REH Advisors Inc. Amends HF Sinclair Stake Filing

TL;DR

REH Advisors Inc. updated its 13D filing for HF Sinclair Corp. (HFC), adding CAROL ORME to the group.

AI Summary

REH Advisors Inc. filed an amendment (No. 23) to its Schedule 13D on June 14, 2024, regarding its holdings in HF Sinclair Corp. The filing indicates a change in the group members, now including CAROL ORME. REH Advisors Inc. is based in Cheyenne, Wyoming, and HF Sinclair Corp. is headquartered in Dallas, Texas.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategic intentions of a significant holder in HF Sinclair Corp., which could influence the company's stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty.

Key Players & Entities

• REH Advisors Inc. (company) — Filing entity
• HF Sinclair Corp (company) — Subject company
• CAROL ORME (person) — New group member
• David P. Oelman (person) — Legal counsel
• Michael S. Telle (person) — Legal counsel

FAQ

Key Financial Figures

• $0.01 — relating to the common stock, par value $0.01 per share ( Common Stock ), of HF Sincl
• $55.62 — d 1,348,435 shares of Common Stock, for $55.62 per share, for the aggregate purchase p
• $74,999,955 — re, for the aggregate purchase price of $74,999,955 in a privately negotiated transaction (

Filing Documents

• d802551dsc13da.htm (SC 13D/A) — 81KB
• d802551dex1019.htm (EX-10.19) — 10KB
• d802551dex992.htm (EX-99.2) — 5KB
• 0001193125-24-161753.txt ( ) — 97KB

of the Schedule 13D is amended and restated as follows

Item 2 of the Schedule 13D is amended and restated as follows: (a) This Schedule 13D is filed by: (i) REH; (ii) Advisors; and (iii) Mrs. Holding. (b) The business address of each of the Reporting Persons and REH is 2800 West Lincolnway, Cheyenne, Wyoming 82009. (c) The principal business of REH is engaging in hospitality, ranching and oil and gas businesses, the principal business of Advisors is engaging in the ownership of equity interests in certain entities, including the Issuer, and Mrs. Holding is a private investor and philanthropist. (d) None of REH, Advisors and Mrs. Holding has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of REH, Advisors and Mrs. Holding has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or (f) REH is organized as a corporation under the laws of Wyoming. Advisors is organized as a corporation under the laws of Wyoming. Mrs. Holding is a citizen of the United States of America. Item3. Sources and Amount of Funds or Other Consideration

of the Schedule 13D is amended by adding the following description

Item 3 of the Schedule 13D is amended by adding the following description. On May 29, 2024, REH formed Advisors, as a wholly owned subsidiary, and Advisors formed REH Merger Sub Inc., a Wyoming corporation ( Merger Sub ), as a wholly owned subsidiary. The operating documents of Advisors provide for governance by a board of directors, the composition of which is identical to the board of directors of REH. On June 12, 2024, pursuant to the Merger Agreement, Merger Sub merged with and into REH, with REH surviving the merger as a wholly owned subsidiary of Advisors (the Merger ). Pursuant to the Merger, REH shareholders received stock in Advisors in exchange for their REH shares on a one for one basis. On June 14, 2024, 5 REH distributed all of its Common Stock to Advisors and ceased to beneficially own any securities of the Issuer. On June 14, 2024, Advisors entered into a joinder agreement (the Joinder Agreement ) to the Stockholders Agreement, dated August 2, 2021, by and between the Issuer, REH and certain other parties thereto (the Stockholders Agreement ), whereby Advisors became a party to the Stockholders Agreement as a Permitted Transferee (as defined in the Stockholders Agreement). The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.19 to this Schedule 13D and is incorporated by reference in its entirety herein. Item4. Purpose of Transaction The information contained in the explanatory note and Items 3 and 6 of the Schedule 13D is incorporated herein by reference. As previously reported, REH and Mrs. Holding have sold their Common Stock from time to time in both open market sales and sales to the Issuer; the Reporting Persons intend to do the same. Subject to the terms of the Stockholders Agreement, the Reporting Persons expect to continue to engage in such sales (with a strong preference for sal

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. June 14, 2024 REH ADVISORS INC. By: /s/ Ross B. Matthews Name: Ross B. Matthews Title: Chief Operating Officer /s/ Carol Orme Holding Name: Carol Orme Holding REH COMPANY By: /s/ Ross B. Matthews Name: Ross B. Matthews Title: Chief Operating Officer 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR