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): August 29, 2018

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)

800 Gessner Road, Suite 875

Houston, Texas

(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))

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 August 29, 2018 (the “Execution Date”), Par Hawaii Refining, LLC (“PHR”), an indirect subsidiary of Par Pacific Holdings, Inc. (the “Company”) wholly-owned by Par Petroleum, LLC, entered into a Topping Unit Purchase Agreement (the “Purchase Agreement”) with IES Downstream, LLC, a Delaware limited liability company (the “Seller”), Eagle Island, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (“Eagle”), and, solely for certain purposes specified in the Agreement, the Company. Pursuant to the Purchase Agreement, the Seller, following its announcement to cease its refining operations, agreed to contribute and transfer (the “Transfer”) certain of its refining units (the “Topping Units”) and related assets (the “Transferred Assets”) to Eagle and, following the Transfer, to sell all of the limited liability company interests of Eagle (the “Company Interests”) to PHR (the “Transaction”).

Set forth below are certain material terms of the Purchase Agreement.

Purchase Price. PHR has agreed to purchase the Company Interests for a purchase price equal to $45 million, payable in $30 million in cash at the closing of the Transaction and 860,502 shares (the “Base Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock”). The purchase price will be adjusted by the value of hydrocarbon and certain nonhydrocarbon inventory at the closing, with the adjustment for the nonhydrocarbon inventory to be paid for by the issuance of up to 286,834 shares of Common Stock (the “Nonhydrocarbon Inventory Adjustment Shares” and, together with the Base Shares, the “Shares”), and for certain prorated expenses related to the ownership of the Topping Units and the Transferred Assets.

Closing Conditions. The closing of the Transaction is subject to certain closing conditions, including, among other things, (i) that no material adverse effect has occurred on the Topping Units or Transferred Assets since the Execution Date, and (ii) that the Seller has completed the separation of the refining units that it is retaining from the Topping Units. The closing of the Transaction will take place no later than the second business day following the satisfaction or waiver of the closing conditions contained in the Purchase Agreement, or on such other date to which the Seller and PHR may mutually agree, provided that, either the Seller or PHR may elect to terminate the Purchase Agreement if the closing shall not have occurred on or before February 22, 2019, provided that such terminating party is not then in material breach of the Purchase Agreement or whose breach is the primary cause of the failure to close.

Representations, Warranties and Covenants. The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this type. The Purchase Agreement also contains certain covenants with respect to the period of time between the Execution Date and the closing of the Transaction.

Indemnification. The Seller and PHR have generally agreed to indemnify each other for breaches of the representations, warranties and covenants contained in the Purchase Agreement, subject to certain survival period limitations, deductibles, caps and mini-baskets. In addition, the Seller has agreed to indemnify PHR for certain excluded liabilities and PHR has agreed to indemnify the Seller for certain assumed liabilities.

Ancillary Agreements. In connection with the closing of the Transaction, the Seller and PHR and their respective affiliates will enter into a number of ancillary agreements, including a long-term agreement pursuant to which PHR will utilize the Seller’s retained logistics assets for the storage and throughput of crude oil and related products necessary for the operation of the Topping Units and the Transferred Assets.

Item 3.02 Unresgistered Sales of Equity Securities

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the issuance of the Base Shares and the Nonhydrocarbon Inventory Adjustment Shares to Seller pursuant to the terms of the Purchase Agreement is incorporated by reference into this Item 3.02. No finders’ fees or commissions will be paid to any party in connection with the issuance of the Shares. The Shares will be issued by the Company in a private placement transaction in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 7.01. Regulation FD Disclosure.

On the Execution Date, the Company issued a news release announcing the entry into the Purchase Agreement. The news release is filed as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.

On the Execution Date, the Company posted a presentation regarding the Transaction on the “Investor Relations” section of its website at www.parpacific.com. Information on the Company’s website or any other website is not incorporated by reference in this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference.

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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 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.

Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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, including, without limitation, statements with respect to the Transaction, the anticipated synergies and other benefits of the Transaction, the anticipated financial and operating results of the Transaction and the effect on Par Pacific’s cash flows and profitability (including Adjusted EBITDA), and the anticipated effects of the Transaction on Hawaii and the Hawaii economy are forward-looking statements. Additionally, forward looking statements are subject to certain risks, trends, and uncertainties. The Company 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 the date of this Current Report on Form 8-K. The Company 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. The Company further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	News Release, dated August 29, 2018.
99.2	Presentation dated August 2018

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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: August 29, 2018

PAR PACIFIC HOLDINGS, INC.
By:	/s/ J. Matthew Vaughn
	J. Matthew Vaughn
	Senior Vice President and General Counsel

