PAR PACIFIC HOLDINGS, INC. (Form: 8-K, Received: 11/27/2018 08:20:09)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2018

Par Pacific Holdings, Inc.

(Exact name of registrant as specified in its charter)




Delaware	1-36550	84-1060803
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)




825 Town & Country Lane, Suite 1500 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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. ¨

Item 1.01. Entry into a Material Definitive Agreement

On November 26, 2018 (the “ Execution Date ”), Par Petroleum, LLC (“ Par Petroleum ”), a subsidiary of Par Pacific Holdings, Inc. (the “ Company ”), entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with TrailStone NA Oil & Refining Holdings, LLC, a Delaware limited liability company (the “ Seller ”), and, solely for certain purposes specified in the Purchase Agreement, the Company. Pursuant to the Purchase Agreement, the Seller agreed to sell 100% of the issued and outstanding equity interests (the “ Company Interests ”) in TrailStone NA Asset Finance I, LLC, a Delaware limited liability company, to Par Petroleum (the “ Transaction ”).

Set forth below are certain material terms of the Purchase Agreement.

Purchase Price . Par Petroleum agreed to purchase the Company Interests for a base purchase price equal to $358 million (the “ Base Purchase Price ”), payable in approximately $321 million in cash (the “ Cash Purchase Price ”) and 2,363,776 shares (the “ Base Shares ”) of the Company’s common stock, par value $0.01 (the “ Common Stock ”). The purchase price will be adjusted by net working capital, the value of hydrocarbon inventory, reimbursable capital expenditures, closing indebtedness and transaction expenses. Par Petroleum may elect to decrease the Cash Purchase Price by an amount not to exceed approximately $113 million (the “ Backstop Amount ”) and to correspondingly increase, subject to a cap equal to 19.9% of the issued and outstanding Common Stock as of the Execution Date, the number of Base Shares by a number of shares of Common Stock (rounded up to the nearest whole share, the “ Backstop Shares ” and together with the Base Shares, the “ Consideration Shares ”) equal to the dollar amount of the decrease in the Cash Purchase Price divided by the lesser of (i) the product of (A) 0.95 and (B) the volume-weighted average price for one share of the Common Stock for the 10 trading days ending (but including) the trading day immediately prior to the date of the closing of the Transaction and (ii) the lowest of any net cash proceeds to the Company on a per share basis resulting from certain sales of Common Stock by the Company during the period between the Execution Date and the closing of the Transaction. On the Execution Date, Par Petroleum paid the Seller a non-refundable fee equal to 3% of the Backstop Amount.

Closing Conditions and Termination . The closing of the Transaction is subject to certain closing conditions, including, among other things, (i) the receipt of certain consents to and approvals of the Transaction, , and (ii) that no material adverse effect with respect to TrailStone NA Asset Finance I, LLC and its subsidiaries or the Company has occurred and is continuing. The closing of the Transaction will take place on the fifth business day following the satisfaction or waiver of the closing conditions contained in the Purchase Agreement, or on such other date to which the Seller, Par Petroleum and the Company may mutually agree, provided that, (i) the closing shall not occur prior to January 10, 2019, without the prior written consent of the Seller in its sole discretion and (ii) either the Seller or Par Petroleum may elect to terminate the Purchase Agreement if the closing has not occurred on or before January 25, 2019, as such date may be extended pursuant to the Purchase Agreement, provided that a party is not entitled to terminate the Purchase Agreement if it is then in breach of the Purchase Agreement and such breach has resulted in or caused the failure to close. In the event that the Seller terminates the Purchase Agreement because Par Petroleum has breached any of its representations, covenants or agreements under the Purchase Agreement, generally subject to a 30 day cure period (subject to extension), and such breach would or does result in the failure of any of the closing conditions set forth in the Purchase Agreement, then Par Petroleum will pay the Seller a termination fee equal to 7.5% of the Base Purchase Price. In the event that the Seller terminates the Purchase Agreement because Par Petroleum fails to pay the Purchase Price at the closing and at the time of termination a Par Petroleum material adverse effect is not continuing, then Par Petroleum will pay the Seller a termination fee equal to 10% of the Base Purchase Price. No termination fee is payable if the closing conditions set forth in the Purchase Agreement are not satisfied or waived by the party entitled to waive such condition.

Representations, Warranties and Covenants. The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this type. The Purchase Agreement also contains certain covenants with respect to the period of time between the Execution Date and the closing of the Transaction.

Guaranty . Par Pacific will guaranty certain of Par Petroleum’s obligations under the Purchase Agreement.

Casualty and Condemnation . In the event that certain of the tangible assets of the business acquired from the Seller in the Transaction are destroyed or damaged by a casualty event or taken by a condemnation event prior to the closing of the Transaction, the Purchase Agreement provides for, in certain instances, a purchase price reduction, or the right of either party to terminate the Purchase Agreement.

Indemnification. The Seller has generally agreed to indemnify Par Petroleum for breaches of covenants contained in the

Purchase Agreement, as well as for losses with respect to terminated contracts and Seller taxes, and Par Petroleum has generally agreed to indemnify the Seller for breaches of its representations, warranties and covenants contained in the Purchase Agreement and for certain taxes, subject to certain survival period limitations and caps. In connection with the Transaction, Par Petroleum will obtain a buyer-side representation and warranty insurance policy to provide coverage for breaches of representations and warranties of the Seller contained in the Purchase Agreement, as well as a tax insurance policy, which policies will be subject to certain exclusions, deductibles, and other terms and conditions set forth therein. In addition, a number of shares of Common Stock equal to 10% of the Base Purchase Price will serve as a source of payment for indemnification claims made by Par Petroleum for a period of six months after the date of the closing of the Transaction.

Financing of the Transaction and Commitment Letter .

The Company expects to finance with Transaction with a combination of debt and equity financing. In connection with the entry into the Purchase Agreement, on the Execution Date, the Company, Par Petroleum and Par Petroleum Finance Corp., a subsidiary of Par Petroleum, entered into a commitment letter (the “ Commitment Letter ”) with Goldman Sachs Bank USA (“ GS ”), whereby GS agreed to act as the sole lead arranger, sole bookrunner and sole syndication agent in connection with a $275.0 million senior secured term loan facility (the “ Term Loan Facility ”), and committed to fund the entirety of such term loan facility as a lender thereunder, for the purpose of financing the Transaction, and subject to the terms and conditions set forth in the Commitment Letter. The funding of the Term Loan Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to the Term Loan Facility in accordance with the terms sets forth in the Commitment Letter, and (ii) the consummation of the Transaction in accordance with the Purchase Agreement.

Committed equity financing for the Transaction is being provided by the Seller in the form of the Backstop Shares, but the Company may alternatively seek alternative equity financing via the capital markets.

Item 3.02 Unresgistered Sales of Equity Securities

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the issuance of the Consideration Shares to Seller pursuant to the terms of the Purchase Agreement is incorporated by reference into this Item 3.02. No finders’ fees or commissions will be paid to any party in connection with the issuance of the Consideration Shares. The Consideration Shares will be issued by the Company in a private placement transaction in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 7.01. Regulation FD Disclosure.

On the Execution Date, the Company issued a news release announcing the entry into the Purchase Agreement. The news release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

On the Execution Date, the Company posted a presentation regarding the Transaction on the “Investor Relations” section of its website at www.parpacific.com. Information on the Company’s website or any other website is not incorporated by reference in this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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 in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements with respect to the Transaction, effects and timing of the closing of the Transaction, the anticipated financing for the Transaction and the amount of debt and equity consideration, the anticipated synergies and other benefits of the Transaction, the anticipated financial and operating results of the Transaction and the effect on the Company’s cash flows and profitability (including Adjusted EBITDA, free cash flow, adjusted net income per share and adjusted earnings per share) are forward-looking statements. Additionally, forward looking statements are subject to certain risks, trends, and uncertainties. The Company cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this Current Report on Form 8-K. The Company does not intend to update or revise any forward-looking statements made herein or any other forward looking statements as a result of new information, future events or otherwise. The Company further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.

Item 9.01 Financial Statements and Exhibits

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: November 26, 2018




PAR PACIFIC HOLDINGS, INC.

By:		/s/ J. Matthew Vaughn
		J. Matthew Vaughn
		Senior Vice President and General Counsel

FOR IMMEDIATE RELEASE

Par Pacific to Acquire U.S. Oil & Refining Co. to Significantly Boost Mainland Refining and Logistics Presence

$358 million purchase price plus acquired net working capital

Connects existing assets in Hawaii, Pacific Northwest and Rockies to create an integrated downstream network with significantly enhanced scale and diversification

Geographically and logistically well-positioned to source discounted Western Canadian and Bakken crudes

Expected to be immediately accretive to Adjusted Net Income per common share

Par Pacific to host conference call and webcast at 9 a.m. ET on November 27, 2018

HOUSTON – November 27, 2018 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced that it has signed a definitive agreement to acquire U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”), a privately-held downstream business, for $358 million plus net working capital. The acquisition includes a 42,000 bpd refinery, a marine terminal, a unit train-capable rail loading terminal, and 2.9 MMbbls of refined product and crude oil storage. The refinery and associated logistics system are strategically located in Tacoma, WA and currently serve the Pacific Northwest market.

“This transformative acquisition connects our existing assets in Hawaii, Pacific Northwest and the Rockies to create an integrated downstream network with significantly enhanced scale and diversification,” said William Pate, President and CEO of Par Pacific Holdings. “We have been executing an ambitious strategic growth plan focused on attractive downstream markets for over three years and the acquisition of U.S. Oil further demonstrates the progress we have made. We believe that this transaction provides a strong platform for earnings and cash flow growth.”

U.S. Oil’s refinery is located on 139 acres of fee-owned land near Tacoma, WA. The 42,000 bpd refinery has the flexibility to optimize its crude slate based on market conditions; currently, discounted Bakken and Cold Lake crude represent over 95% of its current crude slate. U.S. Oil’s diverse logistics assets include 2.9 MMbbls of storage capacity, a proprietary 14-mile jet fuel pipeline, a marine terminal with 15 acres of waterfront property, a unit train rail facility with 107 unloading spots and a truck rack with six truck lanes and 10 loading arms. These assets provide connectivity to Bakken, Canadian and Alaskan crude and Pacific, West Coast, Pacific Northwest and Rockies product markets.

Under the terms of the agreement, Par Pacific will purchase 100% of the equity interests of U.S. Oil for total consideration of $358 million plus net working capital. For the twelve months ended September 30, 2018,

U.S. Oil generated Adjusted EBITDA of approximately $86 million. Par Pacific estimates that annual operational and cost synergies of $7.5 million to $12.5 million will result from the transaction.

The transaction is expected to be funded with proceeds from a $225 million secured term loan and $150 million of equity financing. Committed debt financing is being provided by Goldman Sachs, subject to customary terms and closing conditions. Committed equity financing is being provided by U.S. Oil’s financial sponsor but the Company may alternatively seek equity financing via the capital markets. The transaction is expected to close in January 2019 and is subject to customary closing conditions.

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 in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

A conference call to discuss this acquisition is scheduled for Tuesday, November 27, 2018 at 8:00 a.m. Central Time (9:00 a.m. Eastern Time). To access the call, please dial 1-877-404-9648 inside the U.S. or 1-412-902-0030 outside the U.S. and ask for the Par Pacific call. The webcast may be accessed online through the Company's website at http://www.parpacific.com on the Investor Relations page. Please log on at least 10 minutes early to register. A telephone replay will be available through December 4, 2018 and may be accessible by calling 1-877-660-6853 inside the U.S. or 1-201-612-7415 outside the U.S. and using the conference ID 13685344#. Also, an archive of the webcast will be available shortly after the call on the Company's website at www.parpacific.com and will be accessible for approximately 90 days.

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy and infrastructure businesses. Par Pacific’s strategy is to acquire and develop energy and infrastructure businesses in logistically complex markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with a 94,000-bpd refinery, a logistics system supplying the major islands of the state and 91 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates an 18,000-bpd refinery, a logistics system and 33 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.

