Item 1.01. Entry into a Material Definitive Agreement Indenture and Securities On June 5, 2020, Par Petroleum, LLC ("Par Petroleum") and Par Petroleum Finance Corp. ("Finance Corp." and together with Par Petroleum, the "Issuers"), both wholly-owned subsidiaries of Par Pacific Holdings, Inc. (the "Company"), completed the issuance of $105 million in aggregate principal amount of 12.875% Senior Secured Notes due 2026 (the "Notes") and related guarantees by the Subsidiary Guarantors (as defined below) and the Company (collectively, the "Guarantees" and together with the Notes, the "Securities") in a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act").



The Issuers intend to use the net proceeds of the offering for general corporate
purposes. The Securities were issued under an Indenture, dated as of June 5,
2020 (the "Indenture"), among Par Petroleum, Finance Corp., all of Par
Petroleum's existing wholly-owned domestic subsidiaries (other than Finance
Corp.) (collectively, the "Subsidiary Guarantors") and the Company, as
guarantors, and Wilmington Trust, National Association., as trustee and
collateral trustee ("Collateral Trustee").
The Notes will bear interest at an annual rate of 12.875%. Interest is payable
semiannually in arrears on January 15 and July 15 of each year, beginning on
January 15, 2021, to holders of record on each January 1 and July 1 preceding an
interest payment date. The Notes mature on January 15, 2026, unless earlier
redeemed or purchased. The Notes are secured on a pari passu basis with the same
collateral that secures the Issuers' existing 7.750% Senior Secured Notes due
2025 and the Issuers' existing Term Loan B facility, which consists of
first-priority security interests in substantially all of the assets of the
Issuers and the Subsidiary Guarantors, other than assets constituting collateral
for the ABL Loan Agreement (as defined below), assets constituting collateral
for the A&R Supply and Offtake Agreement (as defined below), assets constituting
collateral for the intermediation arrangement with Merrill Lynch Commodities,
Inc. and certain excluded properties. The Notes are fully and unconditionally
guaranteed on a senior secured basis, jointly and severally, by each of the
Subsidiary Guarantors, and are guaranteed on a senior unsecured basis only as to
the payment of principal and interest by the Company. In the future, the Notes
will be guaranteed on a senior secured basis by additional subsidiaries of Par
Petroleum that guarantee material indebtedness of the Issuers or otherwise
become obligated with respect to material indebtedness under a credit facility,
subject to certain exceptions.
The Issuers may, upon not less than 30 nor more than 60 days' notice, redeem all
or part of the Notes at any time prior to July 15, 2023 at a redemption price
equal to 100% of the principal amount of Notes redeemed, plus a "make whole"
premium, and accrued and unpaid interest, if any, to the date of redemption. The
Issuers have the right to, upon not less than 30 nor more than 60 days' notice,
redeem the Notes at any time on or after July 15, 2023 at the redemption prices
described in the Indenture, plus accrued and unpaid interest, if any, to (but
excluding) the date of redemption. Additionally, at any time before July 15,
2023, the Issuers may redeem up to 35% of the aggregate principal amount of the
Notes issued with an amount equal to the net proceeds of certain equity
offerings, at a price equal to 112.875% of the principal amount of the Notes,
plus accrued and unpaid interest, if any, to (but excluding) the date of
redemption; provided that (1) at least 65% of the aggregate principal amount of
the Notes (including any additional Notes) originally issued under the Indenture
remain outstanding immediately after the occurrence of such redemption
(excluding Notes held by Par Petroleum and its Subsidiaries); and (2) each such
redemption must occur within 180 days of the date of the closing of each such
equity offering. Furthermore, until 120 days after the issue date of the Notes,
the Issuers may, upon not less than 30 nor more than 60 days' notice, redeem up
to 35% of the aggregate principal amount of the Notes with the net cash proceeds
of any loan received pursuant to an applicable credit facility promulgated under
the Coronavirus Aid, Relief, and Economic Security Act or any such similar
legislation, at a redemption price equal to 106.438% of the principal amount of
the Notes, plus accrued and unpaid interest, if any, to (but excluding) the date
of redemption; provided that at least 65% of the original aggregate principal
amount of the Notes issued under the Indenture remain outstanding immediately
after the occurrence of such redemption.

If a "change of control" occurs, holders of the Notes will have the option to require the Issuers to purchase for cash all or a portion of their Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest. In addition, if the Issuers make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, they will be required to use the proceeds of such asset sales to make an offer to purchase the Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, to (but excluding) the date of redemption. The Indenture contains restrictive covenants limiting the ability of Par Petroleum and its Restricted Subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell assets, agree to certain restrictions on the ability of Restricted Subsidiaries to make payments to the Issuers, consolidate, merge, sell or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates. The

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Indenture also contains customary events of default. The foregoing description of the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein. The form of the Notes (included as Exhibit A of the Indenture filed as Exhibit 4.1 hereto) is filed as Exhibit 4.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The descriptions of the material terms of the Indenture and the Securities are qualified in their entirety by reference to such exhibits.

Fifth Amendment to ABL Loan Agreement

On June 5, 2020, in connection with the issuance of the Securities, Par Petroleum, Par Hawaii, LLC ("Par Hawaii"), Hermes Consolidated, LLC ("Hermes") and Wyoming Pipeline Company LLC ("WPC" and collectively with Par Petroleum, Par Hawaii and Hermes, the "ABL Borrowers"), all wholly-owned subsidiaries of the Company, entered into that certain Fifth Amendment (the "Fifth ABL Amendment") to Loan and Security Agreement, dated as of June 5, 2020 (as amended from time to time, the "ABL Loan Agreement") with the ABL Guarantors (as defined in the . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.




Item 7.01.   Regulation FD Disclosure.
On June 5, 2020, the Company issued a news release announcing the closing of the
transactions contemplated by the Indenture and the issuance of the Securities.
The news release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
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
Exhibit 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 9.01 Financial Statements and Exhibits




(d) Exhibits



4.1      Indenture, dated as of June 5, 2020, among Par Petroleum, LLC, Par
       Petroleum Finance Corp., the Guarantors (as defined therein) and
       Wilmington Trust, National Association, as Trustee and Collateral
       Trustee.



4.2      Form of 12.875% Senior Secured Note due 2026 (included within the
       Indenture filed as Exhibit 4.1).



10.1     Fifth Amendment to Loan and Security Agreement, dated as of June 5,
       2020, among Par Petroleum, LLC, Par Hawaii, LLC, Hermes Consolidated, LLC,
       Wyoming Pipeline Company LLC, the guarantors party thereto, the financial
       institutions party thereto, as lenders, and Bank of America, N.A., as
       administrative agent and collateral agent for the lenders.



10.2     Omnibus Amendment to Amended and Restated Pledge and Security Agreement
       and Amended and Restated Supply and Offtake Agreement, dated as of June 5,
       2020, among Par Hawaii Refining, LLC, Par Petroleum, LLC and J. Aron &
       Company LLC.



99.1   Press Release, dated June 5, 2020.

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