HF Sinclair Corporation (DINO) Earnings Call Transcript & Summary

Welcome to the HollyFrontier Corporation Special Meeting of Stockholders. I am Vaishali Bhatia, Senior Vice President, General Counsel and Secretary of HollyFrontier Corporation. I will be serving as secretary of this meeting. The agenda for the meeting is posted on the meeting website. Following the presentation of the matters to be considered at this special meeting, we will answer questions submitted by stockholders relating to the business of this meeting. As a reminder, questions related to this meeting hosed by validated stockholders or anyone holding a valid proxy for this meeting can be submitted via the meeting website during the meeting. We will answer as many questions as time permits during the Q&A portion of this meeting, which is scheduled for up to 10 minutes. Responses to questions related to the business of this meeting that we are unable to answer during the meeting and which have not been addressed in our prior communications, will be posted on HollyFrontier's website on the annual report and proxy page under the Financial Information tab. Please note that audio/video recording of this meeting is prohibited. A webcast playback will be available at the meeting website within 24 hours after the completion of the meeting. We have opened the polls at the start of the meeting so that validated stockholders are those holding a valid proxy for this meeting may vote during the meeting by following the instructions provided and clicking on the voting button on the meeting website. Stockholders who have previously sent in proxies or have voted by Mail via the Internet or by telephone and do not want to change their vote, do not need to take any further action. Please note that in the event of its technical malfunction or other significant problem that disrupts this meeting, our Chairman, who I will introduce shortly, may adjourn, raise us or expedite the meeting or take any action that he determines to be appropriate. In such case, be connected to this meeting for at least 15 minutes or until instructed otherwise. I would like to introduce our Chairman, Franklin Myers.

Good morning. In accordance with the notice of special meeting is now 8:32 a.m. Central Time, and I hereby call the meeting to order. I'd like to introduce HollyFrontier's CEO, Mike Jennings.

Thank you, Franklin, and welcome, everyone. Thank you for joining us today for our special meeting of stockholders. I would like to thank our Board and members of our management team on the line with us today. I would also like to introduce Scott Hickson with Ernst & Young, who has joined us for the meeting.

This is Scott Hickson from Ernst & Young. Thank you for having me today.

Super. Thanks, Scott. I will turn the meeting back to Vaishali -- pardon me, to run the business at this meeting.

Thanks, Mike. As the written request for the Board of Directors of HollyFrontier, the special meeting was properly called by HollyFrontier's CEO, and notice of the special meeting was duly given on October 29, 2021 in accordance with HollyFrontier's Bylaws, SEC rules and guidance and Delaware law and recent executive orders. The polls are open on the meeting website and will remain open until the end of our Q&A session. As a reminder, any validated stockholder or anyone holding a valid proxy for this meeting who has not yet voted or wishes to revoke or change their vote may do so by following the instructions on the meeting website and clicking on the voting button. Stockholders who have previously sent in proxies or voted by Mail via telephone or the Internet and do not want to change their vote, do not need to take any further action. An affidavit has been received from Broadridge Financial Solutions attesting to the notice or mailing to stockholders commencing on October 29, 2021, of the notice of meeting our proxy card -- proxy statement, excuse me, and proxy cards other than those for whom mailing is not required under Delaware law as shown in HollyFrontier's stock records at the close of business on the record date. The affidavit will be filed with our corporate records and will be available upon request for inspection after this meeting. The shares represented at this meeting constitute over 81% of all outstanding shares, which constitutes a quorum under HollyFrontier's Bylaws. Ms. Candi Jackson, a representative of Broadridge Financial Solutions has been appointed as judge of election to tally the votes for this meeting. Her oath of strategy is being filed with the records of this meeting and will be available upon request for inspection after this meeting. October 21, 2021, was set by resolution of the Board of Directors of the record date for today's special meeting. All stockholders of record or their proxy holders at the close of business on October 21, 2021, are entitled to participate, vote and submit questions at this meeting. The list of stockholders as of the record date for this meeting is available for inspection by validated stockholders on the meeting website. Each of the matters to be considered today as described in the proxy statement. The purposes of today's special stockholder meeting are: first, to approve the issuance of 60,230,036 shares of common stock, par value of $0.01 per share of Hippo Parent Corporation, which will be the new parent company of HollyFrontier Corporation and will be renamed HF Sinclair Corporation as consideration to the Sinclair companies for the acquisition by HollyFrontier of certain refining, marketing, renewables and other businesses of Sinclair Oil. Our second item for consideration, if necessary, is to approve the adjournment or postponement of the special meeting in order to solicit additional proxies in the event that the number of votes received at the time of this meeting are not sufficient to improve the stock issuance. We will now pause for a moment to allow voting by any validated stockholders and proxy holders who wish to do so. If you have not already voted, you may vote by following the instructions for voting on the meeting website. Our Q&A session will begin momentarily. Again, for stockholders who would like to submit questions, please do so on the meeting website. Now that validated stockholders and proxy holders have had the opportunity to vote, and no questions have been submitted, I declare the polls closed at 8:37 a.m. Central Time. Would the judge of election, please tally the votes and submit a preliminary voting report on the stockholder votes. We have been informed by the judge of election that the preliminary vote report shows that the issuance of 60,230,036 shares of common stock, par value $0.01 per share of Hippo Parent Corporation, which will be renamed HF Sinclair Corporation as consideration to the Sinclair companies for the acquisition by HollyFrontier of certain refining, marketing, renewables and other businesses of Sinclair Oil Corporation has been approved. Having received a sufficient number of votes to approve the stock issuance, approval of the adjournment or postponement of the special meeting to solicit additional proxies if not necessary. We will report final vote results in a Form 8-K to be filed within 4 business days. There being no further business to come before the meeting, the special meeting of stockholders of Holly Corporation -- HollyFrontier Corporation has now adjourned. Thank you for your participation in the special meeting today.

That concludes today's conference. Thank you for joining, and have a pleasant day. Goodbye.