Each one in plain English, with the numbers worked through for a shareholder.
16 Feb 2021material agreement▲ GoodMajor
Par Pacific agreed to sell 22 Hawaii retail convenience store/fuel station properties to a Realty Income subsidiary for $116.1 million in a sale-leaseback, then lease them back on a 15-year triple-net basis -- unlocking real estate value from the company's Hawaii retail network as the pandemic eased.
The $105 million 12.875% notes closed, adding a costly new layer of debt to Par Pacific's capital structure to see it through the pandemic demand collapse.
As COVID-19 crushed fuel demand, Par Pacific raised $105 million through new 12.875% senior secured notes with Goldman Sachs -- a much higher coupon than its 2017 notes, reflecting how expensive emergency liquidity was for refiners during the pandemic.
11 Dec 2019capital raising announcement● NeutralMajor
On December 9-10, 2019, Par Pacific agreed a second swap with a few holders of its 5.00% Convertible Senior Notes due 2021, trading about $31.2 million of notes for about $2.3 million in cash and 1,793,788 new shares, with settlement expected around December 13, 2019. This continues the May 2019 exchange and would cut the convertible notes outstanding to about $48.7 million, at the cost of more new shares and so dilution for existing holders.
U.S. Oil & Refining's crude intermediation arrangement with Merrill Lynch Commodities was extended from December 2019 to June 2021 -- one of many routine rollovers of this facility over the years.
16 May 2019capital raising announcement● NeutralMajor
On May 15, 2019, Par Pacific agreed with a few holders of its 5.00% Convertible Senior Notes due 2021 to swap about $31.7 million of those notes for about $14.8 million in cash and 1,303,344 new shares, with settlement expected around May 22, 2019. This would cut the convertible notes outstanding to about $83.3 million; the company says it will issue 457,935 fewer shares than if the notes had been converted at the stated rate (about $18.00 per share). Existing shareholders get some dilution from the new shares, offset by less convertible debt.
Par Pacific refinanced a bridge loan on its 21-property Hawaii retail real estate portfolio with a new $45 million, 20-year-amortizing term loan from Bank of Hawaii.
14 Jan 2019asset acquisition disposition▲ GoodMajor
Par Pacific closed its $358 million purchase of U.S. Oil & Refining on Jan 11, 2019. The Tacoma, Washington assets are a 42,000 bpd refinery, a marine terminal, a rail loading terminal and 2.9 MMbbls of storage, partly funded by a new $250 million Goldman Sachs term loan.
20 Dec 2018capital raising announcement▲ GoodMajor
On Dec 19, 2018 Par Pacific closed the purchase of the IES refining units in Hawaii announced in August, completing that deal. The price was $45 million: $30 million cash plus 860,502 shares, and an additional 247,700 shares were issued at closing as an initial inventory adjustment, with further adjustments still to come. Par also agreed to register IES's shares for resale, and the news release says about 80 IES employees are joining Par, and a long-term agreement lets Par use IES's retained storage and throughput assets.
Ahead of closing its planned purchase of refining "topping units" to expand the Kapolei, Hawaii refinery, Par Hawaii amended its J. Aron supply arrangement so J. Aron will procure up to 150,000 barrels/day of crude for the refinery (up from 94,000), covering the added processing capacity once the deal closes.
This amendment re-files the Nov 27 8-K on the $358 million TrailStone purchase solely to attach the Purchase and Sale Agreement as Exhibit 2.1. The deal terms are restated unchanged and nothing new is disclosed.
27 Nov 2018capital raising announcement● NeutralMajor
Par Petroleum, a Par Pacific subsidiary, agreed on Nov 26, 2018 to buy TrailStone's U.S. Oil & Refining business (via TrailStone NA Asset Finance I, LLC) for a base price of $358 million: about $321 million cash plus 2,363,776 shares. Par can swap up to about $113 million of the cash for extra shares (capped at 19.9% of shares outstanding). Goldman Sachs Bank USA committed to a $275 million senior secured term loan to fund it. Closing was not before Jan 10, 2019, and either side could terminate if it had not closed by Jan 25, 2019. This is a much larger deal than the August Hawaii topping-unit purchase and would bring more debt and possibly more shares.
30 Aug 2018capital raising announcement▲ GoodMajor
Par Pacific agreed on Aug 29, 2018 to buy refining units near its Kapolei, Hawaii refinery from IES Downstream (Island Energy Services), which announced it is ceasing refining. The price is $45 million: $30 million cash plus 860,502 new Par Pacific shares, with up to 286,834 more shares for inventory adjustments. Closing was still subject to conditions and could be terminated if not completed by Feb 22, 2019. Existing shareholders face some dilution from the new shares.
Par Pacific's asset-based revolving credit facility was increased from $75 million to $85 million with a new incremental lender, American Savings Bank, joining.
Par Hawaii's deferred-payment credit line with commodity trader J. Aron under their crude supply arrangement was increased from $125 million to $165 million, giving the Hawaii refinery more working-capital flexibility.
Par Pacific voluntarily moved its stock listing up from the NYSE American to the main New York Stock Exchange, keeping its "PARR" ticker -- a milestone reflecting the company's growth since its earlier small-cap/shell days.
Par Hawaii agreed to buy 33 retail gasoline/convenience stores in Washington and Idaho from CHS for $70 million, along with a long-term Cenex-branded fuel supply arrangement and a deal for Par's Wyoming Refining subsidiary to supply CHS in the Rockies/Pacific Northwest -- expanding Par Pacific's retail footprint beyond Hawaii.
The $300 million notes offering closed, and Par Pacific used most of the ~$293 million in proceeds to pay off its KeyBank, Par Wyoming and WRC bank facilities and the J. Aron forward sale, consolidating its debt into cleaner secured notes plus a new asset-based revolver.
Par Pacific priced $300 million of 7.75% senior secured notes due 2025 to refinance its bank debt and unwind a forward-sale arrangement with J. Aron -- a step toward simplifying its capital structure.