Debt | 4.00x 2.25% 3.25% We agreed to pay certain fees in connection with the KeyBank Credit Agreement , including usage fees for letters of credit and commitment fees for the unused revolver commitment under the KeyBank Revolving Credit Facility . Pursuant to the KeyBank Credit Agreement , we are required to comply with various affirmative and negative covenants affecting our business and operations, including compliance with an interest coverage ratio of less than 2.50 to 1.00, a debt service coverage ratio of less than 1.25 to 1.00, and a maximum leverage ratio, calculated on a trailing four-quarters basis, determined as follows: Period (fiscal quarters) Maximum Leverage Ratio December 31, 2015 — December 31, 2017 4.50 to 1.00 March 31, 2018 — December 31, 2018 4.25 to 1.00 March 31, 2019 and each fiscal quarter-end thereafter 4.00 to 1.00 The loans and letters of credit issued under the KeyBank Credit Agreement are secured by a security interest in and lien on substantially all of the assets of HIE Retail and Mid Pac , a pledge by Par Petroleum, LLC of 100% of its ownership interest in HIE Retail and a pledge by Par Hawaii Inc. of 100% of its ownership interest in Mid Pac . Term Loan On July 11, 2014 , we and certain subsidiaries entered into a Delayed Draw Term Loan and Bridge Loan Credit Agreement ("Credit Agreement"), amending and restating a previous borrowing arrangement with the lenders, to provide us with a term loan of up to $50 million ("Term Loan") and a bridge loan of up to $75 million ("Bridge Loan"). The lenders under the Credit Agreement include ZCOF Par Petroleum Holdings, LLC and Highbridge International, LLC, who are also our stockholders. Proceeds from the Term Loan were used to fund the additional deposit per the Mid Pac merger agreement, to pay transaction costs, and for working capital and general corporate purposes. In July 28, 2014 , the Credit Agreement was amended and we borrowed an additional $35 million ("Advance") under the Term Loan and on September 10, 2014 , we extended the repayment date of the Advance to March 31, 2015 . We had no borrowings under the Bridge Loan and on September 3, 2014 , we terminated the Bridge Loan and expensed approximately $1.8 million of financing costs associated with this loan that is included in Loss on termination of financing agreements in our consolidated statement of operations for the year ended December 31, 2014 . On March 11, 2015 , we entered into a Third Amendment to the Credit Agreement whereby we extended the repayment date of the Advance to March 31, 2016 . Upon the execution of the KeyBank Credit Agreement on December 17, 2015 , we repaid the full amount outstanding under the Advance on December 22, 2015 . The Term Loan matures on July 11, 2018 and bears interest at either 10% per annum if paid in cash or 12% per annum if paid in kind, at our election, and has an original issue discount of 5% . The Term Loan is secured by a lien on substantially all of our assets and our subsidiaries, excluding Texadian Energy Inc. ("TEI"), Texadian Energy Canada Limited (“Texadian Canada”), certain of our immaterial subsidiaries and Par Petroleum, LLC and its subsidiaries (collectively “the Guarantors”). All our obligations under the Term Loan are unconditionally guaranteed by the Guarantors. ABL Facility On September 25, 2013, in connection with the acquisition of PHR , we entered into an asset-based senior secured revolving credit facility (“ABL Facility”) of up to $125 million , of which up to $50 million was available for issuances of letters of credit. The ABL Facility was secured by a lien on substantially all of PHR 's assets. We borrowed $15 million on September 25, 2013 under the ABL Facility to fund the acquisition of PHR . Upon the execution of the Supply and Offtake Agreements in June 2015 (see Note 10—Inventory Financing Agreements ), we repaid in full and terminated the ABL Facility and recognized $1.8 million of financing costs associated with the termination of the agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . HIE Retail Credit Agreement On November 14, 2013, HIE Retail, entered into a Credit Agreement (“Retail Credit Agreement”) in the form of a senior secured loan of up to $30 million and a senior secured revolving line of credit of up to $5 million . On May 15, 2015, HIE Retail entered into an amendment to the Retail Credit Agreement that terminated the retail revolver, extended the maturity date of $22 million of the existing term loan until March 31, 2022, and provided additional term loan borrowings of up to $7.9 million , on