UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2020, HollyFrontier Corporation (the “Corporation”) completed a public offering of $350 million in aggregate principal amount of 2.625% Senior Notes due 2023 (the “2023 Notes”) and $400 million in aggregate principal amount of 4.500% Senior Notes due 2030 (the “2030 Notes,” and together with the 2023 Notes, the “Notes”). The offering of the Notes was registered under the Securities Act of 1933 pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-228429) of the Corporation, filed with the Securities and Exchange Commission (the “Commission”) on November 16, 2018 (the “Registration Statement”), and made pursuant to the prospectus dated November 16, 2018, as supplemented by the prospectus supplement dated September 14, 2020, filed with the Commission.
The Company issued the Notes pursuant to an indenture, dated March 22, 2016 (the “Base Indenture”), between the Corporation and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented with respect to the Notes by a second supplemental indenture, dated September 28, 2020 (the “Second Supplemental Indenture”), between the Corporation and the Trustee. The Base Indenture, the Second Supplemental Indenture, the Form of 2023 Notes and the Form of 2030 Notes are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 respectively hereto, and the terms and conditions thereof are incorporated herein by reference. A legal opinion related to the offering of the Notes is filed herewith as Exhibit 5.1 and incorporated into the Registration Statement.
| Item 8.01 | Other Events. |
On September 14, 2020, the Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as representatives of the underwriters named in Schedule I thereto, related to the offering of the Notes. The Underwriting Agreement is filed herewith as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
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.
| HOLLYFRONTIER CORPORATION | ||
| By: | /s/ Richard L. Voliva III | |
| Name: | Richard L. Voliva III | |
| Title: | Executive Vice President and Chief Financial Officer | |
Dated: September 28, 2020