8-K

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 15, 2016

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.)

800 Gessner Road, Suite 875 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)

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))

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Item 1.01    Entry into a Material Definitive Agreement.

On June 15, 2016, Par Pacific Holdings, Inc. (the “Company”) and certain of its subsidiaries (the “Guarantors”) entered into a Seventh Amendment, Consent and Waiver (the “Seventh Amendment”) to Delayed Draw Term Loan and Bridge Loan Credit Agreement (as amended from time to time, the “Credit Agreement”) with Jefferies Finance LLC, as administrative agent (the “Administrative Agent”), and the lenders party thereto from time to time, including WB Macau55 Ltd., Highbridge International, LLC and Highbridge Tactical Credit & Convertibles Master Fund, L.P. (collectively, the “Term Lenders”). Set forth below are certain of the material terms of the Seventh Amendment.

Lender Consent to Purchase Agreement and the Acquisition. Pursuant to the Seventh Amendment, the Term Lenders and the Administrative Agent consented to the execution by each of the Company and Par Wyoming, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Buyer”), of the Unit Purchase Agreement dated as of June 14, 2016 (the “Purchase Agreement”), among Buyer, Black Elk Refining, LLC, a Delaware limited liability (the “Seller”), and solely for the limited purposes set forth in the Purchase Agreement, the Company, the performance of their respective obligations thereunder and the consummation of the acquisition (the “Wyoming Refining Acquisition”) by the Buyer from the Seller of all of the issued and outstanding units representing the membership interests in Hermes Consolidated, LLC, a Delaware limited liability company doing business as Wyoming Refining Company (“Wyoming Refining Company”), and indirectly Wyoming Refining Company’s wholly owned subsidiary, Wyoming Pipeline Company LLC, a Wyoming limited liability company.

Amendments to Permit Certain Convertible Notes and Bridge Notes Issuances. Under the Seventh Amendment, the Credit Agreement was amended to permit (i) the issuance by the Company of up to $52.5 million aggregate principal amount of the Company’s unsecured 2.5% Convertible Subordinated Bridge Notes due 90 days following the issuance thereof (the “Bridge Notes”) and the Company’s unsecured Convertible Senior Notes due 2021 (the “Convertible Notes”) and (ii) the Company’s performance of its obligations under a note purchase agreement pursuant to which the Bridge Notes will be issued (the “Bridge Notes Purchase Agreement”) and the indenture pursuant to which the Convertible Notes will be issued (the “Convertible Notes Indenture”).

Required Prepayment. As a condition to the entry by the Term Lenders into the Seventh Amendment, the Company is required to make a $5.0 million prepayment (the “Prepayment”) under the Credit Agreement from the net cash proceeds of the Convertible Notes issuance. The Prepayment must be made not later than three business days following the receipt of such proceeds and does not include accrued and unpaid interest on the amount prepaid, with such interest payable in accordance with the Seventh Amendment.

Consent Fee. In consideration for the consent of the Term Lenders set forth in the Seventh Amendment, the Company will pay the Term Lenders, in cash, on or before the earlier of (x) July 1, 2016 and (y) the issuance of the Convertible Notes, a non-refundable consent fee in an aggregate amount equal to $2.5 million to be apportioned among the Term Lenders as set forth therein.

The foregoing description of the Seventh Amendment is qualified in its entirety by reference to the Seventh 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 included in Item 1.01 of this Current Report on Form 8-K regarding the Seventh Amendment is incorporated by reference into this Item 2.03.

Item 7.01    Regulation FD Disclosure

On June 15, 2016, the Company issued a news release announcing that it intends to offer $100.0 million aggregate principal amount of Convertible Notes in a private placement (or up to $115.0 million aggregate principal amount of Convertible Notes if the purchasers exercise their option in full to purchase $15.0 million aggregate principal amount of additional Convertible Notes). A copy of the news release is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 8.01 Other Events

Risks Related to the Wyoming Refining Acquisition

Set forth below are certain risk factors with respect to the Company’s pending Wyoming Refining Acquisition. As used in Item 8.01 of this Current Report on Form 8-K, the terms “we,” “us,” “our,” and the “Company” refer to Par Pacific Holdings, Inc. and its consolidated subsidiaries.

The pending Wyoming Refining Acquisition may not close as anticipated.

The Wyoming Refining Acquisition is expected to close in mid-July 2016, subject to certain customary closing conditions. If these conditions are not satisfied or waived, the Wyoming Refining Acquisition will not be consummated. Certain of the conditions that remain to be satisfied include, but are not limited to:

• the continued accuracy of the representations and warranties contained in the Purchase Agreement;

• the performance by each party of its obligations under the Purchase Agreement;

• the absence of any decree, order, injunction, ruling or judgment that prohibits the Wyoming Refining Acquisition or makes the Wyoming Refining Acquisition unlawful;

• the obtaining of certain third-party consents required for the consummation of the Wyoming Refining Acquisition;

• the absence of a material adverse effect on the refinery operations and logistics assets to be acquired as a result of the Wyoming Refining Acquisition (the “Wyoming Refinery and Logistics Business”); and

• the execution of certain agreements related to the consummation of the Wyoming Refining Acquisition.

In addition, we and the Seller can mutually agree to terminate the Purchase Agreement without completing the Wyoming Refining Acquisition. Further, we or the Seller can unilaterally terminate the Purchase Agreement without the other party’s agreement and without completing the Wyoming Refining Acquisition if, among other things:

• consummation of the transactions contemplated by the Purchase Agreement would violate any nonappealable final order, decree or judgment of any governmental authority having competent jurisdiction; or

• (i) there has been a breach by the other party of any covenant, representation or warranty contained in the Purchase Agreement (which has not been waived in writing by the non-breaching party), (ii) such violation or breach is not capable of being cured within 10 days after notice from the non-breaching party and (iii) such violation or breach would result in a failure of certain conditions set forth in the Purchase Agreement being satisfied by July 15, 2016.

Although in the event of a termination of the Purchase Agreement, neither we nor the Seller will be required to pay a termination fee, if a party terminates the Purchase Agreement because of a willful and knowing breach by the other party of any of its obligations, representations, warranties, agreements or covenants, the breaching party may be liable for any and all damages of the terminating party arising from such breach.

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We cannot assure you that the pending Wyoming Refining Acquisition will close on our expected timeframe, or at all, or close without material adjustment. In addition, the closing of the Convertible Notes offering is not conditioned on, nor is it a condition to, the closing of the Wyoming Refining Acquisition.

We may fail to successfully integrate the Wyoming Refinery and Logistics Business with our existing business in a timely manner, which could have a material adverse effect on our business, financial condition, results of operations or cash flows, or fail to realize all of the expected benefits of the Wyoming Refining Acquisition, which could negatively impact our future results of operations.

Integration of the Wyoming Refinery and Logistics Business with our existing business will be a complex, time-consuming and costly process, particularly given that the Wyoming Refining Acquisition will significantly increase our size and diversify the geographic areas in which we operate. A failure to successfully integrate the Wyoming Refinery and Logistics Business with our existing business in a timely manner may have a material adverse effect on our business, financial condition, results of operations or cash flows. The difficulties of combining the Wyoming Refinery and Logistics Business include, among other things:

• operating a larger combined organization and adding operations;

• difficulties in the assimilation of the assets and operations of the Wyoming Refinery and Logistics Business;

• customer or key employee loss from the Wyoming Refinery and Logistics Business;

• the diversion of management’s attention from other business concerns;

• integrating personnel from diverse business backgrounds and organizational cultures;

• managing relationships with new customers and suppliers for whom we have not previously provided products or services;

• maintaining an effective system of internal controls related to the Wyoming Refinery and Logistics Business and integrating internal controls, compliance under the Sarbanes-Oxley Act of 2002 and other regulatory compliance and corporate governance matters;

• an inability to complete other internal growth projects and/or acquisitions;

• difficulties integrating new technology systems that we have not historically used in our operations or financial reporting;

• an increase in our indebtedness;

• potential environmental or regulatory compliance matters or liabilities and title issues, including certain liabilities arising from the operation of the Wyoming Refinery and Logistics Business before the Wyoming Refining Acquisition;

• coordinating geographically disparate organizations, systems and facilities; and

• coordinating and consolidating corporate and administrative functions.