the same terms as the previous term loan. We repaid in full and terminated the Retail Credit Agreement in December 2015 upon entering into the KeyBank Credit Agreement and expensed $58 thousand of financing costs associated with the Retail Credit Agreement. Texadian Uncommitted Credit Agreement On June 12, 2013, TEI and its wholly-owned subsidiary Texadian Canada, entered into an Uncommitted Credit Agreement to provide for loans and letters of credit, on an uncommitted and discretionary basis, in an aggregate amount outstanding not to exceed $50 million . Loans and letters of credit issued under the Uncommitted Credit Agreement were secured by a security interest in and lien on substantially all of TEI's assets, a pledge by TEI of 65% of its ownership interest in Texadian Canada and a pledge by us of 100% of our ownership interest in TEI. The Uncommitted Credit Agreement required TEI to comply with various covenants, including covenants regarding the minimum net working capital and minimum tangible net worth of TEI. The Uncommitted Credit Facility did not permit, at any time, TEI’s consolidated leverage ratio to be greater than 5.00 to 1.00 or its consolidated gross asset coverage to be equal to or less than zero. On February 20, 2015, the Uncommitted Credit Agreement was amended and restated, increasing the uncommitted loans and letters of credit capacity to $200 million and extending the maturity date. The agreement expired in February 2016. As of December 31, 2015 , we had $2.0 million of letters of credit outstanding related to this agreement. Mid Pac Credit Agreement On April 1, 2015, PHI and Mid Pac entered into the Mid Pac Credit Agreement in the form of a senior secured term loan in the amount of $50 million and a senior secured revolving line of credit in the aggregate principal amount of up to $5 million scheduled to mature on April 1, 2018. We borrowed the full amount of the loans at the closing. The proceeds of the loans were used to repay certain existing debt of PHI and Mid Pac totaling $45.3 million , pay a portion of the acquisition consideration and for general corporate purposes. We repaid in full and terminated the Mid Pac Credit Agreement upon entering into the KeyBank Credit Agreement and expensed $381 thousand of financing costs associated with the Mid Pac Credit Agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . Cross Default Provisions Included within each of our debt agreements are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of December 31, 2015 , we are in compliance with all of our credit agreements. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the SEC on June 1, 2015 and declared effective on June 23, 2015 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750 million . Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). The Company has no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to the Company, whether by cash dividends, loans or advances." id="sjs-B4">Note 11—Debt The following table summarizes our outstanding debt as of December 31, 2015 and 2014 (in thousands): December 31, 2015 2014 KeyBank Credit Agreement $ 110,000 $ — Term Loan 60,119 89,701 HIE Retail Credit Agreement — 22,750 Texadian Uncommitted Credit Agreement — 26,500 Principal amount of long-term debt 170,119 138,951 Less unamortized discount (899 ) (2,341 ) Less deferred financing costs (4,008 ) (5,771 ) Total debt, net of unamortized discount and deferred financing costs 165,212 130,839 Less current maturities (11,000 ) (29,100 ) Long-term debt, net of current maturities $ 154,212 $ 101,739 Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands): Year Ended Amount Due 2016 $ 11,000 2017 11,000 2018 71,119 2019 11,000 2020 11,000 Thereafter 55,000 Total $ 170,119 Additionally, as of December 31, 2015 , we had approximately $1.2 million in letters of credit outstanding under the Texadian Uncommitted Credit Agreement. KeyBank Credit Agreement On December 17, 2015 , we entered into the KeyBank Credit Agreement in the form of a revolving credit facility up to $5 million (" KeyBank Revolving Credit Facility "), which provides for revolving loans and for the issuance of letters of credit and a term loan agreement (“ KeyBank Term Loans ”), which provided term loans totaling $110 million . The proceeds of the KeyBank Term Loans were used to repay in full existing indebtedness under the HIE Retail Credit Agreement and Mid Pac Credit Agreement, to pay transaction fees and expenses and to repay a portion of existing indebtedness under the Term Loan and Bridge Loan Credit Agreement and to facilitate a cash distribution to Par. As of December 31, 2015 , we have not made any borrowings under the KeyBank Revolving Credit Facility . The KeyBank Term Loans mature in seven years and are fully payable on December 17, 2022 . Principal on the KeyBank Term loans will be repaid quarterly over the term of the loans. The KeyBank Revolving Credit Facility matures on December 17, 2020 and no more than seven borrowings of Eurodollar loans may be outstanding at any time. Letters of credit issued under the KeyBank Revolving Credit Facility are not to expire later than 30 days prior to the maturity date of the KeyBank Revolving Credit Facility. The KeyBank Term Loans and advances under the KeyBank Revolving Credit Facility bear interest at a fluctuating rate (i) during the periods such revolving loan or term loan, as applicable, equal to a Base Rate Loan, the Base Rate plus the Applicable Margin (as specified below) and (ii) during the periods such revolving loan or term loan, as applicable, equal to a Eurodollar Loan, the relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable interest period plus the Applicable Margin (as specified below). The effective interest rate for 2015 on the outstanding loan was 3.625% . The applicable margins for the KeyBank Term Loans and advances under the KeyBank Revolving Credit Facility are as specified below: Applicable Margin for Applicable Margin for Level Leverage Ratio Base Rate Loans Eurodollar Loans 1 < 3.00x 1.50% 2.50% 2 3.00x - 3.50x 1.75% 2.75% 3 3.50x - 4.00x 2.00% 3.00% 4 > 4.00x 2.25% 3.25% We agreed to pay certain fees in connection with the KeyBank Credit Agreement , including usage fees for letters of credit and commitment fees for the unused revolver commitment under the KeyBank Revolving Credit Facility . Pursuant to the KeyBank Credit Agreement , we are required to comply with various affirmative and negative covenants affecting our business and operations, including compliance with an interest coverage ratio of less than 2.50 to 1.00, a debt service coverage ratio of less than 1.25 to 1.00, and a maximum leverage ratio, calculated on a trailing four-quarters basis, determined as follows: Period (fiscal quarters) Maximum Leverage Ratio December 31, 2015 — December 31, 2017 4.50 to 1.00 March 31, 2018 — December 31, 2018 4.25 to 1.00 March 31, 2019 and each fiscal quarter-end thereafter 4.00 to 1.00 The loans and letters of credit issued under the KeyBank Credit Agreement are secured by a security interest in and lien on substantially all of the assets of HIE Retail and Mid Pac , a pledge by Par Petroleum, LLC of 100% of its ownership interest in HIE Retail and a pledge by Par Hawaii Inc. of 100% of its ownership interest in Mid Pac . Term Loan On July 11, 2014 , we and certain subsidiaries entered into a Delayed Draw Term Loan and Bridge Loan Credit Agreement ("Credit Agreement"), amending and restating a previous borrowing arrangement with the lenders, to provide us with a term loan of up to $50 million ("Term Loan") and a bridge loan of up to $75 million ("Bridge Loan"). The lenders under the Credit Agreement include ZCOF Par Petroleum Holdings, LLC and Highbridge International, LLC, who are also our stockholders. Proceeds from the Term Loan were used to fund the additional deposit per the Mid Pac merger agreement, to pay transaction costs, and for working capital and general corporate purposes. In July 28, 2014 , the Credit Agreement was amended and we borrowed an additional $35 million ("Advance") under the Term Loan and on September 10, 2014 , we extended the repayment date of the Advance to March 31, 2015 . We had no borrowings under the Bridge Loan and on September 3, 2014 , we terminated the Bridge Loan and expensed approximately $1.8 million of financing costs associated with this loan that is included in Loss on termination of financing agreements in our consolidated statement of operations for the year ended December 31, 2014 . On March 11, 2015 , we entered into a Third Amendment to the Credit Agreement whereby we extended the repayment date of the Advance to March 31, 2016 . Upon the execution of the KeyBank Credit Agreement on December 17, 2015 , we repaid the full amount outstanding under the Advance on December 22, 2015 . The Term Loan matures on July 11, 2018 and bears interest at either 10% per annum if paid in cash or 12% per annum if paid in kind, at our election, and has an original issue discount of 5% . The Term Loan is secured by a lien on substantially all of our assets and our subsidiaries, excluding Texadian Energy Inc. ("TEI"), Texadian Energy Canada Limited (“Texadian Canada”), certain of our immaterial subsidiaries and Par Petroleum, LLC and its subsidiaries (collectively “the Guarantors”). All our obligations under the Term Loan are unconditionally guaranteed by the Guarantors. ABL Facility On September 25, 2013, in connection with the acquisition of PHR , we entered into an asset-based senior secured revolving credit facility (“ABL Facility”) of up to $125 million , of which up to $50 million was available for issuances of letters of credit. The ABL Facility was secured by a lien on substantially all of PHR 's assets. We borrowed $15 million on September 25, 2013 under the ABL Facility to fund the acquisition of PHR . Upon the execution of the Supply and Offtake Agreements in June 2015 (see Note 10—Inventory Financing Agreements ), we repaid in full and terminated the ABL Facility and recognized $1.8 million of financing costs associated with the termination of the agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . HIE Retail Credit Agreement On November 14, 2013, HIE Retail, entered into a Credit Agreement (“Retail Credit Agreement”) in the form of a senior secured loan of up to $30 million and a senior secured revolving line of credit of up to $5 million . On May 15, 2015, HIE Retail entered into an amendment to the Retail Credit Agreement that terminated the retail revolver, extended the maturity date of $22 million of the existing term loan until March 31, 2022, and provided additional term loan borrowings of up to $7.9 million , on the same terms as the previous term loan. We repaid in full and terminated the Retail Credit Agreement in December 2015 upon entering into the KeyBank Credit Agreement and expensed $58 thousand of financing costs associated with the Retail Credit Agreement. Texadian Uncommitted Credit Agreement On June 12, 2013, TEI and its wholly-owned subsidiary Texadian Canada, entered into an Uncommitted Credit Agreement to provide for loans and letters of credit, on an uncommitted and discretionary basis, in an aggregate amount outstanding not to exceed $50 million . Loans and letters of credit issued under the Uncommitted Credit Agreement were secured by a security interest in and lien on substantially all of TEI's assets, a pledge by TEI of 65% of its ownership interest in Texadian Canada and a pledge by us of 100% of our ownership interest in TEI. The Uncommitted Credit Agreement required TEI to comply with various covenants, including covenants regarding the minimum net working capital and minimum tangible net worth of TEI. The Uncommitted Credit Facility did not permit, at any time, TEI’s consolidated leverage ratio to be greater than 5.00 to 1.00 or its consolidated gross asset coverage to be equal to or less than zero. On February 20, 2015, the Uncommitted Credit Agreement was amended and restated, increasing the uncommitted loans and letters of credit capacity to $200 million and extending the maturity date. The agreement expired in February 2016. As of December 31, 2015 , we had $2.0 million of letters of credit outstanding related to this agreement. Mid Pac Credit Agreement On April 1, 2015, PHI and Mid Pac entered into the Mid Pac Credit Agreement in the form of a senior secured term loan in the amount of $50 million and a senior secured revolving line of credit in the aggregate principal amount of up to $5 million scheduled to mature on April 1, 2018. We borrowed the full amount of the loans at the closing. The proceeds of the loans were used to repay certain existing debt of PHI and Mid Pac totaling $45.3 million , pay a portion of the acquisition consideration and for general corporate purposes. We repaid in full and terminated the Mid Pac Credit Agreement upon entering into the KeyBank Credit Agreement and expensed $381 thousand of financing costs associated with the Mid Pac Credit Agreement, which is included within Loss on termination of financing agreements on our consolidated statements of operations for the year ended December 31, 2015 . Cross Default Provisions Included within each of our debt agreements are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of December 31, 2015 , we are in compliance with all of our credit agreements. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the SEC on June 1, 2015 and declared effective on June 23, 2015 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750 million . Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). The Company has no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to the Company, whether by cash dividends, loans or advances. |