 Mid-Pac Acquisition and Rights Offering Presentation July 2014 Exhibit 99.1 |
 2 The company filed a prospectus supplement with the SEC on July 22, 2014, which prospectus supplement provides the terms of the rights offering and supplements the accompanying prospectus, dated July 7, 2014, which is part of the Company’s registration statement on Form S-3, File No. 333-195662. This communication is being used in connection with the rights offering. Before you invest, you should read the prospectus supplement, the prospectus in the registration statement and other documents that the Company has filed with the SEC for more complete information about the Company and this rights offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain a prospectus supplement and prospectus from the information agent for the rights offering at the following address and telephone number: D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005. Banks and Brokers call collect: (212) 269-5550. All others call Toll Free: (800) 967-4607. |
 3 Forward Looking Disclaimer Certain statements in this presentation may constitute “forward-looking” statements as defined in various provisions of the federal securities law or in releases made by the SEC, all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. The forward-looking statements contained in this presentation are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control, including: our ability to successfully complete the pending Mid Pac acquisition, integrate it with our operations and realize the anticipated benefits from the acquisition; our ability to identify all potential risks and liabilities in our due diligence of Mid Pac and its business; any unexpected costs or delays, including modifications to the terms of the transaction which may be required by HSR, in connection with the pending Mid Pac acquisition; the continued availability of our net operating loss tax carryforwards; our ability to maintain adequate liquidity; compliance with legal and/or regulatory requirements; a liquid market for our common stock may not develop; the concentrated ownership of our common stock may depress its liquidity; our ability to generate cash flow may be limited; effectiveness of our disclosure controls and procedures and our internal controls over financial reporting; the potential for spills, discharges or other releases of petroleum products or hazardous substances; our level of indebtedness may prove excessive; and the other risks identified in our Prospectus Supplement filed with the SEC on July 22, 2014, and in our most recent periodic and current reports filed with the SEC. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or that the forward- looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements. All forward-looking statements speak only as of the date they are made. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. |
 4 Agenda I. Participants II. Par Fundamentals III. Mid-Pac Overview and Island Strategy IV. Rights Offering Details V. Par Overview |
 5 Participants Melvyn Klein, Chairman of the Board Will Monteleone, President & Chief Executive Officer Curt Anastasio, Member of Board of Directors & Chairman of the Operations and Technology Committee |
 6 Par Petroleum – Key Statistics Key Statistics (1) Share price and current balances as of July 24, 2014 other than cash and Term Loan; see note (4) below (2) Pro forma for rights offering of $100 million at $16.00 / share. (3) Total common shares outstanding as of the record date, July 21, 2014. (4) Includes upsized facility as of July 28, 2014; $35 MM to be repaid from proceeds of rights offering (5) Includes current maturities Shareholder Base Overview ($ in millions, except share price) Current (1) Pro forma (2) Total Shares Outstanding (3) 30.3 36.7 Share Price 20.12 20.12 Market Capitilization $609.8 $737.8 Term Loan (4) 85.00 50.00 Committed Bridge Facility ($75 MM) 0.00 0.00 ABL Facility 45.0 45.0 Retail Credit Agreement (5) 29.1 29.1 Total Debt Outstanding $159.1 $124.1 (-) Cash and Cash Equivalents (62) (127) Net Debt $97.1 ($2.9) Total Enterprise Value $706.9 $734.9 Zell Credit Opportunities Master Fund LP 32% Funds Managed by Whitebox Advisors LLC 24% Other Holders 45% |
 Mid-Pac Overview |
 8 Mid-Pac Business Overview Over 80 retail locations across 4 islands Annualized refined product sales of approximately 74 million gallons of fuel (based on the 6 months ended 3/31/14) Exclusive right to 76 brand for Hawaii through 2024 Fee owned real estate locations provides competitive advantage 4 refined product terminals with throughput rights to an additional site – Throughput rights for Barbers Point Aloha – Leased & operated terminal on Kauai – Leased & operated terminal on Kona – Owned terminal leased to HIE in Hilo – Owned & operated terminal on Molokai (only terminal on island) |
 Mid-Pac Fits into Our Operating Strategy (1) Core Strategic Element: Hawaii is highly contractual market….optimal sales slate must be developed over time Maximizing product slate value requires optimizing our jet sales which creates incremental gasoline range molecules Optimal Slate (1) Hawaii aggregate markets based on Company estimates 9 Commercial Jet Demand Military Jet / Diesel Major Gasoline ~35mbpd 20% Effective 4/1 80% Effective 7/1 ~6.5mbpd 100% Effective 10/1 ~30,000 mbpd 100% Effective 1/1 |
