UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2015
Par Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-36550 | 84-1060803 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
800 Gessner Road, Suite 875 Houston, Texas |
77024 | |
| (Address of principal executive offices) | (Zip Code) |
(713) 969-3293
(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)) |
Item 1.02 Termination of a Material Definitive Agreement.
Termination of Stockholders Agreement
On April 10, 2015 (the “ Effective Date ”), Par Petroleum Corporation (the “ Company ”) and certain stockholders who are parties to the Stockholders Agreement dated August 31, 2012 (as amended and supplemented from time to time, the “ Stockholders Agreement ”), agreed to terminate the Stockholders Agreement pursuant to its terms. No penalties or payments were due as a result of the termination of the Stockholders Agreement. As previously disclosed, the Stockholders Agreement provided the stockholders that were party thereto with certain rights regarding, among other things, the designation of individuals to serve as directors on the Company’s board of directors.
The foregoing description of the termination of the Stockholders Agreement is qualified in its entirety by reference to the Termination of Stockholders Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
New Stockholders Agreement
On the Effective Date, and contemporaneously with the termination of the Stockholders Agreement, the Company made and entered into a new stockholders agreement (the “ New Stockholders Agreement ”) for the benefit of any Company securities entitled to vote for members of the Company’s board of directors. Pursuant to the New Stockholders Agreement, the Company agreed to provide certain financial reports to its stockholders in the event that it is no longer required to file annual and quarterly reports with the United States Securities and Exchange Commission.
The foregoing description of the New Stockholders Agreement is qualified in its entirety by reference to the New Stockholders Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The information included in Item 1.01 of this Current Report on Form 8-K regarding the termination of the Stockholders Agreement and the New Stockholders Agreement and the information included in Item 5.03 of this Current Report on Form 8-K regarding the Bylaw Amendment are incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Effective Date, the Company’s amended and restated bylaws (as amended and supplemented from time to time, the “ Bylaws ”) were amended pursuant to the Fourth Amendment to the Bylaws (the “ Bylaw Amendment ”).
Pursuant to the Bylaw Amendment, all references to the Stockholders Agreement that were included in the Bylaws were deleted.
The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the Bylaw Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 | Fourth Amendment to the Amended and Restated Bylaws of Par Petroleum Corporation dated April 10, 2015. | |
| 4.1 | Stockholders Agreement dated April 10, 2015. | |
| 10.1 | Termination of Stockholders Agreement dated April 10, 2015 by and among Par Petroleum Corporation, Zell Credit Opportunities Fund, L.P., ZCOF Par Petroleum Holdings, LLC, Pandora Select Partners, LP, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, Whitebox Concentrated Convertible Arbitrage Partners, LP, and Whitebox Asymmetric Partners, LP. | |
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SIGNATURE
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.
| Par Petroleum Corporation | ||||
| Dated: April 13, 2015 |
/s/ Brice Tarzwell |
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|
Brice Tarzwell Senior Vice President, Chief Legal Officer and Secretary |
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Exhibit 3.1
FOURTH AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF
PAR PETROLEUM CORPORATION
April 10, 2015
Pursuant to Section 9.1 of the Amended and Restated Bylaws (as amended to date, the “ Bylaws ”) of Par Petroleum Corporation, a Delaware corporation (the “ Company ”), and that certain unanimous written consent of the board of directors of the Company dated the date hereof, the Bylaws of the Company are hereby amended as set forth below:
Amendment to the Bylaws :
1. Section 3.1 of the Bylaws is hereby amended and restated in its entirety and replaced with the following:
“ Number . The number of directors shall be determined from time to time by resolutions adopted by the Board of Directors.”
2. Section 9.2 of the Bylaws is hereby deleted in its entirety.
[Signature appears on following page]
IN WITNESS WHEREOF, the undersigned, being a duly elected officer of the Corporation, executes this instrument as of the date first set forth above, and hereby certifies that the foregoing is the adopted Fourth Amendment to the Amended and Restated Bylaws of the Corporation.
