Par Pacific Holdings, Inc 8-K, filed Feb 15, 2023
Par Pacific Holdings, Inc. (PARR)
About this 8-K
Par Pacific Holdings, Inc filed this 8-K on February 15, 2023, reporting on events of February 13, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On February 15, 2023, Par Pacific Holdings, Inc. (the “Company”) issued press releases reporting the pricing of the loans under the Facility (as described below) and the commencement of the Tender Offers (as described below). The press releases are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
Refinancing of Term Loan B
On February 14, 2023, the Company, Par Petroleum, LLC (“PPL”) and Par Petroleum Finance Corp. (“Finance Corp”) priced the proposed private $550 million aggregate principal amount senior secured term loan B due 2030 (the “Facility”). The proceeds of the loans under the Facility will be used for refinancing the Company’s existing term loan B due 2026 and its outstanding Notes (as described below) and general corporate purposes.
Tender Offers
On February 15, 2023, the Company announced the commencement of cash tender offers (the “Tender Offers”) for the purchase by PPL of any and all of the (i) 7.750% Senior Secured Notes due 2025 (the “2025 Notes”) and (ii) 12.875% Senior Secured Notes due 2026 (together with the 2025 Notes, the “Notes”) of PPL and Finance Corp. (collectively, the “Issuers”). The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 15, 2023, including the condition that the Issuers shall have raised at least $550 million in gross proceeds under the Facility (the “Financing Condition”). As described below, to the extent any Notes remain outstanding after the consummation of the Tender Offers, the Issuers have exercised their optional redemption rights with respect to any outstanding Notes and intend to satisfy and discharge each indenture governing the Notes (the “Indentures”), as applicable, on the settlement date, in accordance with the terms of the Indentures.
Redemption of Notes
On February 15, 2023, the Issuers issued notices of conditional redemption (collectively, the “Redemption”) for each series of the Notes pursuant to the applicable Indenture, in each case, subject to the Financing Condition. This Current Report on Form 8-K does not constitute a notice of redemption under the Indentures, nor an offer to tender for, or purchase, any Notes or any other security.
Amendments
In connection with the foregoing, (i) PPL, Par Hawaii, LLC, Hermes Consolidated, LLC and Wyoming Pipeline Company LLC, the guarantors party thereto, the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into the First Amendment, dated as of February 14, 2023, to Amended and Restated Loan and Security Agreement, dated as of February 2, 2022, (ii) Par Hawaii Refining, LLC, PPL and J. Aron & Company, LLC entered into the Amendment, dated as of February 13, 2023, to Second Amended and Restated Supply and Offtake
Agreement, dated as of June 1, 2021, and (iii) U.S. Oil & Refining Co., PPL and Merrill Lynch Commodities, Inc. entered into a letter agreement dated February 15, 2023, in each case, to facilitate the consummation of the Facility, the Tender Offers and the Redemption.
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, including the timing, amount and use of proceeds of the Facility. By their nature, these forward-looking statements are subject to risks, uncertainties, and contingencies, including (i) the effects of the continued volatility of commodity prices and the related macroeconomic and political environment, (ii) risks and uncertainties related to the capital markets generally, and (iii) the ability to close the Facility on the anticipated closing date or at all. The Company does not undertake to update any forward-looking statements, including those contained in this report. For further information regarding risks and uncertainties associated with the Company, please refer to the “Risk Factors” section of the Company’s SEC filings, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated February 15, 2023, announcing pricing of the loans under the Facility. | |
| 99.2 | Press Release, dated February 15, 2023, announcing commencement of the Tender Offers. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 15, 2023
| PAR PACIFIC HOLDINGS, INC. | ||
| By: | /s/ Jeffrey R. Hollis | |
| Jeffrey R. Hollis | ||
| Senior Vice President, General Counsel, and Secretary | ||
Exhibit 99.1
Par Pacific Announces Pricing of Proposed Senior Secured Term Loan B Facility
HOUSTON, February 15, 2023 — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that Par Pacific, Par Petroleum, LLC (the “Company”) and Par Petroleum Finance Corp. (together with the Company, the “Borrowers”) have priced the proposed private $550 million aggregate principal amount senior secured term loan B due 2030 (the “Facility”). The loans under the Facility will be issued at a price equal to 98.5% of their face value and bear interest at a rate equal to SOFR plus 4.25% (with SOFR not less than 0.50%). The interest rate spread will step down 25 bps from 4.25% to 4.00% if Par Pacific’s credit rating is upgraded by certain ratings agencies to Ba3/BB-.
The proceeds of the loans under the Facility will be used for refinancing the Borrowers’ existing term loan B due 2026 and its outstanding senior secured notes, and for general corporate purposes. The closing of the Facility is expected to occur on or around February 28, 2023, subject to customary closing conditions.