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If we consummate the Wyoming Refining Acquisition and if any of these risks or unanticipated liabilities or costs were to materialize, then any desired benefits of the Wyoming Refinery and Logistics Business may not be fully realized, if at all, and our future results of operations could be negatively impacted. In addition, the Wyoming Refinery and Logistics Business may actually perform at levels below the forecasts we used to evaluate the Wyoming Refinery and Logistics Business, due to factors that are beyond our control, such as competition in the Wyoming Refining Company’s region, market demand for the products the Wyoming Refining Company produces and regulatory requirements for maintenance and improvement projects at the Wyoming Refining Company. If the Wyoming Refinery and Logistics Business performs at levels below the forecasts we used to evaluate the Wyoming Refining Acquisition, then our future results of operations could be negatively impacted.

The Wyoming Refining Acquisition, if completed, may prove to be worth less than we paid because of uncertainties in evaluating potential liabilities.

Our recent growth is due in large part to acquisitions, such as the acquisitions of Texadian Energy, Inc., Par Hawaii Refining, LLC and Mid Pac Petroleum, LLC and, if completed, the Wyoming Refining Acquisition. We expect acquisitions to be instrumental to our future growth. Successful acquisitions require an assessment of a number of factors, including estimates of potential unknown and contingent liabilities. Such assessments are inexact and their accuracy is inherently uncertain. In connection with our assessments, we perform due diligence reviews of acquired companies and their businesses that we believe are generally consistent with industry practices. However, such reviews will not reveal all existing or potential problems. In addition, our reviews may not permit us to become sufficiently familiar with potential environmental problems or other contingent and unknown liabilities that may exist or arise. We conducted due diligence in connection with the Wyoming Refining Acquisition prior to signing the Purchase Agreement and are continuing to conduct due diligence during the period between the signing and closing of the acquisition. Certain due diligence related to competitive factors will not be known until the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”). As a result, there may be unknown and contingent liabilities related to Wyoming Refining Company and its business of which we are unaware. We could be liable for unknown obligations relating to the Wyoming Refining Acquisition, if completed, for which indemnification is not available, which could materially adversely affect our business, results of operations and cash flow.

Obtaining required regulatory approvals may prevent or delay completion of the Wyoming Refining Acquisition or reduce the anticipated benefits of the Wyoming Refining Acquisition or may require changes to the structure or terms of the Wyoming Refining Acquisition.

Completion of the Wyoming Refining Acquisition is conditioned upon, among other things, the expiration or termination of the applicable waiting period, including any extension thereof, under HSR. The time it takes to obtain these approvals may delay the completion of the Wyoming Refining Acquisition. Further, regulatory authorities may place certain conditions on their approval of the transaction. Satisfying these conditions may also delay the completion of the transaction and/or may reduce the anticipated benefits of the Wyoming Refining Acquisition, which could have a material adverse effect on our business and cash flows, financial condition and results of operations. Additionally, at any time before or after the transaction is completed, the Antitrust Division of the Department of Justice, the Federal Trade Commission or U.S. state attorneys general could take action under the antitrust laws in opposition to the transaction, including seeking to enjoin completion of the transaction, condition completion of the transaction upon the divestiture of certain assets or impose restrictions on the post-closing operations. Any of these requirements or restrictions may prevent or delay completion of the Wyoming Refining Acquisition or may reduce the anticipated benefits of the Wyoming Refining Acquisition, which could also have a material adverse effect on our business and cash flows, financial condition and results of operations.

Financing the Wyoming Refining Acquisition will substantially increase our outstanding indebtedness.

We intend to fund the Wyoming Refining Acquisition with net proceeds from this offering of the Convertible Notes, net proceeds from an anticipated subscription rights offering of up to $50.0 million, a new $65.0 million term loan facility by the parent of Wyoming Refining Company, and cash on hand. The closing of the Convertible Notes offering is not

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conditioned on the closing of the Wyoming Refining Acquisition and the subscription rights offering. After giving effect to these transactions, including the payment of the Wyoming Refining Acquisition purchase price and related expenses, we expect the principal amount of our outstanding indebtedness to increase from $167.4 million as of March 31, 2016 to approximately $385.4 million. This increase in our indebtedness may reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditure or working capital needs because we will require additional funds to service our outstanding indebtedness and may not be able to obtain additional financing.

Flaws in our ongoing due diligence in connection with the Wyoming Refining Acquisition could have a significant negative effect on our financial condition and results of operations.

We conducted limited due diligence in connection with the Wyoming Refining Acquisition prior to signing the Purchase Agreement and are continuing to conduct due diligence during the period between the signing and closing of the acquisition. Certain due diligence related to competitive factors will not be known until the HSR review is completed. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process and the fact that such efforts do not always lead to a consummated transaction. Diligence may not reveal all material issues that may affect a particular entity. In addition, factors outside the control of the entity and outside of our control may later arise. If, during the diligence process, we fail to identify issues specific to an entity or the environment in which the entity operates, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in other reporting losses. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may become subject if we obtain debt financing. We cannot assure you that we will not have to take write-downs or write-offs in connection with the acquisitions of certain of the assets and assumption of certain liabilities of Wyoming Refining Company, which could have a negative effect on our financial condition and results of operation following closing.

In connection with the Wyoming Refining Acquisition, we will be required to undertake significant remediation and other corrective actions with respect to certain environmental matters.

In connection with the Wyoming Refining Acquisition, there are several environmental issues that will require us to undertake significant remediation efforts and other corrective actions. The refinery in Newcastle, Wyoming (the “Newcastle Refinery”) owned by Wyoming Refining Company, is subject to a number of consent decrees, orders, and settlement agreements involving the U.S. Environmental Protection Agency and/or the Wyoming Department of Environmental Quality, some of which date back to the late 1970s and several of which remain in effect, requiring further actions at the Newcastle Refinery.

As is typical of older small refineries like the Newcastle Refinery, the largest cost component arising from these various decrees relates to the investigation, monitoring, and remediation of soil, groundwater, surface water, and sediment contamination associated with the facility’s historic operations. Investigative work by Wyoming Refining Company and negotiations with the relevant agencies as to remedial approaches remain ongoing on a number of aspects of the contamination, meaning that investigation, monitoring, and remediation costs are not reasonably estimable for some elements of these efforts. Based on current information, however, preliminary estimates we have received for the well-understood components of these efforts suggest total response costs of approximately $22.5 million, approximately one-third of we except to incur in the next five years, with the remainder being incurred over approximately 30 years. We have the right to seek indemnification from the Seller under the Purchase Agreement for breaches of representations and warranties related to environmental matters, subject to the limitations on indemnification provided therein.

Additionally, we believe the Newcastle Refinery will need to modify or close a series of wastewater impoundments in the next several years and to replace those impoundments with a new wastewater treatment system. Based on preliminary information, reasonable estimates we have received suggest costs of approximately $2.1 million to modify or close the existing wastewater treatment ponds and approximately $11.6 million to design and construct a new wastewater treatment system.

