Amendment: SEC Form SC 13D/A filed by HF Sinclair Corporation

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)*

 

 

HF Sinclair Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

403949100

(CUSIP Number)

REH Advisors Inc.

2800 West Lincolnway

Cheyenne, Wyoming 82009

Attn: General Counsel

with a copy to:

David P. Oelman

Michael S. Telle

Vinson & Elkins LLP

845 Texas Avenue, Suite 4700

Houston, TX 77002

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 14, 2024

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 403949100

 

1		Name of Reporting Person   REH Advisors Inc.
2		Check the Appropriate Box if a Member of a Group (A): ☐  (B): ☐
3		SEC Use Only
4		Source of Funds   OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)   ☐
6		Citizenship or Place of Organization   Wyoming

Number of Shares Beneficially   Owned by Each Reporting Person with		7		Sole Voting Power   0
		8		Shared Voting Power   16,057,699 (1)
		9		Sole Dispositive Power   0
		10		Shared Dispositive Power   16,057,699 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person   16,057,699 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13		Percent of Class Represented by Amount in Row (11)   8.4%*
14		Type of Reporting Person   CO

 

*

Calculation of percentage based on a total of 192,157,440 shares of Common Stock (as defined below) outstanding as of May 3, 2024, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2024, less the Common Stock acquired by the Issuer pursuant to the Eighteenth Repurchase Transaction (as defined below).

(1)	Advisors (as defined below) is the primary and direct beneficial owner of the 16,057,699 shares indicated above, and the board of directors of Advisors has all voting and investment power with respect to such shares.

 

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1		Name of Reporting Person   REH Company
2		Check the Appropriate Box if a Member of a Group (A): ☐  (B): ☐
3		SEC Use Only
4		Source of Funds   OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)   ☐
6		Citizenship or Place of Organization   Wyoming

Number of Shares Beneficially   Owned by Each Reporting Person with		7		Sole Voting Power   0
		8		Shared Voting Power   0 (1)
		9		Sole Dispositive Power   0
		10		Shared Dispositive Power   0 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person   0 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13		Percent of Class Represented by Amount in Row (11)   0%*
14		Type of Reporting Person   CO

 

*

Calculation of percentage based on a total of 192,157,440 shares of Common Stock outstanding as of May 3, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2024, less the Common Stock acquired by the Issuer pursuant to the Eighteenth Repurchase Transaction.

(1)	In connection with the internal reorganization described below, REH (as defined below) distributed 16,057,699 shares of Common Stock to Advisors. As a result, REH ceased to beneficially own any securities of the Issuer.

 

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1		Name of Reporting Person   Carol Orme Holding
2		Check the Appropriate Box if a Member of a Group (A): ☐  (B): ☐
3		SEC Use Only
4		Source of Funds   OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)   ☐
6		Citizenship or Place of Organization   United States of America

Number of Shares Beneficially   Owned by Each Reporting Person with		7		Sole Voting Power   0
		8		Shared Voting Power   16,057,699 (1)
		9		Sole Dispositive Power   0
		10		Shared Dispositive Power   16,057,699 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person   16,057,699 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13		Percent of Class Represented by Amount in Row (11)   8.4%*
14		Type of Reporting Person   IN

 

*

Calculation of percentage based on a total of 192,157,440 shares of Common Stock outstanding as of May 3, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2024, less the Common Stock acquired by the Issuer pursuant to the Eighteenth Repurchase Transaction.

(1)

As a result of her relationship with Advisors, Mrs. Holding (as defined below) may be deemed to beneficially own such shares under applicable securities law and SEC guidance. Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership to the maximum extent permitted by law.

 

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SCHEDULE 13D

This Amendment No. 23 (this “Amendment”) supplements the information set forth in the Schedule 13D originally filed by REH Company (f/k/a The Sinclair Companies), a Wyoming corporation (“REH”), and Carol Orme Holding (“Mrs. Holding”) with the SEC, as amended from time to time (the “Schedule 13D”), relating to the common stock, par value $0.01 per share (“Common Stock”), of HF Sinclair Corporation, a Delaware corporation (the “Issuer”).

