PAR PACIFIC HOLDINGS, INC. (PARR): M&A transaction — Par Pacific closes $310M acquisition of ExxonMobil Billings refinery; deal valued at ~$638M including inventory

PAR PACIFIC HOLDINGS, INC.

Closed acquisition of Billings refinery (63,000 bpd) and Upper Rockies logistics from ExxonMobil; purchase price $310M cash plus ~$290M hydrocarbon inventory.
Total consideration including ~$38M working capital adjustments; base price funded with cash on hand; inventory financed via $215M ABL facility draw.
Acquired assets include 70-mile Silvertip Pipeline, 40% stake in 750-mile Yellowstone pipeline, four terminals, and 250 branded retail locations.
CEO William Pate expects the transaction to be immediately accretive to earnings and cash flow.
Par Pacific evaluating renewable fuels projects at Billings to reduce carbon intensity under Washington LCFS.

item 1.01 item 2.01 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

PAR PACIFIC HOLDINGS, INC. incurred credit facility of $215 million with Wells Fargo Bank, National Association, as administrative agent and collateral agent at Not disclosed maturing Not disclosed.

Instrument: credit facility
Principal: $215 million
Counterparty: Wells Fargo Bank, National Association, as administrative agent and collateral agent
Rate: Not disclosed
Maturity: Not disclosed
Event: incurrence

Exact text from the filing

the hydrocarbon inventory associated with the Transaction was primarily financed by approximately $215 million borrowed pursuant to the “Billings Incremental Facility” under the Company’s Asset-Based Revolving Credit Agreement dated as of April 26, 2023

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PAR PACIFIC HOLDINGS, INC. completed an acquisition involving Exxon Mobil Corporation, ExxonMobil Oil Corporation, ExxonMobil Pipeline Company LLC for $310 million (closed 2023-06-01).

Action: acquisition
Counterparty: Exxon Mobil Corporation, ExxonMobil Oil Corporation, ExxonMobil Pipeline Company LLC
Consideration: $310 million
Closing: 2023-06-01

Exact text from the filing

the Purchasers and, solely for certain purposes specified in the Purchase Agreement, the Company. The purchase price for the Transaction includes a base purchase price of $310 million (including a $30 million deposit funded at signing), approximately $290 million for the estimated value of hydrocarbon inventory, and an aggregate of approximately $38 million

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PAR PACIFIC HOLDINGS, INC. amended Purchase Agreement Amendment with Exxon Mobil Corporation, ExxonMobil Oil Corporation, ExxonMobil Pipeline Company LLC, Par Montana, LLC, Par Montana Holdings, LLC, Par Rocky Mountain Midstream, LLC, and Par Pacific Holdings, Inc. (effective 2023-06-01).

Action: amendment
Agreement: asset purchase
Counterparty: Exxon Mobil Corporation, ExxonMobil Oil Corporation, ExxonMobil Pipeline Company LLC, Par Montana, LLC, Par Montana Holdings, LLC, Par Rocky Mountain Midstream, LLC, and Par Pacific Holdings, Inc.
Effective: 2023-06-01

Exact text from the filing

On the Closing Date, the Sellers, the Purchasers and the Company entered into the First Amendment to Equity and Asset Purchase Agreement (the “ Purchase Agreement Amendment ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PAR PACIFIC HOLDINGS, INC. amended ABL Amendment with the borrowers party thereto, the lenders party thereto, the issuing banks party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (effective 2023-05-30).

Action: amendment
Agreement: credit facility
Counterparty: the borrowers party thereto, the lenders party thereto, the issuing banks party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent
Effective: 2023-05-30

Exact text from the filing

On May 30, 2023, the ABL Credit Agreement was amended (the “ ABL Amendment ”) by the parties thereto in order to effect the Billings Incremental Facility, adjust the borrowing base to account for the Billings Assets, and fund an escrow account to purchase a portion of the hydrocarbon inventory associated with the Transaction on the Closing Date.

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PAR PACIFIC HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-158690

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