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Finally, among the various historic consent decrees, orders, and settlement agreements into which the Newcastle Refinery has entered, there are several penalty orders associated with exceedances of permitted limits by the Newcastle Refinery’s wastewater discharges. Although the frequency of these exceedances appears to be declining over time, we may become subject to new penalty enforcement action in the next several years, which could involve penalties in excess of $100,000. Moreover, in addition to the issues associated with the Newcastle Refinery, certain product pipeline assets are being acquired in the Wyoming Refining Acquisition. The Pipeline and Hazardous Materials Administration (“PHMSA”) recently conducted an integrated inspection of the products pipeline with additional follow-up regarding integrity management planning and general operations and maintenance. Based on preliminary discussions with PHMSA following this inspection, the Newcastle Refinery anticipates a civil penalty in excess of $100,000. In connection with our acquisition of, and commencement of operations at, the Newcastle Refinery, findings of a past failure to comply with applicable environmental or pipeline safety laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties that could be in excess of $100,000, the imposition of investigatory, remedial or corrective actions and the issuance of orders enjoining future operations or imposing additional compliance requirements on such operations.

We may not consummate the Wyoming Refining Acquisition, and the Convertible Notes offering is not conditioned on the consummation of the Wyoming Refining Acquisition.

We intend to use the net proceeds from the Convertible Notes, along with the net proceeds from the subscription rights offering, to fund a portion of the Wyoming Refining Acquisition. However, we may not consummate the Wyoming Refining Acquisition, which is subject to the satisfaction of customary closing conditions. There can be no assurance that such conditions will be satisfied or that the Wyoming Refining Acquisition will be consummated. Further, we may not consummate the subscription rights offering, which is subject to market conditions and other factors.

If the Wyoming Refining Acquisition is not consummated, our management will have broad discretion in the application of the net proceeds of the Convertible Notes and could apply the proceeds in ways that our stockholders may not approve. In addition, if the subscription rights offering is not consummated, our management will have broad discretion in the source of funds for the Wyoming Refining Acquisition, and could draw upon such other sources of funds in ways that our stockholders may not approve. In either event, the market price of our common stock could be adversely affected.

The volatility of crude oil prices and refined product prices and changes in the demand for such products, may have a material adverse effect on our business, financial condition, results of operations or cash flows.

Expected earnings and cash flows from the Wyoming Refining Acquisition depend on a number of factors, including to a large extent the cost of crude oil and other refinery feedstocks which has fluctuated significantly in recent years. While prices for refined products are influenced by the price of crude oil, the constantly changing margin between the price we pay for crude oil and other refinery feedstocks and the prices

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we receive for refined products (“crack spread”) also fluctuates significantly. These prices we pay and prices we receive depend on numerous factors beyond our control, including the global supply and demand for crude oil, gasoline and other refined products, which are subject to, among other things:

• changes in the global economy and the level of foreign and domestic production of crude oil and refined products;

• availability of crude oil and refined products and the infrastructure to transport crude oil and refined products;

• local factors, including market conditions, the level of operations of other refineries in our markets and the volume and price of refined products imported;

• threatened or actual terrorist incidents, acts of war and other global political conditions;

• government regulations; and

• weather conditions, hurricanes or other natural disasters.

In addition, we purchase our refinery feedstocks before manufacturing and selling the refined products. Price level changes during the period between purchasing feedstocks and selling the manufactured refined products from these feedstocks could have a significant impact on our financial results. We also purchase refined products manufactured by others for sale to our customers. Price level changes during the periods between purchasing and selling these refined products could also have a material adverse effect on our business, financial condition, results of operations or cash flows.

The Wyoming Refining Company is particularly vulnerable to disruptions to our refining operations because is refining operations are concentrated in one facility, which is scheduled for a maintenance turnaround during 2019 and 2020 that will involve significant expenditures.

Because all of the Wyoming Refining Company’s refining operations are concentrated in the Newcastle Refinery, a significant disruption at the Newcastle facility could have a material adverse effect on our business, financial condition or results of operations.

The Wyoming Refining Company expects to perform a significant maintenance turnaround at the Newcastle Refinery during 2019 and 2020, which will involve anticipated expenditures of $30 to $31 million each year. All or a portion of its refinery’s production may be halted or disrupted during the turnaround and the turnaround, if unsuccessful or delayed, could have a material adverse effect on our business, financial condition or results of operations.

In addition, the Newcastle Refinery may require additional unscheduled down time for unanticipated maintenance or repairs that are more frequent than our scheduled turnarounds. Refinery operations may also be disrupted by external factors such as a suspension of feedstock deliveries or an interruption of electricity, natural gas, water treatment or other utilities. Other potentially disruptive factors include natural disasters, severe weather conditions, workplace or environmental accidents, interruptions of supply, work stoppages, losses of permits or authorizations or acts of terrorism. Disruptions to our refining operations could reduce our revenues during the period of time that our processing units are not operating.

The operating results for Wyoming Refining Company, including the products it refines and distributes are seasonal and generally lower in the first and fourth quarters of the year.

The operating results for Wyoming Refining Company, including the products it refines and sells can be seasonal. Demand for gasoline is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic. Wyoming Refining Company’s operating results for the first and fourth calendar quarters may be lower than those for the second and third calendar quarters of each year as a result of this seasonality.

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We could be held responsible in the future for decommissioning liabilities for offshore interests we no longer own.

Under state and federal law, oil and gas companies are obligated to plug and abandon (“P&A”) a well and restore the lease to pre-operating conditions after operations cease. U.S. state and federal regulations allow the government to call upon predecessors in interest of oil and gas leases to pay for P&A, restoration and decommissioning obligations if the current operator fails to fulfill those obligations, the costs of which could be significant. On March 23, 2016, we assigned our interests in the Point Arguello Unit offshore California to Whiting Oil and Gas Corporation; however, as a former record title holder, the federal Bureau of Ocean Energy Management could call upon us to fulfill the P&A obligations related to these divested assets if the then current lessee of those assets are unable to fulfill their obligations.

Renewable fuels mandates may reduce demand for the petroleum fuels we produce, which could have a material adverse effect on our business results of operations and financial condition and the Wyoming Refining Acquisition.

The EPA has issued Renewable Fuel Standard (“RFS”) mandates, requiring refiners such as us to blend renewable fuels into the petroleum fuels they produce and sell in the U.S. We, and other refiners subject to RFS, may meet the RFS requirements by blending the necessary volumes of renewable fuels produced by us or purchased from third parties. To the extent that refiners will not or cannot blend renewable fuels into the products they produce in the quantities required to satisfy their obligations under the RFS program, those refiners must purchase renewable credits, referred to as renewable identification numbers (“RINs”), to maintain compliance. To the extent that we exceed the minimum volumetric requirements for blending of renewable fuels, we generate our own RINs for which we have the option of retaining the RINs for current or future RFS compliance or selling those RINs on the open market.

Under the RFS program, the volume of renewable fuels that obligated parties are required to blend into their finished petroleum fuels increases annually over time until 2022. Our refinery is subject to compliance with the RFS mandates. On November 30, 2015, the EPA issued final volume mandates for the years 2014 through 2016, which are generally lower than the corresponding statutory mandates for those years.

