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): December 13, 2013

PAR PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-16203	84-1060803
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)
800 Gessner Road, Suite 875 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

(713) 969-3293

(Registrant’s telephone number, including area code)

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))

 Item 8.01 Other Events.

As previously disclosed in the Current Report on Form 8-K of Par Petroleum Corporation (the “Company”) filed on September 27, 2013 with the U.S. Securities and Exchange Commission (the “SEC”)  (the “Prior 8-K”), Hawaii Pacific Energy, LLC, a Delaware limited liability company (“HPE” or the “Buyer”) and wholly owned subsidiary of the Company, completed the acquisition (the “TSO Hawaii Acquisition”) of all of the issued and outstanding membership interests of Tesoro Hawaii, LLC, a Hawaii limited liability company, that was subsequently renamed Hawaii Independent Energy, LLC (“Tesoro Hawaii” or “HIE”) on September 25, 2013, for an aggregate purchase price, including the $25.0 million deposit previously paid, of $75.0 million, paid in cash at the closing plus certain contingent earnout payments of up to $40.0 million, pursuant to the terms and conditions of a membership interest purchase agreement (as amended from time to time, the “TSO Purchase Agreement”) by and among the Buyer, Tesoro Corporation, a Delaware corporation, as the seller, and solely for the limited purposes set forth in the TSO Purchase Agreement, HIE.

On November 14, 2013, and as amended November 22, 2013, the Company filed a Current Report on Form 8-K/A (the “First Amendment”) with the SEC for the sole purpose of providing the historical financial statements of HIE and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K.  

This Current Report on Form 8-K provides certain additional financial information with respect to the TSO Hawaii Acquisition.  The Company’s unaudited pro forma combined statement of operations for the nine  months ended September 30, 2013, attached hereto as Exhibit 99.1, combines the Company’s unaudited historical consolidated statement of operations for the nine months ended September 30, 2013, as filed with the SEC on November 14, 2013 in the Company’s Quarterly Report on Form 10-Q for the periods ended September 30, 2013, with HIE’s unaudited historical statement of operations for the period from January 1, 2013 through September 25, 2013, giving effect to the TSO Hawaii Acquisition as if it had occurred on January 1, 2012, using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined financial statements do not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the TSO Hawaii Acquisition, if any. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and accompanying notes of the Company and HIE.  The unaudited pro forma financial statements should not be taken as representative of the Company’s future consolidated results of operations or financial condition.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits:

99.1 The unaudited combined pro forma financial information for the Company for the nine months ended September 30, 2013, after giving effect to the TSO Hawaii Acquisition and adjustments described in such pro forma financial information.

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 thereunto duly authorized.

PAR PETROLEUM CORPORATION (Registrant)
By:	/s/ William Monteleone
	William Monteleone
	Chief Executive Officer
By:	/s/ Chris Micklas
	Chris Micklas
	Chief Financial Officer

Date: December 13, 2013

EX-99.1

Exhibit 99.1

Introduction to Unaudited Pro Forma Combined Financial Information

As previously disclosed on June 17, 2013, Hawaii Pacific Energy, LLC, a Delaware limited liability company (“HPE” or the “Buyer”) and wholly owned subsidiary of Par Petroleum Corporation, entered into a Membership Interest Purchase Agreement (as amended, the “TSO Purchase Agreement”). Pursuant to the TSO Purchase Agreement, the Buyer agreed to acquire (the “Acquisition”) from Tesoro Corporation, a Delaware corporation (the “Seller”), all of the issued and outstanding units (the “Purchased Units”) representing the membership interests in Tesoro Hawaii, LLC, a Hawaii limited liability company subsequently renamed Hawaii Independent Energy, LLC (“HIE”), and indirectly HIE’s wholly owned subsidiary, Smiley’s Super Service, Inc., a Hawaii corporation (the “Acquired Subsidiary”). HIE and the Acquired Subsidiary own, operate and use (i) a petroleum refinery located at the Campbell Industrial Park in Kapolei, Hawaii (the “Refinery”), (ii) certain pipeline assets, floating pipeline mooring equipment, and refined products terminals, and (iii) retail assets selling fuel products and merchandise on the islands of Oahu, Maui and Hawaii.

On September 25, 2013 (the “Effective Date”), the Buyer completed the Acquisition for an aggregate purchase price, including the $25.0 million deposit previously paid, of $75.0 million, paid in cash at the closing plus certain contingent earnout payments of up to $40.0 million. The earnout payments, if any, are to be paid annually following each of the three calendar years beginning January 1, 2014, through the year ending December 31, 2016, in an amount equal to 20% of the consolidated annual gross margin of HIE in excess of $165 million during such calendar years, with an annual cap of $20 million. In the event that the Refinery ceases operations or in the event Buyer disposes of any facility used in the acquired business, Buyer’s obligation to make earnout payments could be modified and/or accelerated as provided in the TSO Purchase Agreement. The consideration was paid with a portion of the proceeds from the sale of 143,884,892 shares of common stock in a private placement transaction, as well as, from amounts received pursuant to supply and exchange agreements with Barclays Bank PLC and an ABL credit facility with Deutche Bank AG New York Branch.

References to “we,” “our,” or “the Company” refer to Par Petroleum Corporation and its subsidiaries.

