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Par Pacific - Tender Offer Launch

Par Pacific Announces 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

15 FEBRUARY 2023

Full announcement available via SEC

HOUSTON, February 15, 2023 — Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that Par Petroleum, LLC (the “Company”) and Par Petroleum Finance Corp. (together with the Company, the “Issuers”) commenced cash tender offers to purchase (i) any and all of the approximately $281,000,000 outstanding aggregate principal amount of the Issuers’ 7.750% Senior Secured Notes due 2025 (the “2025 Notes”), 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 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”), with a portion of the net proceeds from the Issuers’ concurrent entry into a private senior secured term loan B due 2030. The tender offers are being made pursuant to an offer to purchase and related notice of guaranteed delivery, each dated as of February 15, 2023. The tender offers will expire at 5:00 p.m., New York City time, on February 23, 2023 (as such time and date may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time.


"Under the terms of the tender offers, holders of the Notes that are validly tendered and accepted at or prior to the Expiration Time, or holders who deliver to the tender and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such Notes, each in accordance with the instructions described in the offer to purchase, will receive total cash consideration of $1,021.20 per $1,000 principal amount of 2025 Notes and $1,090.44 per $1,000 principal amount of 2026 Notes (the “Consideration”), plus an amount equal to any accrued and unpaid interest (“Accrued Interest”) up to, but not including, the date on which the Company deposits with The Depository Trust Company the Consideration for the Notes, together with an amount equal to Accrued Interest thereon (the “Settlement Date”), which is expected to be February 28, 2023, subject to satisfaction of the Financing Condition described below.

The tender offers are contingent upon the satisfaction of certain conditions, including the condition that the Issuers shall have raised at least $550 million in gross proceeds from the proposed private senior secured term loan B due 2030 (the “Financing Condition”). The tender offers are not conditioned on any minimum amount of Notes being tendered. The Company may amend, extend or terminate either or both tender offers in its sole discretion.

To the extent any Notes remain outstanding after the consummation of the offers, the Issuers have exercised their optional redemption rights with respect to the outstanding Notes and intend to satisfy and discharge each indenture governing the Notes (the “Indentures”) on the Settlement Date, in accordance with the terms of the Indentures."

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