Existing laws, regulations or regulatory initiatives could change and, notwithstanding that the EPA’s proposed volume mandates for 2014 through 2016 are generally lower than the corresponding statutory mandate for those years, the final minimum volumes of renewable fuels that must be blended with refined petroleum fuels could increase in the future. Despite a decline in RINs prices from relatively higher levels observed during mid-2013, we cannot currently predict the future prices of RINs and, thus, the expenses related to acquiring RINs in the future could increase relative to the cost in prior years. During 2015, we paid $6.3 million for RINs and expect to pay approximately the same amount in 2016. Any increase in the final minimum volumes of renewable fuels that must be blended with refined petroleum fuels, and/or any increase in the cost to acquire RINs has the potential to result in significant costs in connection with RINs compliance for 2016 and future years, which costs could be material and may have a material adverse impact on our business, financial condition, and results of operations. Finally, while there is no current regulatory standard that authenticates RINs that may be purchased on the open market from third parties, we believe that the RINs we purchase are from reputable sources, are valid and serve to demonstrate compliance with applicable RFS requirements.

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Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

10.1	Seventh Amendment, Consent and Waiver to Delayed Draw Term Loan and Bridge Credit Agreement, dated as of June 15, 2016.
99.1	News Release dated June 15, 2016, announcing the Convertible Notes offering.

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SIGNATURE

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.

	Par Pacific Holdings, Inc.
Dated: June 15, 2016	/s/ James Matthew Vaughn
	James Matthew Vaughn Senior Vice President and General Counsel

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

SEVENTH AMENDMENT, CONSENT AND WAIVER TO DELAYED DRAW TERM

LOAN AND BRIDGE LOAN CREDIT AGREEMENT

THIS SEVENTH AMENDMENT, CONSENT AND WAIVER TO DELAYED DRAW TERM LOAN AND BRIDGE LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of June 15, 2016 by and among Par Pacific Holdings, Inc. (f/k/a Par Petroleum Corporation), a Delaware corporation (the “Borrower”), the Guarantors party hereto (the “Guarantors” and together with the Borrower, each a “Credit Party” and collectively, the “Credit Parties”), the lenders party hereto (the “Lenders”), and Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Credit Parties, the Administrative Agent, and the Lenders entered into that certain Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of July 11, 2014 (as amended by that certain First Amendment thereto dated as of July 28, 2014, that certain Second Amendment thereto dated as of September 10, 2014, that certain Third Amendment thereto dated as of March 11, 2015, that certain Fourth Amendment thereto dated as of April 1, 2015, that certain Fifth Amendment thereto dated as of June 1, 2015, that certain Sixth Amendment thereto dated as of December 17, 2015, and as may be further amended, amended and restated, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders consent to (x) the Borrower and Par Wyoming (hereinafter defined) executing and performing their respective obligations under and in accordance with that certain Unit Purchase Agreement dated as of June 14, 2016 among Par Wyoming, Black Elk Refining, LLC, a Delaware limited liability company, and for certain limited purposes stated therein, the Borrower, in the form approved by the Borrower’s board of directors prior to the execution of this Amendment, together with any modifications, consents, amendments or waivers thereto to the extent that such modifications, consents, amendments or waivers are not materially adverse to the Lenders or the Administrative Agent unless consented to by the Lenders, and, if applicable, the Administrative Agent (as amended or modified (including, without limitation, by way of consent or waiver), the “Par Wyoming Acquisition Agreement”), and (y) the consummation of the acquisition of all of the Equity Interests of Wyoming Refining Company (hereinafter defined) in accordance with the terms and conditions of the Par Wyoming Acquisition Agreement (such acquisition, the “Par Wyoming Acquisition”);

WHEREAS, the Borrower has also requested that the Administrative Agent and Lenders (x) amend the Credit Agreement to permit the Borrower to issue up to $52,500,000 of the Borrower’s 2.5% Convertible Subordinated Bridge Notes due 90 days following issuance thereof (which shall be convertible into the Common Stock issued pursuant to the Second Rights Offering (hereinafter defined)) (such convertible notes, the “Bridge Convertible Notes”), (y) amend the Credit Agreement to permit the Borrower to issue the Borrower’s unsecured convertible senior notes due 2021 in accordance with the terms and conditions set forth in that certain preliminary offering memorandum, including the description of notes set forth therein, in substantially the form provided to the Lenders prior to the execution of this Amendment (the “Preliminary OM”), as supplemented by the related pricing term sheet

(which shall not be inconsistent with the Preliminary OM) (such convertible notes, to the extent issued on or before July 31, 2016, the “Convertible Notes”) and (z) consent to various other amendments to the Credit Agreement related to the execution and performance of the Par Wyoming Acquisition Agreement, the consummation of the Par Wyoming Acquisition and the issuance and sale of the Bridge Convertible Notes and the Convertible Notes as contemplated herein; and

WHEREAS, the Administrative Agent and Lenders have agreed to consent to the execution and performance of the Par Wyoming Acquisition Agreement and the consummation of the Par Wyoming Acquisition and to amend the Credit Agreement to, among other things, permit the issuance and sale of the Bridge Convertible Notes and the Convertible Notes, in each case, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. All capitalized terms used herein (including in the recitals hereto) shall have the respective meaning assigned to such terms in the Credit Agreement, unless otherwise defined herein.

2. Consent. Effective as of the Effective Date, to the extent such consent is or may be required under the Credit Agreement and notwithstanding anything to the contrary contained in the Credit Agreement and/or the other Loan Documents, the Lenders and the Administrative Agent hereby consent to (and ratify, as applicable) (i) the Borrower and Par Wyoming (hereinafter defined) executing and performing their respective obligations under and in accordance with the Par Wyoming Acquisition Agreement and (ii) the consummation of the Par Wyoming Acquisition in accordance with the terms and conditions of the Par Wyoming Acquisition Agreement; provided that (A) the Par Wyoming Acquisition is consummated in accordance with the Par Wyoming Acquisition Agreement on or before July 31, 2016 and (B) the Par Wyoming Acquisition (and all other transactions contemplated under the Par Wyoming Acquisition Agreement) is consummated, in all material respects, in accordance with all applicable Legal Requirements.

3. Waiver. Effective as of the Effective Date, the Administrative Agent and the Lenders hereby waive any Default or Event of Default arising out of the Credit Parties’ failure to notify the Administrative Agent and the Lenders of Borrower opening deposit account number xxxxxxxx8405 at Key Bank, N.A. (“New Deposit Account”) and Borrower’s failure to enter into a new deposit account control agreement with respect to the New Deposit Account (such deposit account control agreement, the “New DACA”) prior to opening the New Deposit Account in accordance with the Loan Documents (collectively, the “Specified Defaults”); provided that the Borrower shall deliver the fully executed New DACA, in form and substance satisfactory to the Administrative Agent and the Lenders, to the Administrative Agent within 45 days after the Effective Date.

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4. Amendments to Credit Agreement.

(a) The following defined terms are hereby added to Appendix I of the Credit Agreement in their appropriate alphabetical order:

‘“Bank of America Loan Documents” means the Third Amended and Restated Loan Agreement dated as of April 30, 2015, by and among Bank America, N.A., the Wyoming Targets, as borrowers, and Par Wyoming, as guarantor, and all agreements, documents and/or instruments executed and/or delivered in connection therewith, as each of such agreements, documents, and/or instruments may be amended, restated, modified and/or supplemented from time to time, and any credit agreement, loan agreement, notes, indentures or other financing or loan documents evidencing indebtedness that refinances the indebtedness evidenced by such agreements, documents and/or instruments.’

‘“Bridge Convertible NPA” means that certain note purchase agreement pursuant to which the Bridge Convertible Notes are issued.’

‘“Bridge Convertible Notes” means up to $52,500,000 principal amount of 2.5% convertible subordinated bridge notes due 90 days following issuance thereof (which shall be convertible into the Common Stock issued pursuant to the Second Rights Offering).’

‘“Convertible Note Indenture” means that certain indenture pursuant to which the Convertible Notes are issued.’