Description of Unaudited Pro Forma Combined Financial Statements

The following unaudited pro forma combined statement of operations for the nine  months ended September 30, 2013 combines our unaudited historical statement of operations for the nine months ended September 30, 2013, as filed with the Securities and Exchange Commission  ("SEC") on November 14, 2013 in our Quarterly Report on Form 10-Q for the periods ended September 30, 2013, with HIE’s unaudited historical statement of operations for the period from January 1, 2013 through September 25, 2013, giving effect to the Acquisition as if it had occurred on January 1, 2012, using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements.

The unaudited pro forma financial statements do not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the Acquisition, if any. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and accompanying notes of the Company and HIE.

The unaudited pro forma financial statements should not be taken as representative of our future consolidated results of operations or financial condition.

PAR PETROLEUM CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(In thousands, except per share amounts)

	Company Historical			HIE Historical			Pro Forma Adjustments				Company Pro Forma
		A			B
Revenue:
Operating revenues	$	128,960		$	2,100,769		$	—			$	2,229,729
Natural gas and oil sales		5,988			—			—				5,988
Total revenues		134,948			2,100,769			—				2,235,717
Operating expenses:
Cost of sales		—			2,033,844			—				2,033,844
Operating expenses		113,561			92,696			—				206,257
Lease operating expense		4,175			—			—				4,175
Production taxes		39			—			—				39
Gain on asset disposal		—			(14,340	)		14,340		D		—
Depreciation, depletion, amortization and accretion		3,022			1,344			5,060		E		9,426
Trust litigation and settlements		5,713			—			—				5,713
General and administrative expense		19,422			14,074			—				33,496
Total operating expenses		145,932			2,127,618			19,400				2,292,950
Loss from unconsolidated affiliates		(1,772	)		—			—				(1,772	)
Operating  loss		(12,756	)		(26,849	)		(19,400	)			(59,005	)
Other income and (expense):
Interest expense and financing costs, net		(9,806	)		(230	)		2,937		C		(7,099	)
Other income		797			—			—				797
Realized gain on derivative instruments, net		410			—			—				410
Unrealized loss on derivative instruments		(6,645	)		—			—				(6,645	)
Total other expense		(15,244	)		(230	)		2,937				(12,537	)
Loss before income taxes		(28,000	)		(27,079	)		(16,463	)			(71,542	)
Income tax expense (benefit)		(650	)		541			—		F		(109	)
Net loss	$	(28,650	)	$	(26,538	)	$	(16,463	)		$	(71,651	)

See accompanying notes to pro forma condensed consolidated financial information. 

3

PAR PETROLEUM CORPORATION AND SUBSIDIARIES

Notes to Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

1.   Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2013

The pro forma condensed consolidated statements of operations are presented as if the acquisition of HIE, which closed on September 25, 2013, occurred on January 1, 2012. The adjustments to the pro forma condensed consolidated statements of operations for the nine months ended September 30, 2013 were as follows:

A.   Company Historical

Derived from the Company’s unaudited historical consolidated statement of operations for the nine months ended September 30, 2013.

B.   HIE Historical

Derived from HIE’s unaudited historical consolidated statement of operations for the period from January 1, 2013 through September 25, 2013.

C.   Financing Costs

To fund the acquisition of HIE on September 25, 2013, the Company entered into an ABL credit facility and drew $15.0 million and incurred loan costs of approximately $2.3 million. The facility bore interest at a rate of 4.5%, as of September 25, 2013, and matures September 25, 2017. As a result of this transaction, the Company would have incurred additional financing costs of approximately $0.9 million for the nine months ended September 30, 2013.

In addition, the Company used a portion of the net proceeds from its private placement to repay approximately $46.8 million of its existing debt. As a result, financing costs for the nine months ended September 30, 2013 would have decreased by approximately $3.9 million.

D.   Impairments and Gain on Disposal of Assets

Effective December 31, 2012, HIE reclassified its assets as available for sale. As a result, HIE recorded impairments representing those assets’ estimated fair values and recognized a liability for estimated asset retirement obligations totaling approximately $248.3 million for the year ended December 31, 2012. On June 17, 2013, upon entering into the TSO Purchase Agreement, HIE reversed the liability for asset retirement obligations and recognized a gain of approximately $14.3 million in the statement of operations for the nine months ended September 30, 2013.

E.   Depreciation and Amortization Expense

For the nine months ended September 30, 2013, HIE recorded depreciation and amortization expense totaling approximately $1.3 million. As of the closing of the Acquisition, the carrying value of HIE’s tangible and intangible assets were adjusted to their estimated fair value. Pro forma estimated depreciation and amortization expense was follows (dollars in thousands):

	Remaining Useful Life (Years)		Fair Value		Annual Depreciation
Refinery real estate		47	$	1,360	$	29
Refinery Machinery &Equipment		10		38,359		3,836
Cogen unit		8		5,000		625
Terminal Machinery & Equipment		11		1,464		133
Pipelines - onshore		9		2,383		265
Pipelines - offshore		8		2,524		316
SPM - new		28		6,250		223
SPM - old		3		2,500		833
Vehicles		4		1,600		400
Row		30		34		1
Improvements – Real estate		18		3,113		173
Improvements – Machinery & Equipment		14		1,557		111
Total plant and equipment			$	66,144	$	6,945
Trade marks and trade names		3	$	4,782	$	1,594
Annual pro forma depreciation and amortization					$	8,539
For the nine months ended September 30, 2013					$	6,404

F.   Income taxes

No adjustment for income taxes is required for the nine months ended September 30, 2013. The Company has Federal net operating loss carryforwards available to offset any federal taxable income generated by HIE.