PAR PACIFIC HOLDINGS, INC.

Par Pacific completed a major refinancing: $500 million of new 7.375% unsecured senior notes due 2034, alongside a new $1.8 billion asset-based credit facility (expandable to $2.3 billion) replacing its 2023 ABL and running to 2031 -- a much larger, cheaper and longer-dated capital structure than the company had even a few years earlier.

debt financing

the exchange certified PAR PACIFIC HOLDINGS, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

The Mitsubishi/ENEOS renewable fuels joint venture officially closed: Par Pacific's Hawaii Renewables Holdings retains 63.5% ownership and board control (3 of 4 director seats), Alohi holds 36.5% with a downside put right, and Alohi funded its $100 million contribution.

joint venture update

Par Pacific's new Hawaii renewable fuels venture set up a commodity-swap and prepayment financing framework with Wells Fargo to help fund its soybean oil and crude feedstock purchases.

debt financing

Par Pacific agreed to form a joint venture with Mitsubishi and ENEOS (via their Alohi Renewable Energy entity) to build and run a renewable fuels plant next to the Kapolei, Hawaii refinery -- expected to produce about 61 million gallons a year of renewable diesel, sustainable aviation fuel and related products by the end of 2025. Alohi will fund $100 million for a 36.5% stake; Par Pacific contributes the site and existing assets plus up to $21 million more.

joint venture update

Par Pacific let its long-standing Supply and Offtake Agreement with J. Aron for the Hawaii refinery expire on its own terms after more than six years, replacing it with a new Inventory Intermediation Agreement with Citigroup Energy -- along with terminating the related MUFG/Macquarie letter-of-credit facility, since Par Hawaii Refining now has direct access to the company's own asset-based credit facility.

debt financing

Par Pacific's asset-based revolver was expanded again, to a total commitment of $1.4 billion, and the amendment also teed up bringing Par Hawaii Refining onto the ABL facility as part of a plan to replace its remaining Hawaii intermediation arrangement.

debt financing

Par Pacific wound down and fully terminated U.S. Oil & Refining's long-running Merrill Lynch Commodities intermediation arrangement (in place since 2016 and extended more than two dozen times), bringing USOR directly onto the company's own asset-based credit facility instead -- which was simultaneously expanded to $900 million. This closes out years of routine third-party intermediation financing that the company had outgrown.

debt financing

Par Pacific closed the Billings, Montana refinery acquisition from ExxonMobil for roughly $638 million all-in (base price, inventory and working-capital adjustments), funded by cash on hand plus a $215 million draw on the new Billings Incremental Facility -- giving the company a third refinery.

asset acquisition disposition

Par Pacific replaced its revolver with a new Asset-Based Revolving Credit Agreement led by Wells Fargo: a $150 million initial facility plus up to $450 million more (a "Billings Incremental Facility") specifically earmarked to help fund the pending ExxonMobil Montana refinery purchase.

debt financing

Par Pacific refinanced with a new $550 million Wells Fargo-led term loan (maturing 2030), using the proceeds to retire its existing term loan and repurchase both its 2025 and 2026 senior secured notes -- including the expensive 12.875% pandemic-era notes -- meaningfully simplifying and lowering the cost of its debt stack.

debt financing

Par Pacific agreed to buy ExxonMobil's Billings, Montana refinery (63,000 bpd, high-conversion/complex) plus associated logistics and a cogeneration plant for a base price of $310 million (before inventory and working-capital adjustments) -- a major expansion into a third refining region alongside Hawaii and the Pacific Northwest.

material agreement

Par Pacific replaced its asset-based revolver with a new $105 million facility (up from $85 million) with Bank of America, maturing 2025, plus a $50 million accordion option.

debt financing

Par Hawaii signed a Second Amended and Restated Supply and Offtake Agreement with J. Aron, extending the Hawaii refinery's crude supply/product offtake arrangement to May 2024 and adding a new discretionary draw facility of up to $165 million -- a multi-year renewal of one of the company's most important financing relationships.

debt financing

Par Pacific raised about $75.7 million in a public stock offering (5 million shares) to pay down debt and fund general corporate needs -- a deleveraging move as the post-pandemic recovery took hold.

material agreement

The sale-leaseback closed on 21 of the 22 properties for about $109.4 million, with roughly $51.7 million of proceeds used to pay off the Bank of Hawaii mortgage on those properties; the last property was expected to close separately shortly after.

debt financing

Par Pacific agreed to sell 22 Hawaii retail convenience store/fuel station properties to a Realty Income subsidiary for $116.1 million in a sale-leaseback, then lease them back on a 15-year triple-net basis -- unlocking real estate value from the company's Hawaii retail network as the pandemic eased.

material agreement

The $105 million 12.875% notes closed, adding a costly new layer of debt to Par Pacific's capital structure to see it through the pandemic demand collapse.

debt financing

As COVID-19 crushed fuel demand, Par Pacific raised $105 million through new 12.875% senior secured notes with Goldman Sachs -- a much higher coupon than its 2017 notes, reflecting how expensive emergency liquidity was for refiners during the pandemic.

material agreement

Par Pacific completed its $358 million acquisition of U.S. Oil & Refining Co. -- a 42,000 bpd refinery, marine terminal, rail loading facility and storage in Tacoma, Washington -- funded partly by a new $250 million Goldman Sachs term loan. This gave Par Pacific its second refinery and its first Pacific Northwest logistics platform.

asset acquisition disposition

Ahead of closing its planned purchase of refining "topping units" to expand the Kapolei, Hawaii refinery, Par Hawaii amended its J. Aron supply arrangement so J. Aron will procure up to 150,000 barrels/day of crude for the refinery (up from 94,000), covering the added processing capacity once the deal closes.

material agreement

PAR PACIFIC HOLDINGS, INC.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the exchange certified PAR PACIFIC HOLDINGS, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Par Pacific voluntarily moved its stock listing up from the NYSE American to the main New York Stock Exchange, keeping its "PARR" ticker -- a milestone reflecting the company's growth since its earlier small-cap/shell days.

listing compliance notice

Par Hawaii agreed to buy 33 retail gasoline/convenience stores in Washington and Idaho from CHS for $70 million, along with a long-term Cenex-branded fuel supply arrangement and a deal for Par's Wyoming Refining subsidiary to supply CHS in the Rockies/Pacific Northwest -- expanding Par Pacific's retail footprint beyond Hawaii.

material agreement

The $300 million notes offering closed, and Par Pacific used most of the ~$293 million in proceeds to pay off its KeyBank, Par Wyoming and WRC bank facilities and the J. Aron forward sale, consolidating its debt into cleaner secured notes plus a new asset-based revolver.

debt financing

Par Pacific priced $300 million of 7.75% senior secured notes due 2025 to refinance its bank debt and unwind a forward-sale arrangement with J. Aron -- a step toward simplifying its capital structure.

material agreement