‘“Convertible Notes” means the senior unsecured convertible notes of the Borrower due 2021 issued by the Borrower on or before July 31, 2016 pursuant to the Convertible Note Indenture and consistent with the terms and conditions set forth in that certain preliminary offering memorandum, including the description of notes set forth therein, in substantially the form provided to the Lenders prior to the execution of the Seventh Amendment, as supplemented by the related pricing term sheet (which shall not be inconsistent with such preliminary offering memorandum).’

‘“Par-WY Holdco” means Par Wyoming Holdings, LLC, a Delaware limited liability company and a wholly owned direct or indirect Subsidiary of Par Petroleum, LLC.’

‘“Par–WY Holdco Loan Documents” means the term loan credit agreement entered into among Par-WY Holdco, as borrower, the lenders party thereto, and Chambers Energy Management, LP, as administrative agent, and all agreements, documents and/or instruments executed and/or delivered in connection therewith, as each of such agreements, documents, and/or instruments may be amended, restated, modified and/or supplemented from time to time, and any credit agreement, loan agreement, notes, indentures or other financing or loan documents evidencing indebtedness that refinances the indebtedness evidenced by such agreements, documents and/or instruments.’

‘“Par Wyoming” means Par Wyoming, LLC, a Delaware limited liability company and a wholly owned direct or indirect Subsidiary of Par Petroleum, LLC.’

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‘“Second Rights Offering” means the Borrower’s registered rights offering to be made pursuant to the Prospectus dated as of June 23, 2015 filed with the SEC, as supplemented from time to time, including pursuant to a Prospectus Supplement to be filed with the SEC following the Seventh Amendment Effective Date (the “Rights Offering Prospectus Supplement”) pursuant to which, among other things, the Borrower will issue subscription rights to purchase newly-issued shares of Common Stock.’

‘“Seventh Amendment” means that certain Seventh Amendment, Consent and Waiver to Delayed Draw Term Loan and Bridge Loan Credit Agreement, dated as of the Seventh Amendment Effective Date, by and among the Borrower, the other Credit Parties thereto, the Lenders party thereto, and the Administrative Agent.’

‘“Seventh Amendment Effective Date” means June 15, 2016.’

‘“Wyoming Pipeline Company” means Wyoming Pipeline Company LLC, a Wyoming limited liability company.’

‘“Wyoming Refining Company” means Hermes Consolidated, LLC, a Delaware limited liability company d/b/a Wyoming Refining Company.’

‘“Wyoming Targets” means Wyoming Refining Company and Wyoming Pipeline Company.’

(b) The definition of “Change of Control” in Appendix I of the Credit Agreement is hereby amended, restated and replaced in its entirety as follows:

‘“Change in Control” means that, for any reason (i) any Person or group (as defined in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) other than a Permitted Holder shall become the direct or indirect beneficial owner (as defined in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) of greater than 30% of the total voting power of all classes of capital stock then outstanding of Borrower entitled (without regard to the occurrence of any contingency) to vote in elections of directors of Borrower, (ii) any Credit Party ceases to own, either directly or indirectly, 100% of the Equity Interest in any wholly-owned Subsidiary (other than an Excluded Subsidiary) other than as a result of a sale of assets, other Disposition or merger permitted under Section 6.4; and (iii) the occurrence of a “Change of Control” (or similar defined term as defined in the JV Credit Agreement and/or in any of the following agreements, as each of such agreements may be amended, restated and/or modified from time to time and including any credit agreement, loan agreement, notes, indentures or other financing or loan documents evidencing indebtedness that refinances the indebtedness evidenced by any of the following agreements) under the JV Credit Agreement, any of the S&O Transaction Documents, the Key Credit Agreement, the Convertible Notes and/or the Convertible Note Indenture, the Bridge Convertible Notes and/or the Bridge Convertible NPA, the Bank of America Loan Documents, or the Par-WY Holdco Loan Documents; provided that for purposes of determining whether a Change in Control has occurred, transfers of Voting Securities by any Lender or an Affiliate of any Lender to a third party shall be disregarded.’

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(c) The definition of “Excluded Subsidiary” in Appendix I of the Credit Agreement is hereby amended, restated and replaced in its entirety as follows:

“‘Excluded Subsidiary” means (a) HPE and its Subsidiaries, including Hawaii Independent Energy, HIE Retail, LLC, Par Hawaii, Inc. (f/k/a Koko’oha Investments, Inc., successor by merger to Bogey, Inc.) and its Subsidiaries (including, without limitation, the Mid Pac Entities), Par-WY Holdco and its Subsidiaries (including, without limitation, Par Wyoming and the Wyoming Targets), and Par Hawaii Shared Services, LLC, (b) Texadian Energy, Inc. and Texadian Energy Canada Limited, (c) Castle Exploration Company, Inc. provided that (i) the Borrower is diligently pursuing the clearances necessary to apply for the dissolution of Castle Exploration Company, Inc. under Pennsylvania law and takes commercially reasonable action to complete the dissolution process (which could take three years or longer) and (ii) Castle Exploration Company, Inc. does not at any time own more than $250,000 of Property after the Closing Date, (d) any Subsidiary of Borrower formed after the Closing Date for the sole purpose of facilitating an acquisition or merger (or signing an acquisition or merger agreement) permitted hereunder unless and until the earlier to occur of (i) the consummation of such acquisition or merger or (ii) such Subsidiary owns more than $1,000,000 of assets at any time and (e) any Subsidiary of an Excluded Subsidiary referenced in clauses (a), (b) and (c) of this definition.’

(d) The definition of “Restricted Payment” in Appendix I of the Credit Agreement is hereby amended by adding the following sentence to the end of the definition thereof:

“For the avoidance of doubt, notwithstanding any other provisions set forth in this definition, “Restricted Payments” (i) shall not be deemed to include (A) any conversion of the Convertible Notes into cash, shares of Common Stock or any combination thereof in accordance with the terms of the Convertible Notes and/or the Convertible Note Indenture, (B) any conversion of the Bridge Convertible Notes into cash, shares of Common Stock or any combination thereof in accordance with the terms of the Bridge Convertible Notes and/or the Bridge Convertible NPA, (C) any payment of principal, interest, fees or any other payment (including, without limitation, any make-whole payment (payable in cash or stock or any combination thereof) due upon redemption of the Convertible Notes) on account of the Convertible Notes and/or the redemption of the Convertible Notes, in each case pursuant to the terms of the Convertible Notes and/or the Convertible Note Indenture, or (D) any payment of principal, interest, fees or any other payment (including, without limitation, any make-whole payment (payable in cash or stock or any combination thereof) due upon redemption of the Bridge Convertible Notes) on account of the Bridge Convertible Notes and/or the redemption of the Bridge Convertible Notes, in each case pursuant to the terms of the Bridge Convertible Notes and/or the Bridge Convertible NPA and (ii) shall be deemed to include the acquisition and/or purchase of the Convertible Notes and/or the Bridge Convertible Notes on the open market or otherwise (each such acquisition and/or purchase, other than an acquisition and/or purchase referred to in clause (i) above, a “Convertible Notes Acquisition”).”

(e) Section 6.2 of the Credit Agreement is hereby amended by deleting the “and” after “Sections 6.2(i), 6.2(r)” and substituting “,” in lieu thereof and adding “, 6.2(u), and 6.2(v)” immediately after “6.2(t)” (immediately prior to Section 6.2(a)).

