Par Pacific Announces Expiration and Results for 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

Rhea-AI Summary

Par Pacific Holdings, Inc. (NYSE: PARR) announced the results of its cash tender offers for two series of senior secured notes, totaling approximately $312 million. The offers expired on February 23, 2023, with about 92.74% of the 2025 Notes and 92.73% of the 2026 Notes validly tendered. The company will accept and pay for these notes, pending the successful raising of at least $550 million through a private term loan due 2030. Par Pacific has also exercised its optional redemption rights for the outstanding notes, satisfying the indentures on the settlement date.

Positive

• 92.74% of 2025 Notes and 92.73% of 2026 Notes validly tendered.
• Company expects to accept and pay for all validly tendered notes.

Negative

• Dependence on raising at least $550 million for the private term loan.

HOUSTON, Feb. 24, 2023 (GLOBE NEWSWIRE) -- Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced the expiration and results of the previously announced cash tender offers by Par Petroleum, LLC (the “Company”) to purchase (i) any and all of the approximately $281,000,000 outstanding aggregate principal amount of the 7.750% Senior Secured Notes due 2025 (the “2025 Notes”) issued by the Company and Par Petroleum Finance Corp. (together with the Company, the “Issuers”), 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 (together with the 2025 Notes, the “Notes”), with a portion of the net proceeds from the Issuers’ proposed entry into a private senior secured term loan B due 2030.

The tender offers expired at 5:00 p.m., New York City time, on February 23, 2023 (the “Expiration Time”). As of the Expiration Time, an aggregate principal amount of (i) $260,587,000, or approximately 92.74%, of the 2025 Notes and (ii) $29,038,000, or approximately 92.73%, of the 2026 Notes were validly tendered and not validly withdrawn. In addition, $270,000 aggregate principal amount of the 2025 Notes were tendered subject to guaranteed delivery procedures. Subject to raising at least $550 million in gross proceeds from the proposed private senior secured term loan B due 2030 (the “Financing Condition”), the Company expects to accept for payment all Notes validly tendered prior to the Expiration Time pursuant to the offer to purchase and all Notes properly delivered under guaranteed delivery procedures and expects to make payment for all such Notes on February 28, 2023.

The Issuers have exercised their optional redemption rights with respect to the outstanding Notes and will satisfy and discharge each indenture governing the Notes (the “Indentures”), as applicable, on the settlement date, in accordance with the terms of the Indentures.

Requests for documents relating to the tender offers may be directed to D.F. King & Co., Inc., the information agent for the tender offers, 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 acted as the 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, including the proposed entry into a private senior secured term loan B due 2030. 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

FAQ

What were the results of Par Pacific's tender offers for the 2025 and 2026 Notes?

As of February 23, 2023, approximately 92.74% of the 2025 Notes and 92.73% of the 2026 Notes were validly tendered.

What is the next step for Par Pacific after the tender offers?

Par Pacific expects to accept and pay for all validly tendered notes on February 28, 2023, subject to raising at least $550 million in gross proceeds from a private term loan.

When did Par Pacific announce the expiration of the tender offers?

The expiration of the tender offers was announced on February 24, 2023.

What is the total amount of the outstanding notes Par Pacific is addressing?

Par Pacific is addressing approximately $312 million of outstanding aggregate principal amount of the 2025 and 2026 Notes.

What condition must Par Pacific meet to accept the tendered notes?

Par Pacific must raise at least $550 million in gross proceeds from the proposed private senior secured term loan.