8-KFiled Aug 24, 8:00 PM ET

Par Pacific Holdings Announces $485M Sale of Laramie Energy Assets

$PARR · PAR PACIFIC HOLDINGS, INC.

Research Summary

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Par Pacific Holdings Announces $485M Sale of Laramie Energy Assets

What Happened
Par Pacific Holdings (PARR) reported on August 25, 2026 that Laramie Energy, LLC — in which Par Pacific holds a 46% non-controlling interest — signed a definitive agreement to sell substantially all of its oil and gas assets to a third‑party purchaser for $485 million in cash. The purchase price includes $60 million payable on the fifth anniversary of closing and is subject to customary working capital and closing adjustments. Par Pacific expects to receive approximately $146 million of the proceeds (about $27.5 million payable on the fifth anniversary) net of debt repayment, adjustments and fees, and is eligible for up to ~$30 million of potential earn-out payments; the Company will exit its investment in Laramie Energy. The transaction is expected to close by the end of 2026, subject to regulatory approvals and customary closing conditions.

Key Details

  • Agreement signed: August 25, 2026 (press release furnished as Exhibit 99.1).
  • Total purchase price: $485 million in cash; $60 million payable on the 5th anniversary.
  • Potential additional earn-outs: up to $65 million payable over anniversaries 1–5; Par Pacific eligible for up to ~$30 million of that.
  • Par Pacific stake: 46% non-controlling interest; expected cash proceeds to Par Pacific ≈ $146 million (≈ $27.5M deferred to year 5).
  • Expected close: by end of 2026, pending regulatory approvals and customary conditions.

Why It Matters
This transaction will convert Par Pacific’s non-controlling oil & gas investment into cash and effectively ends its ownership in Laramie Energy, providing a material proceeds boost (≈$146M) to the company’s balance sheet and liquidity profile. The timing and final amounts depend on closing adjustments, debt paydown, regulatory approvals and any earn-out realizations, so investors should watch company updates and regulatory filings for final proceeds and use of funds. The filing also includes standard forward‑looking statement cautions.