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(f) Section 6.2 of the Credit Agreement is hereby further amended by (i) deleting “and” immediately after Section 6.2(s), (ii) deleting the “.” from the end of Section 6.2(t) and substituting “;” in lieu thereof and (iii) adding the following immediately after Section 6.2(t):

“(u) Debt evidenced by the Convertible Notes issued pursuant to the Convertible Note Indenture; and

(v) Debt evidenced by the Bridge Convertible Notes issued pursuant to the Bridge Convertible NPA.”

(g) Section 6.5 of the Credit Agreement is hereby amended by (i) deleting the “and” immediately before “(x)”, (ii) inserting a “,” immediately after the end of clause (ix) and (iii) adding the following immediately after the end of clause (x):

“and (xi) the Borrower may consummate a Convertible Notes Acquisition so long as (a) no Event of Default shall have occurred and be continuing before or after giving effect to the consummation of such Convertible Notes Acquisition and (b) the aggregate amount of all Convertible Notes Acquisitions consummated, after giving effect to the contemplated Convertible Notes Acquisition, shall not exceed the lesser of (x) $10,000,000 and (y) 10% of the aggregate principal amount of the then outstanding Convertible Notes and Bridge Convertible Notes.”

(h) Section 6.6 of the Credit Agreement is hereby amended by deleting the “and” immediately before “(h)” and inserting the following immediately after the end of clause (h) “; (i) the issuance of the Convertible Notes pursuant to the Convertible Note Indenture; (j) the issuance of the Bridge Convertible Notes pursuant to the Bridge Convertible NPA; and (k) the Second Rights Offering (including any backstop agreement related thereto) and any agreements evidencing the same”.

(i) Section 6.12(b) of the Credit Agreement is hereby amended, restated and replaced in its entirety as follows:

“(b) (i) amend or modify, or permit the amendment or modification of, any provision of any Debt that is subordinated to the Obligations in any manner that is adverse in any material respect to the interests of the Lenders as determined by the Requisite Lenders in their sole discretion unless such amendment, modification or change is permitted at such time under the applicable subordination agreement or (ii) amend or modify, or permit the amendment or modification of, any provision of the Convertible Note Indenture and/or the Convertible Notes or the Bridge Convertible NPA and/or the Bridge Convertible Notes in any manner that is materially adverse to the interests of the Lenders or the Administrative Agent; provided that, for the avoidance of doubt, any amendment or modification to (A) provide collateral to secure the Convertible Notes or the Bridge Convertible Notes, (B) shorten the maturity date or the date(s) on which the Convertible Notes or the Bridge Convertible Notes may be repaid or redeemed or (C) increase the interest rate under the Convertible Note Indenture and/or the Convertible Notes or the Bridge Convertible NPA and/or the Bridge Convertible Notes shall be deemed to be materially adverse to the Lenders and the Administrative Agent.”

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(j) Clause (b) of Section 6.19 of the Credit Agreement is hereby amended, restated and replaced in its entirety as follows:

“(b) (i) regularly scheduled or required or mandatory repayments, redemptions, conversions or prepayments of any Debt that is permitted under Section 6.2, (ii) optional redemptions of the Convertible Notes in accordance with the terms of the Convertible Notes and/or the Convertible Note Indenture and (iii) optional redemptions of the Bridge Convertible Notes in accordance with the terms of the Bridge Convertible Notes and/or the Bridge Convertible NPA,”

(k) Section 6.25 of the Credit Agreement is hereby deleted in its entirety and replaced with the phrase “Intentionally Omitted.”

(l) Clause (ii) of Section 7.1(d) of the Credit Agreement is hereby amended and restated in its entirety to read:

“(ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt (including, without limitation, any event of default, termination event or additional termination event under any Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $1,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; provided that, for the avoidance of doubt, an Event of Default shall not be deemed to have occurred under this Section 7.1(d)(ii) upon a conversion, or an event that allows a conversion (unless such event would otherwise cause an Event of Default hereunder), of (x) the Convertible Notes in accordance with the terms of the Convertible Notes and/or the Convertible Note Indenture or (y) the Bridge Convertible Notes in accordance with the terms of the Bridge Convertible Notes and/or the Bridge Convertible NPA, in each case whether in cash, shares of Common Stock or any combination thereof,”

(m) Clause (iii) of Section 7.1(d) of the Credit Agreement is hereby amended and restated in its entirety to read:

“(iii) any such Debt in a principal amount of at least $1,000,000 shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled, required prepayment or mandatory prepayment other than a mandatory prepayment of all or substantially all of such Debt), prior to the stated maturity thereof; provided that, for purposes of this Section 7.1(d), the “principal amount” of the obligations in respect of any Hedging Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedging Contracts were terminated at such time; provided that, for the avoidance of doubt, an Event of Default shall not be deemed to have occurred under this Section 7.1(d)(iii) upon a conversion, or an event that allows a conversion (unless such event would otherwise cause an Event of Default hereunder), of (x) the Convertible Notes in accordance with the terms of the Convertible Notes and/or the Convertible Note Indenture, or (y) the Bridge Convertible Notes in accordance with the terms of the Bridge Convertible Notes and/or the Bridge Convertible NPA, in each case whether in cash, shares of Common Stock or any combination thereof,”

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(n) Section 7.1(d) of the Credit Agreement is hereby amended (i) by deleting the “and” immediately before “(vii)” and (ii) by adding the following immediately following the end of such clause (vii):

“(viii) the occurrence of an event of default under the Convertible Note Indenture and/or the Convertible Notes, provided, however, that if all of such events of default under the Convertible Note Indenture and the Convertible Notes are cured or waived, any Event of Default arising under this Section 7.1(d)(viii) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable, and provided further, for the avoidance of doubt, an Event of Default shall not be deemed to have occurred under this Section 7.1(d)(viii) upon a conversion, or an event that allows a conversion (unless such event would otherwise cause an Event of Default hereunder), of the Convertible Notes in accordance with the terms of the Convertible Notes and/or the Convertible Note Indenture, whether in cash, shares of Common Stock or any combination thereof; (ix) the occurrence of an event of default under the Bridge Convertible NPA and/or the Bridge Convertible Notes, provided, however, that if all of such events of default under the Bridge Convertible NPA and the Bridge Convertible Notes are cured or waived, any Event of Default arising under this Section 7.1(d)(ix) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable, and provided further, for the avoidance of doubt, an Event of Default shall not be deemed to have occurred under this Section 7.1(d)(ix) upon a conversion, or an event that allows a conversion (unless such event would otherwise cause an Event of Default hereunder), of the Bridge Convertible Notes in accordance with the terms of the Bridge Convertible Notes and/or the Bridge Convertible NPA, whether in cash, shares of Common Stock or any combination thereof; (x) the occurrence of an event of default under the Bank of America Loan Documents, provided, however, that if all of such events of default under the Bank of America Loan Documents are cured or waived, any Event of Default arising under this Section 7.1(d)(x) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable; and (xi) the occurrence of an event of default under the Par-WY Holdco Loan Documents, provided, however, that if all of such events of default under the Par-WY Holdco Loan Documents are cured or waived, any Event of Default arising under this Section 7.1(d)(xi) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable;”

(o) Section 7.1(t) of the Credit Agreement is hereby amended by adding the following immediately after the “;”:

“or

(u) Insolvency of Par-WY Holdco. (i) (a) Par-WY Holdco or any of its Subsidiaries (including, for the avoidance of doubt, Par Wyoming and the Wyoming Targets) shall become unable or shall admit in writing its inability or shall fail generally to pay its debts as such debts become due, or shall make a general assignment for the benefit of creditors; or (b) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of Par-WY Holdco or any of its Subsidiaries (including, for the avoidance of doubt, Par Wyoming and the Wyoming Targets) and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; (ii) any proceeding shall be instituted by or against Par-WY Holdco or any of its Subsidiaries (including, for the avoidance of doubt,