 10 Acquisition Summary Investment in Mid-Pac provides significant cost savings opportunity by internalizing consumption and keeping product on-island – Keeping product on-island vs. exporting is expected to improve margin by ~$6-10/barrel – Mid-Pac sells ~4,200 bpd of gasoline and 1,000 bpd of diesel Motor fuels – Management believes Mid-Pac footprint is highly complementary – Consolidation allows increased logistics efficiency and access to localized markets Market access – Mid-Pac adds access to Kauai motor fuel market – Mid-Pac’s terminaling capability on Kona-side of Hawaii reduces trucking cost – Mid-Pac owns in fee many retail locations Other benefits – Mid-Pac has full back office and creates immediate staff augmentation – Long-term license of major brand name (76 brand) Mid-Pac synergies – In addition to the margin enhancing synergies relating to minimizing gasoline exports, Mid-Pac provides material cost savings at the retail and logistics level – Mid-Pac is expected to provide approximately $5mm of annual cost savings |
 11 Rights Offering The Company expects its two largest shareholders will subscribe to their pro rata portion of the offering Par intends to raise $100 million of gross proceeds from the rights offering based upon the following terms: Record date 7/21/2014 Shares/ right 0.21 Shares issued in offering 6,364,512 Pro forma shares outstanding 36,671,712 Exercise price/ share $16.00 Discount to market (7/21/14) 21% Expiration date 8/13/2014 5:00 PM ET |
 Par Overview |
 13 Current Hawaii Operations Refinery Integrated Logistics Retail 94,000 BPD Capacity 5.7x Nelson Complexity 2.4 MMBls crude oil and feedstock storage 2.5 MMBls refined product storage Five refined product terminals with approximately 247,000 Bbls of working capacity Total of 290,000 Bbls of shell capacity 27 miles of distribution pipelines Proprietary product lines to Kalaeloa Barbers Point Harbor from the Refinery Single Point Mooring (SPM) and associated subsea crude oil and refined product pipelines Two dedicated time chartered tug/barge units One assist Tug 31 retail locations on Maui, Hawaii and Oahi islands 27 company operated retail outlets One company controlled, unattended cardlock location One company controlled, dealer operated outlet One dealer owned, dealer operated outlet Refining Unit Capacity (MBPD) Crude Unit 94 Vacuum Distillation Unit 36 Hydrocracker 18 Catalytic Reformer 13 Visbreaker 11 Hydrogen Plant (MMCFD) 18 Naphtha Hydrotreater 13 Two company controlled, commission agent outlets |
 14 Texadian acquired from SEACOR Holdings on December 31, 2012 for $13 million + working capital Primary assets consist of the following as of December 31, 2013: – Historical pipeline positions on attractive lines moving Canadian barrels from north to south – 178 leased railcars – Leased tow and barge equipment – Favorable relationships with major inland marine providers – Significant marine expertise in moving Canadian barrels via barge from St. Louis to the lower Mississippi river Financed separately with access to $50 million trade credit facility Access to terminal and dock facility in Wood River, IL Pipeline Positions Texadian Energy Pipeline Origin Destination Platte / Express Hardisty, Alberta Wood River, IL Mustang Chicago, IL Patoka, IL |
 15 Piceance Energy Overview Concentrated acreage footprint in the historically prolific Piceance basin – Underlying geology characterized by consistent Williams Fork sand with deeper Mancos / Niobrara potential Over 304 producing Williams Fork wells Among the lowest cost gas weighted basins in the continental U.S. Liquids production of 19% on a volume basis in the form of NGLs / Condensate Over 3,500 undeveloped Williams Fork locations Almost all leasehold interests held by production Significant undeveloped resource base from the Mancos / Niobrara shale Piceance is commencing a one rig pad drilling program in Q3’14, which is expected to grow production and generate borrowing base expansion to pursue future development Required Henry Hub ($ / MCF )Price to Generate 11% IRR (1) (1) Source: Goldman Sachs Global Investment Research $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 |
 16 Building a foundation for 2015 and beyond 2014 is a transition year for Par highlighted by the pending Mid-Pac acquisition Increasing on-island sales volumes is a core strategic initiative and there are several ongoing bidding processes with new customers Crude purchasing strategy has improved feedstock differentials to Brent relative to what the refinery experienced in 2013 and Q1 2014 Anticipated immediate staff augmentation from the existing Mid-Pac personnel |
 17 Strategy & Conclusions Investment in Mid-Pac provides significant value creation by internalizing consumption, keeping product on-island, and allowing the company to optimize its product and crude slate to the local economy The acquired assets of Mid-Pac unlock value inside Par’s existing footprint The current Hawaii operations, combined with this years’ transition/repositioning costs and Mid-Pac acquisition, offers potential for an attractive return on total invested capital Strategy is to create ongoing, stable earnings capable of predictable monetization of NOLs Serious commitment by a professional and experienced Board of Directors and two major shareholders Early stages of evolutionary process and value creation present challenges, but high level of focus on a sound strategy translates into success |