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Par Pacific to Buy Select Refining Assets from Island Energy Services Following IES’ Announcement of Cessation of their Refining Operations

Par Pacific to supply petroleum products to IES to assure continued fuel supply to local utilities

Approximately 65 IES employees to be hired by Par Hawaii

Par Pacific to assist in supplying Hawaii’s energy needs and support the state’s transition to its clean energy goals

Par Pacific to host conference call and webcast at 9 a.m. ET on August 30, 2018

HONOLULU – Aug. 29, 2018 – Par Pacific Holdings, Inc. (NYSE:PARR) (“Par Pacific”) today announced that through an indirect subsidiary, it entered into an agreement with Island Energy Services (“IES”) to acquire certain refining units for $45 million plus additional amounts for certain hydrocarbon and non-hydrocarbon inventory following IES’ announcement to cease its refining operations. The units, which are located near Par’s current Kapolei refinery, will be utilized by Par Pacific to supplement its existing operations in supplying IES so that IES may fulfill its existing contractual obligations with Hawaiian Electric Company, Maui Electric Company, Hawaii Electric Light Company, and Kauai Island Utility Cooperative. Par Pacific has agreed to enter into a long-term agreement with IES to utilize IES’ retained logistics assets for the storage and throughput of crude oil and related products necessary for the operation of these newly acquired assets.

“We believe this transaction will prevent any disruption to the supply of fuel to meet Hawaii’s electric generation needs,” said William Pate, President and CEO, Par Pacific. “The closure of one of Hawaii’s refineries was anticipated in 2014 by the governor’s Hawaii Refinery Task Force. As the owner and operator of Hawaii’s remaining refinery, we recognize our role in meeting the essential demand for petroleum products today and to ensure continuity and a smooth and practical transition to Hawaii’s clean energy future.”

Par Pacific expects to hire approximately 65 IES employees in connection with the acquisition. New employees will receive benefits comparable to those provided to Par Pacific’s existing employees. Par Pacific anticipates hiring another 20 employees at its Kapolei refinery in conjunction with the new investment.

“We look forward to expanding our team and keeping high-quality energy jobs available in Hawaii,” said Jim Yates, President, Par Hawaii, Inc. “With deep local roots and longstanding commitments to Hawaii, our priority has always been to take care of our employees and support our community. We believe this transition represents a best-case scenario for a ‘soft landing’ for all constituents in the state’s transition to a renewable energy future.”

- more -

Par Pacific to Buy Select Refining Assets from Island Energy Services Following

IES’ Announcement of Cessation of their Refining Operations

Page 2 of 3

With IES’ announced shift to operations of a large-scale open access import terminal, Par Pacific anticipates continued strong competition from the existing market participants, as well as from potential new entrants.

The transaction is expected to close before the end of the fourth quarter and is subject to certain closing conditions.

Conference Call

A conference call to discuss this acquisition is scheduled for Thursday, August 30, 2018 at 8:00 a.m. Central Time (9:00 a.m. Eastern Time). To access the call, please dial 1-877-404-9648 inside the U.S. or 1-412-902-0030 outside the U.S. and ask for the Par Pacific call. The webcast may be accessed online through the company’s website at http://www.parpacific.com on the Investor Relations page. Please log on at least 10 minutes early to register. A telephone replay will be available through September 6, 2018 and may be accessible by calling 1-877-660-6853 inside the U.S. or 1-201-612-7415 outside the U.S. and using the conference ID 13682841#. Also, an archive of the webcast will be available shortly after the call on the company’s website at www.parpacific.com and will be accessible for approximately 90 days.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy and infrastructure businesses. Par Pacific’s strategy is to acquire and develop energy and infrastructure businesses in logistically complex markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with a 94,000-bpd refinery, a logistics system supplying the major islands of the state and 91 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates an 18,000-bpd refinery, a logistics system and 33 retail locations. Par Pacific also owns 39.1% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.

Forward-Looking Statements

This press 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, including, without limitation, statements with respect to the acquisition from IES (the “Acquisition”), effects of the closing of the Acquisition, the anticipated synergies and other benefits of the Acquisition, the anticipated financial and operating results of the Acquisition and the effect on Par Pacific’s cash flows and profitability (including Adjusted EBITDA) 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

Par Pacific to Buy Select Refining Assets from Island Energy Services Following

IES’ Announcement of Cessation of their Refining Operations

Page 3 of 3

forward-looking statements made herein or any other forward looking statements as a result of new information, future events or otherwise. Par Pacific further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.

