false 0000821483 0000821483 2024-11-18 2024-11-18
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2024 
 
 
Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
1-36550
84-1060803
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
825 Town & Country Lane, Suite 1500
Houston, Texas
77024
(Address of principal executive offices)
(Zip Code)
 
(281) 899-4800
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
 
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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Class
Trading Symbol(s)
Name of each exchange of which registered
Common stock, $0.01 par value
PARR
New York Stock Exchange
 
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 1.01. Entry into a Material Definitive Agreement
 
Amendment No. 2 to Term Loan Credit Agreement
 
On February 28, 2023, Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), Par Petroleum, LLC, a Delaware limited liability company (“Par LLC”), and Par Petroleum Finance Corp., a Delaware corporation (“Finance Corp.”), entered into a term loan credit agreement (as amended by Amendment No. 1 to Term Loan Credit Agreement, dated April 8, 2024, the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $550.0 million.
 
On November 18, 2024, the Company, Par LLC and Finance Corp. received indications of commitments from the Lenders to increase the size of the term loan by $100.0 million to an aggregate initial principal balance of $650.0 million with an aggregate outstanding principal balance of $641.750 million pursuant to the Amendment No. 2 to Term Loan Credit Agreement (“Amendment No. 2”). The proceeds of the increase will be used for general corporate purposes. Amendment No. 2 is expected to be executed on or around November 25, 2024 and will be effective as of that date.
 
The foregoing description of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2, a copy of which will be filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated by reference herein.
 
This Current Report on Form 8-K includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, 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, including statements about the timing and execution of Amendment No. 2, are forward-looking statements subject to risk, including the risk of market conditions and risks identified in our other filings. The Company 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 the date of this Current Report on Form 8-K. Except as required by applicable law, the Company 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.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit Number
  
Description
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
 
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:
November 18, 2024
/s/ Jeffrey R. Hollis
   
Jeffrey R. Hollis
   
Senior Vice President, General Counsel, and Secretary
 
 
v3.24.3
Document And Entity Information
Nov. 18, 2024
Document Information [Line Items]  
Entity, Registrant Name Par Pacific Holdings, Inc.
Document, Type 8-K
Document, Period End Date Nov. 18, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 1-36550
Entity, Tax Identification Number 84-1060803
Entity, Address, Address Line One 825 Town & Country Lane
Entity, Address, Address Line Two Suite 1500
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77024
City Area Code 281
Local Phone Number 899-4800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol PARR
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000821483
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