Par Pacific Holdings, Inc 8-K, filed Mar 15, 2021
Par Pacific Holdings, Inc. (PARR)
About this 8-K
Par Pacific Holdings, Inc filed this 8-K on March 15, 2021.
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
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On March 15, 2021, Par Pacific Holdings, Inc. (the “Company”) issued a news release announcing a public offering of its common stock. A copy of the news release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for 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, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
| Item 8.01 | Other Events. |
In connection with the public offering, the Company is providing the following updates.
Sale-Leaseback Transaction
As previously disclosed, Par Hawaii, LLC and Par Property LLC (collectively, the “Sellers”), and MDC Coast HI 1, LLC, (the “Buyer”) consummated a sale-leaseback transaction (the “Sale-Leaseback Transaction”), pursuant to which the Sellers agreed to sell to the Buyer a total of 22 retail convenience store/fuel station properties located in Hawaii (the “Sale-Leaseback Properties”) for an aggregate cash purchase price of $116.1 million.
On February 23, 2021, the Sellers and the Buyer closed the Sale-Leaseback Transaction with respect to 21 of the 22 contemplated Sale-Leaseback Properties for an aggregate cash purchase price of approximately $109.4 million. On March 12, 2021, the Sellers and the Buyer closed the Sale-Lease Back Transaction with respect to the remaining property for the remaining aggregate cash purchase price of approximately $6.7 million. The Company used the net cash proceeds to pay off the Mid Pac Term Loan, in addition to other term loans previously disclosed. The Company expects to use the remainder of the net cash proceeds for general corporate purposes.
Risk Factor Update
The Company is also supplementing the risk factors set out under “Item 1A. Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”) with an additional risk factor set out below. The risk factor below should be read in conjunction with the risk factors set out in the 2020 Form 10-K.
Conversion of the Company’s 5.00% Convertible Senior Notes due 2021 will dilute the ownership interest of existing stockholders, or may otherwise depress the price of the Company’s common stock.
The Company’s approximately $48.7 million outstanding principal amount of 5.00% Convertible Senior Notes due 2021 (the “Convertible Notes”) will mature on June 15, 2021. Pursuant to the indenture governing the Convertible Notes, on March 10, 2021 the Company gave notice of its election to settle all conversions of the Convertible Notes by the delivery of shares of the Company’s common stock for all such conversions occurring on or after March 15, 2021.
The conversion of some or all of the Convertible Notes will dilute the ownership interests of existing stockholders to the extent the Company delivers shares of its common stock upon any such conversion. Any sales in the public market of the Company’s common stock issuable upon such conversion, or the anticipated conversion of the Convertible Notes into shares of the Company’s common stock, could adversely affect prevailing market prices of its common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, which could depress the price of the Company’s common stock.
Potential Sponsorship of Blank Check Company
The Company is considering the sponsorship and formation of a blank check company, which would be focused on identifying an acquisition target business involved in the North American energy value chain, specifically with a focus on sustainability and energy transition themes. To the extent that the Company pursues this opportunity, the Company anticipates that all of the founder shares or private placement warrants that are typically granted in transactions of this type would be owned by the Company.
Nothing in this Current Report on Form 8-K shall constitute an offer for the Company’s common stock or any other securities in the Company or any securities in the potential blank check company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 15, 2021 | |
| 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: March 15, 2021
| PAR PACIFIC HOLDINGS, INC. | ||
| By: | /s/ J. Matthew Vaughn | |
| Name: | J. Matthew Vaughn | |
| Title: | Chief Administrative Officer and General Counsel | |
Exhibit 99.1
NEWS RELEASE
Par Pacific Announces Public Offering of Common Stock
HOUSTON, March 15, 2021 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that it has commenced an underwritten public offering of 5,000,000 shares of common stock. The Company expects to grant the underwriters an option to purchase up to an additional 750,000 shares of common stock from the Company.
The Company intends to use the net proceeds of this offering for general corporate purposes, including repaying indebtedness, capital expenditures and funding working capital.
J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as joint lead bookrunners for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.
The offering is being made pursuant to an effective shelf registration statement, which has been filed with the Securities and Exchange Commission (the “SEC”) and became effective February 15, 2019. The offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the SEC’s website at www.sec.gov. Alternatively, the joint lead bookrunners will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting:
| J.P. Morgan Securities LLC c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 Collect telephone: 1-212-834-4533 Email at prospectus-eq_fi@jpmchase.com |
| Goldman Sachs & Co. LLC Attn: Prospectus Department 200 West Street New York, New York 10282 Telephone: 866-471-2526 Facsimile: 212-902-9316 Email: prospectus-ny@ny.email.gs.com |
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 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 60,000 bpd of combined refining capacity, related multimodal logistics systems, and 33 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 press 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. Additionally, forward-looking statements are subject to certain risks, trends, and uncertainties. Par Pacific 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. Additionally, significant uncertainties remain with respect to COVID-19 and its economic effects. Due to the unpredictable and unprecedented nature of the COVID-19 pandemic, Par Pacific cannot identify all potential risks to, and impacts on, its business, including the ultimate adverse economic impact to its results of operations, financial position and liquidity. However, the adverse impact of COVID-19 on Par Pacific has been and will likely continue to be material. There can be no guarantee that the operational and financial measures that Par Pacific has taken, and may take in the future, will be fully effective. Par Pacific does 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. Par Pacific further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.
Contact
Ashimi Patel
Manager, Investor Relations
(832) 916-3355
apatel@parpacific.com