PAR PACIFIC HOLDINGS, INC. 8-K

What Happened
Par Pacific Holdings, via its wholly owned subsidiary Par Petroleum, LLC, announced on May 14, 2026 that it completed a private placement of $500 million aggregate principal of 7.375% Senior Notes due June 1, 2034. The notes were issued under an indenture with U.S. Bank Trust Company as trustee and are initially senior unsecured obligations guaranteed by the company and certain subsidiaries. On the same date the company entered into an Amended and Restated Asset‑Based Revolving Credit Agreement (the “New ABL”) providing up to $1.8 billion in secured revolving capacity (including a $500 million incremental facility), maturing May 14, 2031.

Key Details

• Notes: $500 million principal, 7.375% coupon, interest paid semi‑annually (June 1 & Dec 1), first payment Dec 1, 2026; maturity June 1, 2034.
• Redemption & protections: callable with make‑whole prior to June 1, 2029; after that at scheduled prices; up to 40% may be redeemed with certain equity proceeds at 107.375% prior to June 1, 2029; change‑of‑control put at 101% if a ratings decline occurs.
• New ABL: up to $1.8 billion total availability (includes $500M incremental subject to lender commitments), sublimits $180M swing loans and $600M letters of credit; maturity May 14, 2031.
• ABL pricing: floating SOFR‑based spreads plus a base rate that step wider as excess availability declines (1.25% / 1.50% / 1.75% over SOFR plus base, depending on availability tiers).
• Covenants: both documents include customary restrictive covenants (limits on additional debt, liens, dividends, certain investments, asset sales, affiliate transactions) and customary events of default.

Why It Matters
These transactions materially affect Par Pacific’s capital structure and liquidity: the $500M fixed‑rate senior notes provide long‑term, unsecured financing at a 7.375% coupon, while the amended ABL increases secured revolving capacity to support capital expenditures, turnarounds and working capital needs through 2031. Investors should note the higher fixed interest cost from the notes, the expanded committed liquidity under the ABL, and the covenant restrictions that could limit certain corporate actions. The company filed the related documents and a press release as exhibits to the 8‑K.