Par Pacific Holdings Enters New Agreement, Terminates Another

TL;DR

Par Pacific just signed a new deal and ditched an old one, creating new debt. Big moves happening.

AI Summary

On May 31, 2024, Par Pacific Holdings, Inc. entered into a Material Definitive Agreement and simultaneously terminated another. The company also created a direct financial obligation. These events are related to their ongoing operations and financial commitments.

Why It Matters

This filing indicates significant changes in Par Pacific's contractual and financial obligations, which could impact its operational structure and financial health.

Risk Assessment

Risk Level: medium — Entering into new agreements and creating financial obligations can introduce new risks related to performance, market conditions, and debt servicing.

Key Players & Entities

• Par Pacific Holdings, Inc. (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange of which registered Common stock, $0.01 par value PARR New York Stock Excha
• $1.4 billion — increase in lender commitments to up to $1.4 billion and the addition of certain collateral

Filing Documents

• parr20240605_8k.htm (8-K) — 39KB
• ex_683863.htm (EX-10.1) — 574KB
• ex_683864.htm (EX-10.2) — 81KB
• ex_683865.htm (EX-99.1) — 5KB
• ex_683865img001.jpg (GRAPHIC) — 4KB
• 0001437749-24-019293.txt ( ) — 968KB
• parr-20240531.xsd (EX-101.SCH) — 3KB
• parr-20240531_def.xml (EX-101.DEF) — 11KB
• parr-20240531_lab.xml (EX-101.LAB) — 15KB
• parr-20240531_pre.xml (EX-101.PRE) — 11KB
• parr20240605_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Inventory Intermediation Financing Agreement On May 31, 2024, Par Hawaii Refining, LLC (" PHR "), a subsidiary of Par Pacific Holdings, Inc. ("Par"), entered into an Inventory Intermediation Agreement with Citigroup Energy Inc. (" Citi ") (the " Inventory Intermediation Agreement "). Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in transit or in storage tanks to be consumed by PHR's refinery located in Kapolei, Hawaii (the " Refinery ") on terms and subject to conditions set forth in the Inventory Intermediation Agreement. In connection with the Inventory Intermediation Agreement, Citi will enter into certain market risk hedges, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement. The Inventory Intermediation Agreement has a term of 36 months, subject to a mutual extension option for an additional 12 months. The Inventory Intermediation Agreement replaces the Second Amended and Restated Supply and Offtake Agreement (the " Supply and Offtake Agreement ") between PHR and J. Aron & Company LLC (" Aron ") that was terminated on May 31, 2024. Par Petroleum, LLC guarantees PHR's obligations under the Inventory Intermediation Agreement and certain other related agreements pursuant to an unsecured guaranty. The Inventory Intermediation Agreement also requires PHR to comply with certain covenants that restrict PHR's ability to take certain actions, including certain limitations on PHR's ability to incur debt and grant liens. The foregoing description of the Inventory Intermediation Agreement is qualified in its entirety by reference to the Inventory Intermediation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Pledge and Security Agreement In connection with the Inventory Intermediation Agreement, on May 31, 2024, PHR entered into that

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. Supply and Offtake Agreement On May 31, 2024, the Supply & Offtake Agreement was terminated as a result of the expiration of such agreement in accordance with its terms, and such termination was not the result of any breach or other failure to comply with any term or condition of the foregoing or resulted in any termination penalties. In connection with the termination of the Supply and Offtake Agreement, PHR and Aron agreed that each of the Transaction Documents (as defined in the Supply and Offtake Agreement) to which Aron and PHR are party and all guaranties in favor of Aron that support obligations of PHR under the Supply and Offtake Agreement were terminated on May 31, 2024, other than (i) certain agreements pursuant to which the relevant inventory was sold by Aron to PHR on May 31, 2024, and (ii) certain surviving contingent obligations of PHR in connection with the Supply and Offtake Agreement (including contingent obligations relating to the final settlement provisions under the Supply and Offtake Agreement that are supported by cash collateral posted by PHR to Aron), which are guaranteed by Par Petroleum, LLC pursuant to an unsecured guaranty. Third Amended and Restated Security Agreement In connection with the termination of the Supply and Offtake Agreement and the termination of the LC Facility (as defined below), on May 31, 2024, that certain Third Amended and Restated Security Agreement, dated as of June 26, 2023 (" Third A&R Security Agreement "), among U.S. Bank Trust Company, National Association, as collateral agent, PHR, Aron and the LC Facility Agent (as defined below), was terminated, together with the relevant intercreditor agreement among PHR, LC Facility Agent, Aron and the collateral agent. Uncommitted Credit Agreement In connection with the termination of the Supply and Offtake Agreement and the entry of the Inventory Intermediation Agreement, on May 31, 2024, that certain U

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the press release announcing the new intermediation facility and confirming the increase in the Company's existing asset-based revolving credit facility (" ABL ") commitments is filed herewith as Exhibit 99.1 and incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, 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 Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. As previously disclosed, on March 22, 2024, the Company and certain of its subsidiaries entered into that certain Third Amendment to the ABL Loan Agreement with the ABL Agent and the lenders party thereto. On May 31, 2024, the increase in lender commitments to up to $1.4 billion and the addition of certain collateral assets to the borrowing base of the ABL, the Inventory Intermediation Agreement and the termination of the Supply and Offtake Agreement each became effective.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1* Inventory Intermediation Agreement, dated as of May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy Inc. 10.2* Pledge and Security Agreement, dated May 31, 2024, by and between Par Hawaii Refining, LLC and Citigroup Energy Inc. 99.1 Press Release Issued by Par Pacific Holdings, Inc. dated June 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

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. Par Pacific Holdings, Inc. Dated: June 5, 2024 /s/ Jeffrey R. Hollis Jeffrey R. Hollis Senior Vice President, General Counsel, and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR