UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________________________________________________________________________________________
FORM 10-K/A
(Amendment No. 1)
________________________________________________________________________________________________________________________
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 001-36550
________________________________________________________________________________________________________________________
PAR PACIFIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Delaware | 84-1060803 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
825 Town & Country Lane, Suite 1500 | ||
Houston, | Texas | 77024 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 899-4800
Securities registered under Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of Exchange on which registered |
Common stock, $0.01 par value | PARR | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $763,283,917 based on the closing sales price of the common stock on the New York Stock Exchange as of June 28, 2019. As of February 18, 2020, 53,375,501 shares of the registrant’s Common Stock, $0.01 par value, were issued and outstanding.
Documents Incorporated By Reference
Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report.
TABLE OF CONTENTS
PAGE | |
EXPLANATORY NOTE | |
PART IV | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
i
EXPLANATORY NOTE
Par Pacific Holdings, Inc. (the “Company,” “we,” “our,” and “us”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amended Form 10-K”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2020 (the “Original Form 10-K”), to include the audited financial statements for our investment in an unconsolidated company, Laramie Energy, LLC ("Laramie Energy"), as of and for the years ended December 31, 2019, 2018 and 2017 (as Exhibit 99.2).
Laramie Energy has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X, so we are required, pursuant to Rule 3-09 of Regulation S-X, to provide audited financial statements as an exhibit to the Original Form 10-K. In accordance with Rule 3-09(b)(1), the separate audited financial statements of Laramie Energy are being filed as an amendment to the Original Form 10-K within 90 days after the end of the Company’s December 31 fiscal year.
This Amended Form 10-K also updates, amends, and supplements Item 15 of the Original Form 10-K to include the filing of new Exhibits 31.3, 31.4, 32.3, and 32.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
No other changes have been made to the Original Form 10-K. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K.
1
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1) | Consolidated Financial Statements (Included under Item 8). The Index to the Consolidated Financial Statements is included on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference. |
(2) | Financial Statement Schedules |
Schedule I - Condensed Financial Information of Registrant
(b) Index to Exhibits
2
2.1 | |
2.2 | |
2.3 | |
2.4 | |
2.5 | |
2.6 | |
2.7 | |
2.8 | |
2.9 | |
2.10 | |
2.11 | |
3.1 | |
3.2 | |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
4.5 | |
4.6 | |
4.7 | |
4.8 | |
4.9 | |
4.10 | |
4.11 | |
4.12 | |
4.13 | |
4.14 | |
4.15 | |
4.16 | |
4.17 | |
4.18 | |
4.19 | |
4.20 | |
4.21 | |
4.22 | |
4.23 | |
4.24 | |
4.25 | |
10.1 | |
10.2 | |
10.3 | |
10.4 | |
10.5 | |
10.6 | |
10.7 | |
10.8 | |
10.9 | |
10.10 | |
10.11 | |
10.12 | |
10.13 | |
10.14 | |
10.15 | |
10.16 | |
10.17 | |
10.18 | |
10.19 | |
10.20 | |
10.21 | |
10.22 | |
10.23 | |
10.24 | |
10.25 | |
10.26 | |
10.27 | |
10.28 | |
10.29 | |
10.30 | |
10.31 | |
10.32 | |
10.33 | |
10.34 | |
10.35 | |
10.36 | |
10.37 | |
10.38 | |
10.39 | |
10.40 | |
10.41 | |
10.42 | |
10.43 | |
10.44 | |
10.45 | |
10.46 | |
10.47 | |
10.48 | |
10.49 | |
10.50 | |
10.51 | |
10.52 | |
10.53 | |
10.54 | |
14.1 | |
21.1 | |
23.1 | |
23.2 | |
23.3 | |
31.1 | |
31.2 | |
31.3 | |
31.4 | |
32.1 | |
32.2 | |
32.3 | |
32.4 | |
99.1 | |
99.2 | |
101.INS | XBRL Instance Document.*** + |
101.SCH | XBRL Taxonomy Extension Schema Documents.*** + |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.*** + |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document.*** + |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.*** + |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.*** + |
* | Filed herewith. |
** | Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
*** | These interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections. |
**** | Management contract or compensatory plan or arrangement. |
# | Confidential treatment has been granted for portions of this exhibit. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the SEC. |
+ | Previously filed or furnished, as applicable |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 27, 2020.
PAR PACIFIC HOLDINGS, INC. | ||
By: | /s/ William Pate | |
William Pate | ||
President and Chief Executive Officer | ||
By: | /s/ William Monteleone | |
William Monteleone | ||
Chief Financial Officer |