Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 15 2020 - 6:15AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-228429
September 14, 2020
HOLLYFRONTIER CORPORATION
Pricing Term Sheet
$350,000,000 2.625% Senior Notes due 2023
$400,000,000 4.500% Senior Notes due 2030
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2023 Notes
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2030 Notes
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Issuer:
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HollyFrontier Corporation
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Ratings: (Moodys / S&P / Fitch)*:
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Baa3 / BBB- / BBB-
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Ratings Outlooks: (Moodys / S&P / Fitch)*:
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Negative / Stable / Negative
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Security Type:
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Senior Unsecured Notes
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Pricing Date:
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September 14, 2020
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Settlement Date:
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September 28, 2020 (T+10)
It is expected that delivery of the notes will be made against payment therefor on or
about September 28, 2020, which is the tenth business day following the trade date (such settlement cycle being referred to as T+10). Pursuant to Rule 15c6-1 under the Securities Exchange Act
of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two
business days before the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.
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Maturity Date:
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October 1, 2023
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October 1, 2030
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Interest Payment Dates:
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April 1 and October 1, beginning April 1, 2021
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April 1 and October 1, beginning April 1, 2021
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Principal Amount:
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$350,000,000
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$400,000,000
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Benchmark Treasury:
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0.125% due September 15, 2023
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0.625% due August 15, 2030
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Benchmark Treasury Price / Yield:
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99-28+ / 0.162%
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99-17+ / 0.672%
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Spread to Benchmark Treasury:
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+250 basis points
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+385 basis points
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Yield to Maturity:
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2.662%
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4.522%
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Coupon:
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2.625%
The interest rate is subject to adjustment as set forth under Description of Notes Interest Rate Adjustment Based on Certain Rating Events
in the prospectus supplement.
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4.500%
The interest rate is subject to adjustment as set forth under Description of Notes
Interest Rate Adjustment Based on Certain Rating Events in the prospectus supplement.
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Public Offering Price:
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99.894% of the principal amount
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99.824% of the principal amount
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Optional Redemption:
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The 2023 notes will be redeemable, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal and interest on such notes (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points, plus, in either case, accrued and unpaid interest on the principal amount of
the notes to be redeemed to, but excluding, the redemption date.
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Prior to July 1, 2030 (the Par Call
Date), the 2030 notes will be redeemable, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on such notes that would have been made if the notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount of the
notes to be redeemed to, but excluding, the redemption date.
On or after the Par
Call Date, the 2030 notes will be redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
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Change of Control Offer:
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If a change of control triggering event occurs with respect to the notes as set forth under Description of NotesChange of Control in the prospectus supplement, then the
issuer may be required to give the holders of the notes the opportunity to sell the issuer their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
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If a change of control triggering event occurs with respect to the notes as set forth under Description of NotesChange of
Control in the prospectus supplement, then the issuer may be required to give the holders of the notes the opportunity to sell the issuer their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the
repurchase date.
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CUSIP / ISIN:
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436106 AB4 / US436106AB48
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436106 AC2 / US436106AC21
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Joint Book-Running Managers:
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BofA Securities, Inc.
Citigroup Global Markets Inc.
MUFG Securities Americas Inc.
TD Securities (USA) LLC
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Co-Managers:
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Wells Fargo Securities, LLC
Scotia Capital (USA) Inc.
Truist Securities, Inc.
SMBC Nikko Securities America, Inc.
U.S. Bancorp Investments,
Inc.
BNP Paribas Securities Corp.
Fifth Third Securities,
Inc.
PNC Capital Markets LLC
Citizens Capital Markets,
Inc.
Comerica Securities, Inc.
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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.
The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a
prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers prospectus in that
registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site
at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling BofA Securities, Inc., toll-free at 1-800-294-1322, or by emailing dg.prospectus_requests@bofa.com; Citigroup Global Markets Inc., toll-free at 1-800-831-9146 or by e-mailing prospectus@citi.com; MUFG Securities Americas Inc., toll-free at
1-877-649-6848, or by e-mailing prospectus@us.sc.mufg.jp; or TD Securities (USA) LLC
toll-free at 1-855-495-9846.
This
pricing term sheet supplements and updates the information contained in HollyFrontier Corporations preliminary prospectus supplement, dated September 14, 2020, relating to its prospectus dated November 16, 2018. Capitalized terms
used herein but not defined have the meanings given to them in such preliminary prospectus supplement.
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