Forward-Looking Statements

This press release includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the "safe harbor" from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements with respect to the acquisition of US Oil and Refining Co. (the "Acquisition"), effects and timing of the closing of the Acquisition, the anticipated financing for the Acquisition and the amount of debt and equity consideration, the anticipated synergies and other benefits of the Acquisition, the anticipated financial and operating results of the Acquisition and the effect on Par Pacific's cash flows and profitability (including Adjusted EBITDA and Adjusted Net Income per common share) are forward-looking statements. Additionally, forward looking statements are subject to certain risks, trends, and uncertainties. Par Pacific cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Par Pacific does not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new

information, future events or otherwise. Par Pacific further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this news release.

Investor Relations Contact

Media Relations Contact

WASHINGTON REFINERY ACQUISITION I NOVEMBER 2018

Forward‐Looking Statements / Disclaimers The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the information you may consider important. Any estimates or projections with respect to future performance have been provided to assist you in your evaluation but should not be relied upon as an accurate representation of future results. Certain statements, estimates and ﬁnancial information contained in this presentation constitute forward‐looking statements. Such forward‐looking statements involve known and unknown risks and uncertainties that could cause actual events or results to diﬀer materially from the results implied or expressed in such forwarding statements. While presented with numerical speciﬁcity, certain forward‐looking statements are based (1) upon assumptions that are inherently subject to signiﬁcant business, economic, regulatory, environmental, seasonal and competitive uncertainties, contingencies and risks including, without limitation, our ability to maintain adequate liquidity, to realize the potential benefit of our net operating loss tax carryforwards, to obtain sufficient debt and equity ﬁnancings, our capital costs, well production performance, and operating costs, anticipated commodity pricing, diﬀerentials or crack spreads, anticipated or projected pricing information related to oil, NGLs, and natural gas, realize the potential benefits of our supply and offtake agreements, our ability to realize the benefit of our investment in Laramie Energy, LLC, assumptions related to our investment in Laramie Energy, LLC, including completion activity and projected capital contributions, Laramie Energy, LLC’s financial and operational performance and plans for 2018, our ability to meet environmental and regulatory requirements, our ability to increase refinery throughput and profitability, estimated production, our ability to evaluate and pursue strategic and growth opportunities, our estimates of anticipated Adjusted EBITDA, Adjusted Net income per share, and Adjusted earnings per share, the amount and scope of anticipated capital expenditures, estimates regarding our anticipated diesel hydrotreater project and our naphtha hydrotreater and isomerization unit project, including costs, timing, and benefits, anticipated throughput, production costs, and on‐island sales expectations in Hawaii, anticipated throughput and distillate yield expectations in Wyoming, our estimates related to the annual gross margin impact of changes in RINs prices, the ability of our refinery in Wyoming to provide supply in the Northwest region, estimates regarding the IES acquisition and the Washington refinery acquisition, including anticipated closing dates, financing plans, ability to successfully integrate each acquisition and realize the synergies and other benefits related to each acquisition, and anticipated financial and operating results of each acquisition and their effect on the company’s earnings profile and profitability (including Adjusted EBITDA, Adjusted Net Income per Share, and Adjusted earnings per share), and other known and unknown risks (all of which are difficult to predict and many of which are beyond the company's control), some of which are further discussed in the company’s periodic and other filings with the SEC and (2) upon assumptions with respect to future business decisions that are subject to change. There can be no assurance that the results implied or expressed in such forward‐looking statements or the underlying assumptions will be realized and that actual results of operations or future events will not be materially diﬀerent from the results implied or expressed in such forward‐looking statements. Under no circumstances should the inclusion of the forward‐looking statements be regarded as a representation, undertaking, warranty or prediction by the company or any other person with respect to the accuracy thereof or the accuracy of the underlying assumptions, or that the company will achieve or is likely to achieve any particular results. The forward‐looking statements are made as of the date hereof and the company disclaims any intent or obligation to update publicly or to revise any of the forward‐looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Recipients are cautioned that forward‐looking statements are not guarantees of future performance and, accordingly, recipients are expressly cautioned not to put undue reliance on forward‐looking statements due to the inherent uncertainty therein. This presentation contains non‐GAAP financial measures, such as Adjusted EBITDA and Adjusted Net Income (loss). Please see the Appendix for the definitions and reconciliations to GAAP of the non‐GAAP financial measures that are based on reconcilable historical information. 1

