UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-228429
HOLLYFRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
2828 N.
Harwood, Suite 1300
Dallas, Texas 75201
(214) 871-3555
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2.625% Senior Notes due 2023
5.875% Senior Notes due 2026
4.500% Senior Notes due 2030
(Title of each class of securities covered by this Form)
None.
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
|
|
|
Rule 12g-4(a)(1) |
|
☐ |
Rule 12g-4(a)(2) |
|
☐ |
Rule 12h-3(b)(1)(i) |
|
☒ |
Rule 12h-3(b)(1)(ii) |
|
☐ |
Rule 15d-6 |
|
☐ |
Rule 15d-22(b) |
|
☐ |
Approximate number of holders of record as of the certification or notice date:
2.625% Senior Notes due 2023: 40
5.875% Senior Notes due 2026:
59
4.500% Senior Notes due 2030: 40
Explanatory Note: On
March 14, 2022, pursuant to that certain Business Combination Agreement, dated as of August 2, 2021 (as amended on March 14, 2022, the Agreement), by and among HollyFrontier Corporation (HollyFrontier), HF
Sinclair Corporation (HF Sinclair), Hippo Merger Sub, Inc., a wholly owned subsidiary of HF Sinclair (Parent Merger Sub), The Sinclair Companies (now known as REH Company and also referred to herein as Sinclair
HoldCo), and Hippo Holding LLC, a wholly owned subsidiary of Sinclair HoldCo (the Target Company), HF Sinclair completed its previously announced acquisition of the Target Company by effecting (a) a holding company merger in
accordance with Section 251(g) of the Delaware General Corporation Law whereby HollyFrontier merged with and into Parent Merger Sub, with HollyFrontier surviving such merger as a direct wholly owned subsidiary of HF Sinclair (the HFC
Merger) and (b) immediately following the HFC Merger, a contribution whereby Sinclair HoldCo contributed all of the equity interests of the Target Company to HF Sinclair in exchange for shares of HF Sinclair, resulting in the Target
Company becoming a direct wholly owned subsidiary of HF Sinclair. Effective as of the HFC Merger, each share of common stock of HollyFrontier, par value $0.01 per share (the HollyFrontier Common Stock), issued and outstanding immediately
prior to the Effective Time (as defined in the Agreement) (other than treasury shares which were cancelled pursuant to the Agreement) was automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value
$0.01 per share, of HF Sinclair (the Sinclair Contribution and, together with the HFC Merger, the HFC Transactions). On March 14, 2022, in connection with the HFC Transactions, HF Sinclair assumed HollyFrontiers
listing on the New York Stock Exchange (the NYSE) and changed its name from Hippo Parent Corporation to HF Sinclair Corporation. Pursuant to Rule 12g-3(a) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), HF Sinclair is the successor issuer to HollyFrontier. On March 15, 2022, HollyFrontiers Common Stock was delisted from the NYSE and was subsequently deregistered under
Section 12(b) of the Exchange Act.
The Third Supplemental Indenture (the Third Supplemental Indenture), dated as of April 8, 2022,
among HollyFrontier and Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association (the HFC Trustee), with respect to the notes issued under that certain Indenture dated March 22, 2016 (the
Indenture), among HollyFrontier and the HFC Trustee (as supplemented), relating to HollyFrontiers 2.625% Senior Notes due 2023, 5.875% Senior Notes due 2026 and 4.500% Senior Notes due 2030, became operative on April 27, 2022.
The Third Supplemental Indenture amended the Indenture to, among other things, eliminate from the Indenture substantially all of the restrictive
covenants for HollyFrontier, including the U.S. Securities and Exchange Commission reporting covenant.