Media Contacts
Lance Tanaka	Christine Matsuda Smith
Lance.tanaka@parpacific.com	christine@bennetgroup.com
Tel: 808.547.3920	Tel: 808.753.7134
Mobile: 808.265.9690
Investor Relations Contact
Suneel Mandava
smandava@parpacific.com
Tel: 713.969.2136

EX-99.2

Hawaii Business Expansion August 2018 Exhibit 99.2

Forward-Looking Statements / Disclaimers The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the information you may consider important. Any estimates or projections with respect to future performance have been provided to assist you in your evaluation but should not be relied upon as an accurate representation of future results. Certain statements, estimates and financial information contained in this presentation constitute forward-­‐looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could cause actual events or results to differ materially from the results implied or expressed in such forward-­‐looking statements. While presented with numerical specificity, certain forward-looking statements are based (1) upon assumptions that are inherently subject to significant business, economic, regulatory, environmental, seasonal and competitive uncertainties, contingencies and risks including, without limitation, estimates and assumptions related to our anticipated DHT project, anticipated potential benefits from IMO 2020, our anticipated hiring plan associated with the Hawaii business expansion transaction with IES, assumptions regarding contracts related to the Hawaii business expansion transaction with IES, assumptions related to IES’ anticipated use of assets not being sold in the Hawaii business expansion transaction with IES, our ability to finance and to close the Hawaii business expansion transaction with IES and the timing of any such closing, estimates and assumptions related to the financial and operational impact of the Hawaii business expansion transaction with IES, including anticipated capital expenditures, provision of working capital, and synergies and other benefits related to the acquisition, and anticipated financial and operating results of the acquired assets and their effect on the company’s operating metrics, earnings profile, cash flows and profitability (including Adjusted EBITDA, free cash flow and Adjusted earnings per share), and other known and unknown risks (all of which are difficult to predict and many of which are beyond the company's control), some of which are further discussed in the company’s periodic and other filings with the SEC and (2) upon assumptions with respect to future business decisions that are subject to change. There can be no assurance that the results implied or expressed in such forward-looking statements or the underlying assumptions will be realized and that actual results of operations or future events will not be materially different from the results implied or expressed in such forward-looking statements. Under no circumstances should the inclusion of the forward-looking statements be regarded as a representation, undertaking, warranty or prediction by the company or any other person with respect to the accuracy thereof or the accuracy of the underlying assumptions, or that the company will achieve or is likely to achieve any particular results. The forward-looking statements are made as of the date hereof and the company disclaims any intent or obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Recipients are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, recipients are expressly cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

IES announced planned closure of refining operations in Hawaii Par Pacific purchasing crude and vacuum process units for $45 mm in cash and stock (1) Par Pacific to sell products to IES, permitting IES to satisfy its existing utility fuel supply contracts Par Pacific to have long-term access to IES logistics assets Hiring approximately 65 IES employees Closing anticipated by the end of the fourth quarter Expected to increase crude throughput and on-island sales by 40,000 bpd and 35,000 bpd, respectively Increased distillate production reduces jet imports Ensures continuity of fuel supply to essential Hawaii utilities Solidifies Par Pacific’s Hawaii operations Further positions business to realize potential benefits of IMO 2020 Maintains highly skilled labor jobs IES gasoline processing units excluded from transaction Transaction Highlights Acquisition of select refining assets increases scale of Hawaii operations ____________________ Plus additional amounts for certain hydrocarbon and non-hydrocarbon inventory.

Expanded Hawaii Operations Pro Forma Operating Metrics (Mbpd) Number of Terminals 8 Crude Storage Capacity (MMBbls) 2.4 Other Storage Capacity (MMBbls) 3.0 Number of Barges 3 Miles of Pipeline 27 Retail locations 91 Refinery Terminal Barge Movements Refined Products Outflows Pacific Northwest Retail Locations 11 61 7 12 ____________________ Excludes terminalling, storage and throughput assets owned or operated by third parties. Pro forma operating metrics estimated for the first six months post-DHT start up. Approximately 5 mbpd of other on-island sales are not represented on the chart. Hawaii Integrated System Map (1) Molokai Terminalling agreement will provide long-term access to IES logistics assets (2)

Refinery Property Line Par Pacific Pipeline IES Pipeline Acquired Real Property Pipeline Tie-in Combined Hawaii Layout Par Pacific Refinery \ IES Refinery

Financing and Expenditure Summary $30 million cash purchase price can be funded with cash on hand $15 million of Par Pacific common stock; subject to registration rights agreement Expect to finance working capital under existing Supply & Offtake agreements Financing Plan Capital Investment and Operating Expense Expected incremental capital expenditures for tie-in of Par Pacific pipeline systems (~$8 - $10 mm) and turnaround (~$10 mm) in 2019 Additional scale expected to allow Par Pacific to achieve operating expense in Hawaii at the lower end of the previously communicated $3.00 – $3.30/bbl range by the end of 2019