Washington Refinery Transaction Overview Acquisition Terms Impact to Par Pacific Financing Plans • Par Pacific to purchase 42,000 bpd U.S. • Connects existing assets in Hawaii, Pacific • New $225 million secured term loan, Oil refinery and associated logistics system Northwest and Rockies to create an $150 million common equity and the located in Tacoma, WA integrated downstream network with assumption of the Seller’s existing • Purchase price of $358 million, plus net significantly enhanced scale and working capital facility working capital diversification • Committed debt financing provided by • LTM Adjusted EBITDA of $86 million and –Further balances mainland and Pacific Goldman Sachs, subject to customary LTM Adj Net Income of $24 million 1 crude exposure by tripling mainland terms and conditions refinery capacity – Includes estimated $20 ‐ $25 million of • Equity financing backstopped by Seller logistics segment LTM Adjusted EBITDA2 –Logistics assets provide advantaged access to discounted inland crude and • $7.5 ‐ $12.5 million in estimated annual attractive product markets synergies • Expected to be immediately • Transaction is expected to close in January accretive to Free Cash Flow and 2019 Adj. Net Income per Share 1 1 See appendix for non‐GAAP reconciliations. 2 2 PARR management estimate determined by applying market standard rates to U.S. Oil’s crude and refined product throughput across its logistics assets.

Washington Refinery Overview Refining Highlights • Refinery configuration allows crude slate flexibility based on market dynamics Crude Slate & Product Yield* • Geographically well‐positioned to source 25% Other Products currently discounted Western Canadian and 64% Bakken Bakken crudes 23% Gasoline • Production profile fits Pacific Northwest market demand diversification – 60% clean product yield 3% Other 16% Asphalt – Leading asphalt producer in the Pacific Northwest 36% Distillate –VGO is sold to West Coast refiners 33% Cold Lake • Tier 3 sulfur compliant gasoline production *For the last twelve months ended September 30, 2018. 3

Washington Logistics Overview Logistics Highlights Asset Detail • Flexible crude sourcing Crude Storage Capacity (MMBbls) 1.4 – Pipeline and rail access to Canadian, Bakken and Rockies crudes Product Storage Capacity (MMBbls) 1.5 –Blue water access to Canadian, Alaskan and foreign crudes Number of Barges 3 • Marine terminal allows connectivity to Pacific and West Coast Miles of Pipeline 14 product markets Marine Terminal on 15 acres of waterfront property • Capability of serving existing NW retail network via truck Rail Facility with 107 railcar spots capable of unloading up to 60 Mbpd • Proprietary pipeline to McChord Air Force Base • Contracted capacity on Trans Mountain Pipeline Truck Rack with 6 loading lanes and 10 loading arms Canadian Crude Burnaby, Canadian British Columbia Tank Storage Loading Facilities Kinder Morgan (2.9 MMbbl) Trans Mountain Pipeline Fuel Rack CP/UP served rail to Tacoma Most of production sold at fuel rack Long‐term time WASHINGTON REFINERY charters on 3 barges BNSF served rail to Tacoma North Dakota McChord Air • Crude pipeline into refinery Loading Facilities • Crude transport to marine Marine Terminal • Product pipeline from refinery Force Base terminal Diesel, VGO, Marine Fuel Oil McChord Pipeline • Product export from • Supply jet fuel over marine terminal primarily owned pipeline to West Coast 4 Owned / Leased Contracted / Serviced / Third‐ Party

Canadian and Bakken Production Exceeds Pipeline Capacity Canadian Production and Bakken Production and Takeaway (Mbpd) Takeaway (Mbpd) 6,000 Keystone XL 1,800 Line 3 Replacement (Expansion) 1,600 5,000 Keystone 1,400 Rangeland Dakota Access 4,000 Express 1,200 Double H Trans Mountain 1,000 Bakken Exp. Line 67 (Alberta 3,000 ND System (PAA) Clipper) Line 65 (Spearhead) 800 Butte Loop Line 4 Butte Pipeline 2,000 600 Mainline ND Line 3 Refinery Demand Line 2 (A/B) 400 1,000 Bakken Production Line 1 200 Refinery Demand 0 Canada Production 0 2012 2013 2014 2015 2016 2017 2018E 2019E 2020E 2021E 2022E 2012 2013 2014 2015 2016 2017 2018E 2019E 2020E 2021E 2022E Source: Goldman Sachs Global Investment Research 5

