| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 16, 2021, Par Pacific Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), in connection with an underwritten public offering (the “Equity Offering”) of 5,000,000 shares (the “Offered Shares”) of common stock, par value $0.01 per share (the “Common Stock”). The Company expects the net proceeds from the Equity Offering to be approximately $75.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the Equity Offering for general corporate purposes, including repaying indebtedness, capital expenditures and funding working capital.
The issuance and sale of the Offered Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-229528), filed with the Securities and Exchange Commission and declared effective on February 15, 2019. The Equity Offering is expected to close on March 19, 2021, subject to customary closing conditions. A legal opinion relating to the validity of the Offered Shares is filed herewith as Exhibit 5.1.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. Furthermore, the Company has agreed with the Underwriters not to offer or sell any shares of its Common Stock (or securities convertible into or exchangeable for Common Stock), for a period of 60 days after the date of the Underwriting Agreement without the prior written consent of the Representatives, subject to certain exceptions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 16, 2021, the Company issued a news release announcing the pricing of the Equity Offering. A copy of the news release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
