UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2023
Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 1-36550 | | 84-1060803 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
825 Town & Country Lane, Suite 1500 Houston, Texas | | 77024 |
(Address of principal executive offices) | | (Zip Code) |
(281) 899-4800
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value | PARR | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Item 1.01. | Entry into a Material Definitive Agreement |
On June 21, 2023, Par Hawaii Refining, LLC, a Hawaii limited liability company (“PHR”) and indirect wholly-owned subsidiary of Par Pacific Holdings, Inc. (“Par Pacific”), and Par Petroleum, LLC, a Delaware limited liability company and a subsidiary of Par Pacific and the parent of PHR, as guarantor, entered into an Amendment (the “Amendment”) to Second Amended and Restated Supply and Offtake Agreement (as amended, the “S&O Agreement”) with J. Aron & Company LLC (“J. Aron”).
The Amendment amended the S&O Agreement to change the interest rate benchmark in the S&O Agreement by replacing LIBOR with the SOFR Rate and to make certain other conforming and mechanical changes. The Amendment provides that the SOFR Rate means the sum of (a) Compounded SOFR (as defined in the S&O Agreement), and (b) 0.26161%. Among other things, the interest rate benchmark applicable to Discretionary Draw Advances (as defined in the S&O Agreement) and the default interest rate are also amended to refer to the SOFR Rate. The Amendment will be effective on July 1, 2023, and on and after such effective date LIBOR will no longer be used as an interest rate benchmark in the S&O Agreement.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information provided under Item 1.01 of this Current Report on Form 8-K is also responsive to Item 2.03 of this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.03.
Item 9.01 | Financial Statements and Exhibits |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 26, 2023
| | | |
| PAR PACIFIC HOLDINGS, INC. |
| | |
| By: | | /s/ Jeffrey R. Hollis |
| | | Jeffrey R. Hollis |
| | | Senior Vice President, General Counsel, and Secretary |