Advantaged Access to Canadian and Bakken Crudes Limited Available Pipeline Capacity WCS and Bakken (Clearbrook) Diffs Reflect this Dynamic LTM at 9/30 $10.00 $ 4.00 $0.00 $ 0.00 $(10.00) $(4.00) $(20.00) $(8.00) $(30.00) $(12.00) $(40.00) $(16.00) $(50.00) $(20.00) $(60.00) $(24.00) Jan-15 Jan-16 Jan-17 Jan-18 Bakken (Clearbrook) WCS ‐ WTI ‐ WTI $/bbl WCS ‐ WTI Bakken (Clearbrook) ‐ WTI 9/30/18 LTM Avg $(22.03) $(0.29) Source: CAPP Source: Platts 6

Combined Company Snapshot Brent vs. WTI Expected Throughput LTM Adj. EBITDA ($MM) 2 LTM Adj. Net Income 1 1 2 Crude Exposure (Mbpd) $210 per Share 169 $1.28 +28% +24% 13% +70% 132 32% $1.03 Par Pacific LTM $123 WTI Brent Par Pacific LTM + 87% Washington 68% Refinery Acquisition PARR + IES PARR + IES and PARR + IES PARR + IES and Acquisition Washington Acquisition Washington Acquisitions Acquisitions Washington Refinery 76% Acquisition increases 22% 15% Logistics and Mainland Refining business unit WASHINGTON REFINERY $256 mm Est. $170 mm TRANSACTION contribution LTM Business Unit Combined LTM CONTRIBUTION Contribution 3 Business Unit Contribution 4 23% 24% 24% Refining Logistics Retail 55% Mainland Hawaii 1 Based on expected 2019 throughput. Bars on the left include the pending IES transaction. 7 61% 2 See appendix for non‐GAAP reconciliations. Excludes expected synergies of $7.5 ‐ $12.5 mm. 3 Excludes LTM 9.30.18 Corporate & Other expense of $47 mm, IES acquisition, and Hawaii growth projects. 4 Washington Refinery Transaction contribution is not adjusted to exclude corporate overhead and assumes the midpoint of $20 ‐ $25 mm logistics segment contribution based on PARR management estimate.

Capitalization and Credit Metrics Net Secured Leverage Ratio increases modestly from the transaction Par Pacific as of Transaction Est. Combined 9.30.2018 Adjustments 1 Company Cash $88 $18 $106 $85mm ABL ‐ ‐‐ 7.75% Senior Secured Notes 300 ‐ 300 5% Convertible Senior Notes 115 ‐ 115 New Term Loan ‐ 225 225 Total Debt 2 $415 $225 $640 Net Debt 327 207 534 Shareholders' Equity 477 150 627 LTM Adj. EBITDA as of 9.30.18 3 123 86 210 Credit Ratios: Net Secured Leverage 1.7 x 2.0 x Net Debt/Total Capitalization 41% 46% 1 Pro forma for Washington Refinery transaction; excludes pending IES acquisition. 2 The assumed Intermediation obligation for the Washington Refinery transaction is excluded from total debt for purposes of presenting capitalization and credit ratios. 3 Excludes expected synergies of $7.5 ‐ $12.5 mm. 8

Creating an Integrated Downstream Network HAWAII 1, 3 HI Refining Capacity (Mbpd) 148 Seattle HI Retail Locations 91 WA REFINERY Storage Capacity (MMbbls) 5.4 WA Spokane 33 11 Barges 3 Kauai MT Portland Miles of Pipeline 27 Oahu ND Single Point Mooring  HI REFINERY Billings Molokai OR Truck Rack  Maui Boise 61 ID WY REFINERY 7 PACIFIC NORTHWEST 1 SD Rapid City WA Refining Capacity (Mbpd) 42 WY NW Retail Locations 33 Hawaii Storage Capacity (MMbbls) 2.9 NE Barges 3 12 Cheyenne NV Salt Lake City Miles of Pipeline 14 Denver Marine Terminal  UT Refinery Retail Locations CO Unit Train Facility  Truck Rack  Trucks Rail Barge Las Vegas ROCKIES Crude / Intermediate Inflows WY Refining Capacity (Mbpd) 18 Storage Capacity (MMbbls) 0.7 Refined Products Inflows / Outflows 2 Miles of Pipeline 180 Major Mainland Consumption Areas Truck / Rail Rack  1 Pro forma for closing of IES and Washington Refinery transactions that are expected to close in late 2018 9 and January 2019, respectively. 2 Does not include product outflows from Oahu to neighbor islands via barge. 3 Excludes terminalling, storage and throughput assets owned or operated by third parties.

