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8-K2026-05-11· grok-4-1-fast-non-reasoning

PARR · Par Pacific Holdings, Inc.

0001193125-26-215799

SEC filing

Summary

Par Pacific Holdings' subsidiary Par Petroleum intends to offer $500 million senior unsecured notes due 2034 to repay and terminate its term loan due 2030.

Key takeaways

Full analysis

Par Pacific Holdings, Inc. announced through its wholly owned subsidiary Par Petroleum, LLC a proposed private placement of $500 million aggregate principal amount of senior unsecured notes due 2034, subject to market conditions. The notes will be offered pursuant to Rule 144A and Regulation S exemptions and guaranteed on a senior unsecured basis by Par Pacific and each Par Petroleum subsidiary that guarantees the company's senior secured asset-based revolving credit facility (ABL Credit Facility). The primary use of net proceeds, combined with cash on hand or ABL borrowings, is to fully repay and terminate Par Petroleum's existing term loan due 2030, refinancing shorter-term debt with longer maturity at potentially favorable terms. This move supports the company's conservative leverage strategy, targeting gross term debt to Retail and Logistics Adjusted EBITDA of 3-4x. Pro forma metrics as of March 31, 2026, post-offering and term loan termination, show net debt of $792.8 million and net leverage of 1.1x on TTM Adjusted EBITDA of $714.9 million, alongside pro forma liquidity of $799.7 million assuming New ABL closing. Separately, the company expects to amend and restate its Existing ABL into a New ABL up to $1.8 billion with a $500 million incremental facility, maturing five years from closing, though not conditioned on the notes offering. This capital structure optimization enhances liquidity and flexibility for growth initiatives in refining, logistics, and renewables while maintaining a strong balance sheet in logistically complex markets.