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: 001-03876
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)
Common Stock $0.01
par value
(Title of each class of securities covered by this Form)
2.625% senior notes due 2023
5.875% senior notes due 2026
4.500% senior notes due 2030
(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) |
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☒ |
Rule 12g-4(a)(2) |
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☐ |
Rule 12h-3(b)(1)(i) |
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☒ |
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: 1
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 (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 (the Sinclair Contribution and, together with the HFC Merger, the HFC Transactions). Effective as of the HFC
Merger, each share of common stock of HollyFrontier, par value $.01 per share (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. On March 14, 2022, in connection with the HFC
Transactions, HF Sinclair assumed HollyFrontiers listing on the New York Stock Exchange (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.