Appendix 10

Non‐GAAP Financial Measures Last Twelve Months Adjusted EBITDA and Adjusted Net Income (Loss) Reconciliation (1) ($ in thousands) Last Twelve Months Ended September 30, 2018 Washington PARR Combined Refinery Net income (loss) as reported $ 44,546 $ 25,991 $ 70,537 Pro forma adjustments (3) ‐ (36,017) (36,017) Net income (loss) as adjusted 44,546 (10,026) 34,520 Adjustments to Net Income (Loss): Inventory valuation adjustment (19,506) ‐ (19,506) Unrealized loss (gain) on derivatives 4,147 1,159 5,306 Losses on derivatives associated with existing intermediation arrangement ‐ 19,558 19,558 Losses on derivatives associated with terminated intermediation arrangement ‐ 13,219 13,219 Acquisition and integration expense 3,657 ‐ 3,657 Loss on termination of financing agreements 6,829 ‐ 6,829 Change in value of common stock warrants (141) ‐ (141) Change in value of contingent consideration 10,500 ‐ 10,500 Par's share of Laramie Energy's unrealized loss (gain) on derivatives (2,214) ‐ (2,214) Adjusted Net Income (Loss) (2) 47,818 23,911 71,729 Depreciation, depletion and amortization 51,145 37,337 88,482 Interest expense and financing costs, net 35,478 24,983 60,461 Equity losses (earnings) from Laramie Energy, LLC, excluding Par's share of unrealized loss (gain) on derivatives (8,778) ‐ (8,778) Income tax expense (benefit) (2,196) ‐ (2,196) Adjusted EBITDA $ 123,467 $ 86,231 $ 209,698 (1) We believe Adjusted Net Income (Loss) and Adjusted EBITDA are useful supplemental financial measures that allow investors to assess: (a) The financial performance of our assets without regard to financing methods, capital structure or historical cost basis, (b) The ability of our assets to generate cash to pay interest on our indebtedness, and (c) Our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure. Adjusted Net Income (Loss) and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income (loss), net income (loss), cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. Adjusted Net Income (Loss) and Adjusted EBITDA presented by other companies may not be comparable to our presentation as other companies may define these terms differently. (2) For the periods presented herein, there was no impairment expense, severance costs, or (gain) loss on sale of assets. Increase in (release of) tax valuation allowance is zero as of September 30, 2018, but has not been evaluated for any potential effects of the Washington refinery acquisition. (3) Pro forma income statement adjustments were computed as if the transaction was consummated at January 1, 2017 in accordance with Rule 11 of Regulation S‐X. 11

Non‐GAAP Financial Measures Last Twelve Months Combined Adjusted Net Income per Share Reconciliation ($ in thousands, except per share amounts) Last Twelve Months Ended September 30, 2018 PARR Combined Adjusted Net Income $47,818 $71,729 Less: Undistributed income allocated to participating securities 675 1,012 Adjusted Net Income Attributable to Common Stockholders $47,143 $70,716 Diluted Weighted Average Shares 45,703 45,703 Shares Issued (1) 9,552 Pro Forma Diluted Shares 45,703 55,255 Adjusted Net Income per Share $1.03 $1.28 (1) Assumes $150 million of equity is purchased at an assumed price of $15.70 based on the Tranche A Share Price as defined in the Purchase and Sale Agreement for the Washington Refinery transaction. The actual number of shares to be issued in connection with the Washington Refinery transaction will be determined by Par prior to closing and may be less than the amount set forth in the table above. 12