Par Pacific Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

false 0000821483 0000821483 2025-12-16 2025-12-16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

 

 

On December 17, 2025, Par Pacific Holdings, Inc. (“Par Pacific”), Par Petroleum, LLC (“Par LLC”), Par Petroleum Finance Corp. (“Finance Corp.”) and the guarantors party thereto entered into that certain Amendment No. 3 to Term Loan Credit Agreement, dated as of December 17, 2025 (the “TL Amendment”), with Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Term Loan Agent”), and the lenders party thereto. The TL Amendment amends that certain Term Loan Credit Agreement, dated as of February 28, 2023 (as amended, supplemented or otherwise modified, the “Term Loan Agreement”), among Par Pacific, Par LLC, Finance Corp., the Term Loan Agent and the lenders party thereto.

 

The TL Amendment provided for, among other things, a reduction in the Applicable Margin under the Term Loan Agreement by 50 basis points, such that base rate loans and SOFR loans will bear interest at the applicable base rate plus 2.25% and 3.25%, respectively.

 

The foregoing description of the TL Amendment is qualified in its entirety by reference to the TL Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

As previously disclosed, on October 2, 2025, Hawaii Renewables, LLC (“HR”), a joint venture of Par Pacific related to renewable fuels, entered into (i) that certain Framework Agreement for Commodity Swap Transactions (the “Framework Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”), (ii) that certain International Swaps and Derivatives Association 2002 Master Agreement and Schedule (the “ISDA Agreement”), with Wells Fargo, and (iii) that certain Pledge and Security Agreement with Wells Fargo (the “Existing Pledge and Security Agreement”). In connection with the Framework Agreement and the ISDA Agreement, on December 16, 2025, HR entered into that certain Letter of Credit Facility Agreement (the “Uncommitted LC Facility Agreement”) with Wells Fargo, pursuant to which Wells Fargo agreed, in its sole discretion, to consider issuing documentary letters of credit for the account of HR in the maximum available amount of $25,000,000 in the aggregate. Proceeds of drawings under such letters of credit may be used to make payments to HR’s suppliers of crude oil and soybean oil when due and payable under the respective supply contracts.

 

In connection with the Framework Agreement, the ISDA Agreement and the Uncommitted LC Facility Agreement, on December 16, 2025, HR entered into that certain Amended and Restated Pledge and Security Agreement (the “A&R Pledge and Security Agreement”) with Wells Fargo. The A&R Pledge and Security Agreement amends and restates the Existing Pledge and Security Agreement to provide for, among other things, a modification to the scope of the Collateral (as defined in the A&R Pledge and Security Agreement) on which HR grants a security interest in favor of Wells Fargo to secure the obligations of HR under the Framework Agreement, the ISDA Agreement, the Uncommitted LC Facility Agreement and the other Transaction Documents (as defined in the Framework Agreement).

 

The foregoing description of the A&R Pledge and Security Agreement is qualified in its entirety by reference to the A&R Pledge and Security Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.

 

 

 

 

 

 

 

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: December 19, 2025