Par Pacific Holdings Announces Offering Of Convertible Senior Notes

HOUSTON, June 15, 2016

The interest rate, initial conversion rate, redemption rights and other terms of the notes are to be determined upon pricing of the offering by negotiations between the Company and the initial purchaser of the notes. The notes will be unsecured, senior obligations of the Company, and interest will be payable semi-annually in arrears.  The notes will be convertible into cash, shares of the Company's common stock, or a combination thereof, at the Company's election.  

The Company intends to use the net proceeds of the proposed offering (including any proceeds from the exercise of the initial purchasers' option to purchase additional notes) to finance a portion of the purchase price of the previously announced pending acquisition of Hermes Consolidated, LLC (d/b/a Wyoming Refining Company), to prepay $5 million of the outstanding principal amount of the term loan under its Delayed Draw Term Loan and Bridge Loan Credit Agreement and for general corporate purposes.

As a condition to any purchase of notes, each beneficial owner of the notes must agree in writing with the Company that until the earlier of (x) the date that is 10 calendar days following the pricing date for the contemplated subscription rights offering, if any, announced separately by the Company and (y) August 9, 2016 (such earlier date, the "cut-off date"), neither it nor any of its affiliates will, directly or indirectly: offer, pledge, sell, short sell or contract to sell any shares of the Company's common stock; sell any option or contract to purchase any shares of the Company's common stock; purchase any option or contract to sell any shares of the Company's common stock; grant any option, right or warrant to purchase any shares of the Company's common stock; otherwise transfer or dispose of or transfer any shares of the Company's common stock; or enter into any swap or any other agreement that transfers, in whole or in part, the economic consequence of ownership of the Company's common stock, whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise (the foregoing activities, "share dispositions" and the foregoing restrictions, the "hedging restrictions"); provided, however, the foregoing hedging restrictions shall not apply to (1) any purchases, sales or exercises of the transferrable subscription rights issued in the subscription rights offering, if any or (2) any share dispositions by Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates in connection with its (or any affiliate's) ordinary course market-making, brokerage or other trading activity unrelated to trading of the notes.  In addition, as a condition to any purchase of notes, each beneficial owner of the notes must agree in writing with the Company that it will not transfer any of its notes to any other party prior to the cut-off date unless that party agrees in writing with the Company to be bound by the hedging restrictions and this limitation on transfers, if and as applicable.

Neither the notes nor the issuance of any shares of common stock upon conversion or redemption of the notes have been, nor will be, registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Par Pacific Holdings