Form 8-K HF Sinclair Corp For: Sep 28
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 29, 2022 (
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s Telephone Number, including Area Code
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 1.01.|| |
Entry into a Material Definitive Agreement.
On September 28, 2022, HF Sinclair Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with REH Company (formerly known as The Sinclair Companies) (the “Selling Stockholder” or “REH Company”), pursuant to which the Company agreed to repurchase from the Selling Stockholder 1,881,113 shares of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”) in a privately negotiated transaction. The price per share to be paid by the Company under the Stock Purchase Agreement is $53.16 per share resulting in an aggregate purchase price of $99,999,967. The purchase price will be funded with cash on hand. The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties. The shares to be repurchased under the Stock Purchase Agreement will be held as treasury stock by the Company. This share repurchase is the fifth privately negotiated transaction between the Company and the Selling Stockholder.
The share repurchase described above will be made pursuant to the Company’s previously disclosed $1 billion share repurchase program authorized by the Board of Directors of the Company on September 21, 2022 (the “New Share Repurchase Program”) and is expected to be completed on or around October 3, 2022. To date, the Company has repurchased $99,999,967 in common stock under the Company’s New Share Repurchase Program, which is inclusive of the share repurchase described above. The timing and amount of future share repurchases under the Company’s New Share Repurchase Program, including any additional repurchases from REH Company, will depend on market conditions and corporate, tax, regulatory and other relevant considerations. The New Share Repurchase Program may be discontinued at any time by the Board of Directors of the Company.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. For more information on the Selling Stockholder’s relationship to the Company, please refer to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2022.
Cautionary Statement Regarding Forward-Looking Statements
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this Current Report on Form 8-K relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, the Company’s ability to complete the transactions contemplated under the Stock Purchase Agreement on the expected timing; and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
|Item 9.01.|| |
Financial Statements and Exhibits.
|10.1||Stock Purchase Agreement, dated as of September 28, 2022, by and among HF Sinclair Corporation and REH Company.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|HF SINCLAIR CORPORATION|
|Date: September 29, 2022||By:|
|Name:||Vaishali S. Bhatia|
|Title:||Senior Vice President, General Counsel and Secretary|
ATTACHMENTS / EXHIBITS
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