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Par Wyoming and the Wyoming Targets) seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to any Debtor Relief Law, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Property and, in the case of any such proceeding instituted against Par-WY Holdco or any of its Subsidiaries (including, for the avoidance of doubt, Par Wyoming and the Wyoming Targets), either such proceeding shall remain undismissed or unstayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against Par-WY Holdco or any of its Subsidiaries (including, for the avoidance of doubt, Par Wyoming and the Wyoming Targets) or the appointment of a receiver, trustee, custodian or other similar official for any of them or for any substantial part of their Property) shall occur; or Par-WY Holdco or any of its Subsidiaries (including, for the avoidance of doubt, Par Wyoming and the Wyoming Targets) shall take any corporate action to authorize any of the actions set forth above in this paragraph (u);”

5. Prepayment of Term Loan. Notwithstanding anything to the contrary contained herein, in the Credit Agreement and/or in the Loan Documents, not later than three (3) Business Days following the Borrower’s receipt of the Net Cash Proceeds from the issuance of the Convertible Notes, the Borrower shall apply $5,000,000 of such Net Cash Proceeds to prepay a like amount of the aggregate outstanding principal amount of the Term Loan, such prepayment to be apportioned by the Administrative Agent among the Lenders in accordance with each Lender’s respective Pro Rata Share (the “$5,000,000 Prepayment”). Notwithstanding any of the provisions set forth herein or in the Loan Documents, the Borrower shall not be required to make any prepayment of accrued and unpaid interest on the $5,000,000 Prepayment when the $5,000,000 Prepayment is paid (for the avoidance of doubt, (x) all accrued and unpaid Term Loan Cash Interest on account of the $5,000,000 Prepayment shall be due and payable on the next Interest Payment Date after the Seventh Amendment Effective Date and (y) all accrued and unpaid Term Loan PIK Interest on account of the $5,000,000 Prepayment shall be due and payable in accordance with the Credit Agreement and not on the day the $5,000,000 Prepayment is made (as if the $5,000,000 Prepayment was not made solely for purposes of determining when such Term Loan PIK Interest is payable)).

6. Consent Fee. In consideration for the Lenders’ consents set forth herein and consent to the amendments set forth herein, Borrower hereby agrees to remit to the Administrative Agent for payment to the Lenders, in cash, on or before the earlier of (x) July 1, 2016 and (y) the issuance of the Convertible Notes, a consent fee in an aggregate amount equal to $2,500,000 (the “Consent Fee”), of which (A) $1,250,000 shall be paid to WB MACAU55, LTD., (B) $975,000 shall be paid to Highbridge International, LLC and (C) $275,000 shall be paid to Highbridge Tactical Credit & Convertibles Master Fund, L.P. The Consent Fee shall be fully earned and nonrefundable on the Effective Date.

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7. Additional Covenant. None of the Credit Parties shall guaranty or otherwise be liable on account of the loans or other obligations outstanding under the Bank of America Loan Documents or the Par-WY Holdco Loan Documents.

8. Representations and Warranties. Each of the Borrower and each of the Guarantors hereby confirms, reaffirms, and restates the representations and warranties made by it in the Credit Agreement, as amended hereby, and confirms that all such representations and warranties are true and correct in all material respects as of the date hereof (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true and correct in all respects). The Borrower and each Guarantor further represent and warrant (which representations and warranties shall survive the execution and delivery of this Amendment) to the Lenders that:

(a) The execution, delivery, and performance by each Credit Party of this Amendment and the consummation of the transactions contemplated hereby, (i) are within such Credit Party’s corporate or limited liability company powers, as applicable, (ii) have been duly authorized by all necessary corporate or limited liability company action, as applicable, (iii) do not contravene (x) such Credit Party’s Organizational Documents or (y) any law or any contractual restriction binding on or affecting such Credit Party, and (iv) will not result in or require the creation or imposition of any Lien prohibited by the Loan Documents;

(b) No consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for the due execution, delivery, and performance by any Credit Party of this Amendment, except for those consents and approvals that have been obtained, made or waived on or prior to the date hereof and that are in full force and effect;

(c) This Amendment has been duly executed and delivered by such Credit Party and is the legal, valid, and binding obligation of each Credit Party enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, or similar law affecting creditors’ rights generally and by general principles of equity;

(d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the Effective Date or will result from the execution, delivery and performance of this Amendment; and

(e) Par-WY Holdco is a wholly owned subsidiary of Par Petroleum, LLC and Par Wyoming is a wholly owned subsidiary of Par-WY Holdco.

9. Effect of this Amendment. Except as expressly amended, consented to or waived herein, the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. Except as expressly set forth herein, the terms of this Amendment shall not be deemed (i) a waiver of any Default or Event of Default, (ii) a consent, waiver or modification with respect to any term, condition, or obligation of the Borrower or any other Credit Party in the Credit

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Agreement or any other Loan Document, (iii) a consent, waiver or modification with respect to any other event, condition (whether now existing or hereafter occurring) or provision of the Loan Documents or (iv) to prejudice any right or remedy which the Administrative Agent or any Lender may now or in the future have under or in connection with the Credit Agreement or any other Loan Document.

10. Conditions Precedent. This Amendment shall become effective upon the satisfaction of each of the conditions precedent set forth below unless any such condition is waived, in writing by the Administrative Agent and the Lenders (the date on which this Amendment becomes effective, the “Effective Date”):

a) Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, if applicable, in form and substance satisfactory to the Administrative Agent and the Lenders:

i. this Amendment;

ii. a copy of the Par Wyoming Acquisition Agreement certified by an officer of the Borrower or publicly filed as an exhibit in the Borrower’s filing with the SEC;

iii. a copy of the Preliminary OM; and

iv. an organizational chart of the Borrower and its Subsidiaries after giving effect to the Par Wyoming Acquisition.

b) Payment of Fees. On the Effective Date, Borrower shall have paid (i) the administrative agency amendment fee, in the amount separately agreed to between the Borrower and the Administrative Agent, to the Administrative Agent and (ii) all outstanding and invoiced fees and expenses of the Administrative Agent’s legal counsel to the extent such fees and expenses are reimbursable pursuant to Section 10.4 of the Credit Agreement.

c) No Default. No event or condition exists that would constitute a Default or Event of Default before (except for the Specified Defaults) or after giving effect to this Amendment.

d) Representations and Warranties. The representations and warranties contained in Article IV of the Credit Agreement, this Amendment, and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true and correct in all respects) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct as of such earlier date or time).

11. Miscellaneous.

(a) Severability. If any provision of this Amendment is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be inapplicable to the extent of such invalidity without affecting the validity or enforceability of the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

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(b) Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and the Lenders for all reasonable fees and out-of-pocket disbursements incurred by the Administrative Agent or the Lenders in connection with the preparation, execution, delivery, administration and enforcement of this Amendment, including without limitation the reasonable fees and disbursements of counsel for the Administrative Agent and the Lenders, to the same extent that the Borrower would be required to do so pursuant to Section 10.4 of the Credit Agreement.

(c) Reference to Credit Agreement. From and after the effectiveness of this Amendment, all references to the Credit Agreement shall mean the Credit Agreement as amended hereby and as hereafter modified, amended, restated or supplemented from time to time, and each reference in any other Loan Document to the Credit Agreement shall mean the Credit Agreement as amended hereby and as hereafter modified, amended, restated or supplemented from time to time.

(d) Entire Agreement. This Amendment shall be deemed to be a Loan Document and, together with the other Loan Documents and the agreements, documents and instruments contemplated hereby, constitutes the entire understanding of the parties with respect to the subject matter hereof and thereof, and any other prior or contemporaneous agreements, whether written or oral, with respect hereto or thereto are expressly superseded hereby and thereby.

