| Item 7.01 | Regulation FD Disclosure. |
On February 15, 2023, Par Pacific Holdings, Inc. (the “Company”) issued press releases reporting the pricing of the loans under the Facility (as described below) and the commencement of the Tender Offers (as described below). The press releases are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the 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, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Refinancing of Term Loan B
On February 14, 2023, the Company, Par Petroleum, LLC (“PPL”) and Par Petroleum Finance Corp. (“Finance Corp”) priced the proposed private $550 million aggregate principal amount senior secured term loan B due 2030 (the “Facility”). The proceeds of the loans under the Facility will be used for refinancing the Company’s existing term loan B due 2026 and its outstanding Notes (as described below) and general corporate purposes.
Tender Offers
On February 15, 2023, the Company announced the commencement of cash tender offers (the “Tender Offers”) for the purchase by PPL of any and all of the (i) 7.750% Senior Secured Notes due 2025 (the “2025 Notes”) and (ii) 12.875% Senior Secured Notes due 2026 (together with the 2025 Notes, the “Notes”) of PPL and Finance Corp. (collectively, the “Issuers”). The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 15, 2023, including the condition that the Issuers shall have raised at least $550 million in gross proceeds under the Facility (the “Financing Condition”). As described below, to the extent any Notes remain outstanding after the consummation of the Tender Offers, the Issuers have exercised their optional redemption rights with respect to any outstanding Notes and intend to satisfy and discharge each indenture governing the Notes (the “Indentures”), as applicable, on the settlement date, in accordance with the terms of the Indentures.
Redemption of Notes
On February 15, 2023, the Issuers issued notices of conditional redemption (collectively, the “Redemption”) for each series of the Notes pursuant to the applicable Indenture, in each case, subject to the Financing Condition. This Current Report on Form 8-K does not constitute a notice of redemption under the Indentures, nor an offer to tender for, or purchase, any Notes or any other security.
Amendments
In connection with the foregoing, (i) PPL, Par Hawaii, LLC, Hermes Consolidated, LLC and Wyoming Pipeline Company LLC, the guarantors party thereto, the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into the First Amendment, dated as of February 14, 2023, to Amended and Restated Loan and Security Agreement, dated as of February 2, 2022, (ii) Par Hawaii Refining, LLC, PPL and J. Aron & Company, LLC entered into the Amendment, dated as of February 13, 2023, to Second Amended and Restated Supply and Offtake