The purpose of this Amendment is to report that, in connection with an internal reorganization and pursuant to that certain Agreement and Plan of Merger, dated June 12, 2024 (the “Merger Agreement”), REH became a wholly owned subsidiary of REH Advisors Inc., a Wyoming corporation (“Advisors”), as further described herein. As a result of the Merger (as defined below), Advisors became the sole stockholder of REH and an indirect beneficial owner of the Common Stock directly held by REH. Further in connection with the internal reorganization, on June 14, 2024, REH distributed 16,057,699 shares of Common Stock to Advisors. As a result of such internal reorganization, REH ceased to beneficially own any securities of the Issuer. The internal reorganization resulted in no change to the aggregate number of shares of Common Stock beneficially owned by REH, Mrs. Holding and Advisors, collectively. We refer to Mrs. Holding and Advisors collectively herein as the “Reporting Persons.”

This Amendment serves as an original Schedule 13D filing for Advisors. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

 

Item 2.

Identity and Background

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 state securities laws or finding any violation with respect to such laws.

 

(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.

 

Item 3.

Sources and Amount of Funds or Other Consideration

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,

 

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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.

 

Item 4.

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 sales to the Issuer), but the Reporting Persons may both acquire additional Common Stock or dispose of any or all of the Common Stock, in each case, depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Persons evaluate their investments in the Common Stock on a continual basis.

Additionally, while the Reporting Persons reserve the right to make sales from time to time, it is their intent as of the date of this Amendment to maintain such sufficient ownership of the Issuer’s Common Stock so the Reporting Persons retain the right to appoint at least one director to the Board of the Issuer pursuant to the Stockholders Agreement. The Reporting Persons may, at any time and from time to time, review or reconsider such position.

 

Item 5.

Interest in Securities of the Issuer.

(a.) – (b.) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons and REH (on the basis of a total of 192,157,440 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2024, less the Common Stock acquired by the Issuer pursuant to the Eighteenth Repurchase Transaction) are as follows:

 

A.	REH Company

 

i.

Amount beneficially owned: 0

Percentage: 0%

 

a.

Sole power to vote or to direct the vote: 0

 

b.

Shared power to vote or to direct the vote: 0

 

c.

Sole power to dispose or to direct the disposition of: 0

 

d.

Shared power to dispose or to direct the disposition of: 0

 

B.	REH Advisors Inc.

 

i.

Amount beneficially owned: 16,057,699

Percentage: 8.4%

 

a.

Sole power to vote or to direct the vote: 0

 

b.

Shared power to vote or to direct the vote: 16,057,699

 

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c.

Sole power to dispose or to direct the disposition of: 0

 

d.

Shared power to dispose or to direct the disposition of: 16,057,699

 

C.	Carol Orme Holding

 

i.

Amount beneficially owned: 16,057,699

Percentage: 8.4%

 

a.

Sole power to vote or to direct the vote: 0

 

b.

Shared power to vote or to direct the vote: 16,057,699

 

c.

Sole power to dispose or to direct the disposition of: 0

 

d.

Shared power to dispose or to direct the disposition of: 16,057,699

The shares set forth above are directly owned by Advisors and not Mrs. Holding. Advisors is the primary and direct beneficial owner of the shares indicated above, and the board of directors of Advisors has all voting and investment power with respect to such shares. However, as a result of her relationship with Advisors, Mrs. Holding may be deemed to also beneficially own such shares under applicable securities law and SEC guidance. Mrs. Holding, however, does not intend ever to own such shares directly for investment purposes in the future and expressly disclaims such beneficial ownership to the maximum extent permitted by law.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.2, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(c.) To the best knowledge of the Reporting Persons and REH, no transactions were effected by the Reporting Persons or REH during the past 60 days other than the transactions described herein and the transaction pursuant to the Stock Purchase Agreement, dated May 14, 2024, by and between the Issuer and REH, whereby the Issuer repurchased 1,348,435 shares of Common Stock, for $55.62 per share, for the aggregate purchase price of $74,999,955 in a privately negotiated transaction (the “Eighteenth Repurchase Transaction”).

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons, other than as described herein.

(e.) The information contained in the explanatory note and Item 3 of this Amendment is incorporated herein by reference.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information contained in the explanatory note and Items 3 and 4 of the Schedule 13D is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 10.19		Joinder Agreement to the Stockholders Agreement, dated June 14, 2024.
Exhibit 99.2		Joint Filing Agreement, dated June 14, 2024.

 

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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

 

 

 

 

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