(e) Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or .pdf shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or .pdf also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

(f) Successors and Assigns. This Amendment shall be binding on and inure to the benefit of the parties hereto and their heirs, beneficiaries, successors and assigns.

(g) Governing Law; Venue; Jury Trial. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE CHOICE OF LAW AND VENUE PROVISIONS SET FORTH IN SECTION 10.12 OF THE CREDIT AGREEMENT, AND SHALL BE SUBJECT TO THE JURY TRIAL WAIVER SET FORTH IN SECTION 10.14 OF THE CREDIT AGREEMENT.

(h) Guarantors. Each Guarantor, for value received, hereby expressly consents and agrees to the Borrower’s execution and delivery of this Amendment, to the

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performance by the Borrower of its agreements and obligations hereunder and to the consents, amendments and waivers set forth herein. This Amendment, the performance or consummation of any transaction or matter contemplated under this Amendment and all consents, amendments and waivers set forth herein, shall not limit, restrict, extinguish or otherwise impair any Guarantor’s liability to the Administrative Agent and Lenders with respect to the payment and other performance obligations of such Guarantor pursuant to the Guarantees. Each Guarantor hereby ratifies, confirms and approves its Guarantee and acknowledges that it is unconditionally liable to the Administrative Agent and Lenders for the full and timely payment of the Guaranteed Obligations (on a joint and several basis with the other Guarantors). Each Guarantor hereby acknowledges that it has no defenses, counterclaims or set-offs with respect to the full and timely payment of any or all Guaranteed Obligations.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Seventh Amendment, Consent and Waiver to Delayed Draw Term Loan and Bridge Loan Credit Agreement as of the date first written above.

BORROWER:
PAR PACIFIC HOLDINGS, INC.,
a Delaware corporation
By:	/s/ Christopher M. Micklas
Name: Christopher M. Micklas
Title: Chief Financial Officer
GUARANTORS:
PAR PICEANCE ENERGY EQUITY LLC, a Delaware limited liability company PAR UTAH LLC, a Delaware limited liability company EWI LLC, a Delaware limited liability company PAR WASHINGTON LLC, a Delaware limited liability company PAR NEW MEXICO LLC, a Delaware limited liability company HEWW EQUIPMENT LLC, a Delaware limited liability company
	By: PAR PACIFIC HOLDINGS, INC., a Delaware corporation, as Sole Member of each of the foregoing companies
		By:	/s/ Christopher M. Micklas
		Name: Christopher M. Micklas
		Title: Chief Financial Officer

[Signature Page to Seventh Amendment, Consent and Waiver]

ADMINISTRATIVE AGENT:
JEFFERIES FINANCE LLC, as Administrative Agent
By:	/s/ J. Paul McDonnell
Name:	J. Paul McDonnell
Title:	Managing Director

[Signature Page to Seventh Amendment, Consent and Waiver]

LENDERS:
WB MACAU55, LTD., as a Lender
By:	/s/ Mark Strefling
Name:	Mark Strefling
Title:	General Counsel

[Signature Page to Seventh Amendment, Consent and Waiver]

Highbridge International, LLC, as a Lender
By: Highbridge Capital Management, LLC, as trading manager
By:	/s/ Jonathan Segal
Name:	Jonathan Segal
Title:	Managing Director
Highbridge Tactical Credit & Convertibles Master Fund, L.P., as a Lender
By: Highbridge Capital Management, LLC, as trading manager
By:	/s/ Jonathan Segal
Name:	Jonathan Segal
Title:	Managing Director

[Signature Page to Seventh Amendment, Consent and Waiver]

EX-99.1

Exhibit 99.1

NEWS RELEASE

PAR PACIFIC HOLDINGS ANNOUNCES OFFERING OF

CONVERTIBLE SENIOR NOTES

HOUSTON, June 15, 2016 – Par Pacific Holdings, Inc. (NYSE MKT: PARR) (“Par Pacific” or the “Company”) today announced that it intends to offer, subject to market and other conditions, $100 million aggregate principal amount of convertible senior notes due 2021 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The Company has also granted the initial purchasers an option to purchase, exercisable within a 30-day period beginning on the date on which the notes offering is priced, up to $15 million aggregate principal amount of additional notes.

The interest rate, initial conversion rate, redemption rights and other terms of the notes are to be determined upon pricing of the offering by negotiations between the Company and the initial purchaser of the notes. The notes will be unsecured, senior obligations of the Company, and interest will be payable semi-annually in arrears. The notes will be convertible into cash, shares of the Company’s common stock, or a combination thereof, at the Company’s election.

The Company intends to use the net proceeds of the proposed offering (including any proceeds from the exercise of the initial purchasers’ option to purchase additional notes) to finance a portion of the purchase price of the previously announced pending acquisition of Hermes Consolidated, LLC (d/b/a Wyoming Refining Company), to prepay $5 million of the outstanding principal amount of the term loan under its Delayed Draw Term Loan and Bridge Loan Credit Agreement and for general corporate purposes.

As a condition to any purchase of notes, each beneficial owner of the notes must agree in writing with the Company that until the earlier of (x) the date that is 10 calendar days following the pricing date for the contemplated subscription rights offering, if any, announced separately by the Company and (y) August 9, 2016 (such earlier date, the “cut-off date”), neither it nor any of its affiliates will, directly or indirectly: offer, pledge, sell, short sell or contract to sell any shares of the Company’s common stock; sell any option or contract to purchase any shares of the Company’s common stock; purchase any option or contract to sell any shares of the Company’s common stock; grant any option, right or warrant to purchase any shares of the Company’s common stock; otherwise transfer or dispose of or transfer any shares of the Company’s common stock; or enter into any swap or any other agreement that transfers, in whole or in part, the economic consequence of ownership of the Company’s common stock, whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise (the foregoing activities, “share dispositions” and the foregoing restrictions, the “hedging restrictions”); provided, however, the foregoing hedging restrictions shall not apply to (1) any purchases, sales or exercises of the transferrable subscription rights issued in the subscription rights offering, if any or (2) any share dispositions by Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates in connection with its (or any affiliate’s) ordinary course market-making, brokerage or other trading activity unrelated to trading of the notes. In addition,

as a condition to any purchase of notes, each beneficial owner of the notes must agree in writing with the Company that it will not transfer any of its notes to any other party prior to the cut-off date unless that party agrees in writing with the Company to be bound by the hedging restrictions and this limitation on transfers, if and as applicable.

Neither the notes nor the issuance of any shares of common stock upon conversion or redemption of the notes have been, nor will be, registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Par Pacific Holdings

Par Pacific Holdings, Inc., based in Houston, Texas, is a growth-oriented company that manages and maintains interests in energy and infrastructure businesses. Our business is organized into three primary segments of refining, retail and logistics located in Hawaii. Par Pacific also owns an equity investment in Laramie Energy, LLC, a joint venture entity focused on producing natural gas in Garfield Mesa and Rio Blanco Counties, Colorado. In addition, Par Pacific transports, markets and distributes crude oil from the Western United States and Canada to refining hubs in the Midwest, Gulf Coast, East Coast and to Hawaii.

Forward-Looking Statements

This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Additionally, forward looking statements are subject to certain risks, trends, and uncertainties. Par Pacific cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Par Pacific does not intend to update or revise any forward-looking statements made herein or any other forward looking statements as a result of new information, future events or otherwise except as required by law. The Company further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.

Contact:

Christine Thorp

Director, Investor Relations & Public Affairs

(832) 916-3396

cthorp@parpacific.com