About Par Pacific
Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy, infrastructure, and retail businesses. Par Pacific’s strategy is to acquire and develop businesses in logistically complex, niche markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with 94,000 bpd of operating refining capacity, a logistics system supplying the major islands of the state and 90 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 61,000 bpd of combined refining capacity, related multimodal logistics systems, and 31 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.
Forward-Looking Statements
This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, including the timing, amount and use of proceeds of the Facility. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including (i) the effects of the continued volatility of commodity prices and the related macroeconomic and political environment, (ii) risks and uncertainties related to the capital markets generally, (iii) the ability to close the Facility on the anticipated closing date or at all and (iv) other factors, many of which are outside our control, which could cause actual results to differ materially from such statements. We cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. We do not
intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events or otherwise. We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this news release.
For more information contact:
Ashimi Patel
Director, Investor Relations
(832) 916-3355
apatel@parpacific.com
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Exhibit 99.2
Par Pacific Announces Cash Tender Offers for Any and All of its Subsidiaries’ Outstanding
7.750% Senior Secured Notes Due 2025 and 12.875% Senior Secured Notes Due 2026
HOUSTON, February 15, 2023 — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that Par Petroleum, LLC (the “Company”) and Par Petroleum Finance Corp. (together with the Company, the “Issuers”) commenced cash tender offers to purchase (i) any and all of the approximately $281,000,000 outstanding aggregate principal amount of the Issuers’ 7.750% Senior Secured Notes due 2025 (the “2025 Notes”), and (ii) any and all of the approximately $31,314,000 outstanding aggregate principal amount of the Issuers’ 12.875% Senior Secured Notes due 2026 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”), with a portion of the net proceeds from the Issuers’ concurrent entry into a private senior secured term loan B due 2030. The tender offers are being made pursuant to an offer to purchase and related notice of guaranteed delivery, each dated as of February 15, 2023. The tender offers will expire at 5:00 p.m., New York City time, on February 23, 2023 (as such time and date may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time.
Under the terms of the tender offers, holders of the Notes that are validly tendered and accepted at or prior to the Expiration Time, or holders who deliver to the tender and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such Notes, each in accordance with the instructions described in the offer to purchase, will receive total cash consideration of $1,021.20 per $1,000 principal amount of 2025 Notes and $1,090.44 per $1,000 principal amount of 2026 Notes (the “Consideration”), plus an amount equal to any accrued and unpaid interest (“Accrued Interest”) up to, but not including, the date on which the Company deposits with The Depository Trust Company the Consideration for the Notes, together with an amount equal to Accrued Interest thereon (the “Settlement Date”), which is expected to be February 28, 2023, subject to satisfaction of the Financing Condition described below.
The tender offers are contingent upon the satisfaction of certain conditions, including the condition that the Issuers shall have raised at least $550 million in gross proceeds from the proposed private senior secured term loan B due 2030 (the “Financing Condition”). The tender offers are not conditioned on any minimum amount of Notes being tendered. The Company may amend, extend or terminate either or both tender offers in its sole discretion.
To the extent any Notes remain outstanding after the consummation of the offers, the Issuers have exercised their optional redemption rights with respect to the outstanding Notes and intend to satisfy and discharge each indenture governing the Notes (the “Indentures”) on the Settlement Date, in accordance with the terms of the Indentures.
The tender offers are being made pursuant to the terms and conditions contained in the offer to purchase and related notice of guaranteed delivery, each dated February 15, 2023, copies of which may be requested from the information agent for the tender offers, D.F. King & Co., Inc., at (877) 732-3617 (Toll-Free) or (212) 269-5550, by email at parr@dfking.com, or via the following web address: www.dfking.com/parr. Wells Fargo Securities, LLC will act as Dealer Manager for the tender offers. Questions regarding the tender offers may be directed to the Dealer Manager at (866) 309-6316 (toll-free) or (704) 410-4756 (collect).
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security, including the Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption under the Indentures.
About Par Pacific
Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy, infrastructure, and retail businesses. Par Pacific’s strategy is to acquire and develop businesses in logistically complex, niche markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with 94,000 bpd of operating refining capacity, a logistics system supplying the major islands of the state and 90 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 61,000 bpd of combined refining capacity, related multimodal logistics systems, and 31 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado. More information is available at www.parpacific.com.
Forward-Looking Statements
This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including (i) the effects of the continued volatility of commodity prices and the related macroeconomic and political environment, (ii) risks and uncertainties related to the capital markets generally, (iii) the satisfaction of the Financing Condition and (iv) other factors, many of which are outside our control, which could cause actual results to differ materially from such statements. We cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. We do not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events or otherwise. We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this news release.
For more information contact:
Ashimi Patel
Director, Investor Relations
(832) 916-3355
apatel@parpacific.com
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