Executed this 10th day of April, 2015.
| By: |
/s/ Brice Tarzwell |
|
| Name: | Brice Tarzwell | |
| Title: | Senior Vice President, Chief Legal | |
| Officer and Secretary |
[S IGNATURE P AGE TO F OURTH A MENDMENT TO A MENDED AND R ESTATED B YLAWS OF P AR P ETROLEUM C ORPORATION ]
Exhibit 4.1
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (the “ Agreement ”) is made and entered into as of this 10th day of April 2015 by Par Petroleum Corporation, a Delaware corporation (the “ Company ”), for the benefit of the holders of any Company securities entitled to vote for members of the Company’s Board of Directors (the “ Stockholders ”).
RECITALS:
WHEREAS, the Company and certain of its Stockholders were parties to that certain Stockholders Agreement dated as of August 31, 2012 and amended on June 12, 2014, September 16, 2014 and January 5, 2015 (as amended, the “ Prior Agreement ”);
WHEREAS, contemporaneously herewith, the parties to the Prior Agreement are terminating the Prior Agreement;
WHEREAS, the Prior Agreement requires the Company to make certain undertakings in connection with such a termination.
NOW, THEREFORE, in consideration of the premise, the Company agrees for the benefit of its Stockholders as follows.
| 1. | Reporting and Listing Requirements. In the event that the Company is no longer required to file annual and quarterly reports with the United States Securities and Exchange Commission (“ SEC ”), the Company shall provide, as soon as reasonably practicable, comparable audited reports on an annual basis, unaudited reports on a quarterly basis (which annual and quarterly reports shall contain substantially similar descriptions of business and management discussion and analysis provisions as are then required to be included in relevant filings with the SEC), and earnings releases on a quarterly basis, made available to Stockholders through a secure web site such as Intralinks and subject to a standard click-through access and confidentiality agreement (Stockholders may request that the Company provide access to such secure web site to prospective Stockholders, consent to which request the Company shall not unreasonably withhold, condition, or delay). Stockholders (other than the “Key Holders” holders listed in the Prior Agreement and their affiliates) shall be third-party beneficiaries, with direct right of enforcement, for the purposes of this Agreement. |
Par/Board of Directors/Stockholders Agreement/2015 Stockholders Agreement
| 2. | Termination . The Agreement may be terminated, with the consent of Stockholders holding a majority of any Company securities entitled to vote for the members of the Company’s Board of Directors other than the “Key Holders” listed in the Prior Agreement and their affiliates. |
| 3. | Governing Law . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law and the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. |
| COMPANY: | ||
| PAR PETROLEUM CORPORATION | ||
| By: |
/s/ William Monteleone |
|
| William Monteleone | ||
| Senior Vice President, | ||
| Mergers & Acquisitions | ||
Par/Board of Directors/Stockholders Agreement/2015 Stockholders Agreement
Exhibit 10.1
TERMINATION OF STOCKHOLDERS AGREEMENT
THIS TERMINATION (the “ Termination ”) OF STOCKHOLDERS AGREEMENT is made and entered into as of this 10 th day of April, 2015 (the “ Effective Date ”), by and among Par Petroleum Corporation, a Delaware corporation (the “ Company ”), and certain holders of the Company’s common stock, $.01 par value per share (“ Common Stock ”) listed on the signature pages hereto.
RECITALS:
WHEREAS, pursuant to Section 6.8 of the Stockholders Agreement dated August 31, 2012 (as amended to date, the “ Stockholders Agreement ”), by and among the Company, certain holders of the Common Stock listed on Schedule A thereto (the “ Key Holders ”), and any subsequent investors, or transferees, who become parties thereto as “Investors” pursuant to Sections 6.1 and 6.2 of the Stockholders Agreement (the “ Investors ,” and together collectively with the Key Holders, the “ Stockholders ”), the Stockholders Agreement may be terminated by the Company with the approval of the board of directors (the “ Board ”) of the Company and the holders of sixty-seven percent (67%) of the Shares (as defined in the Stockholders Agreement) then held by the Key Holders; and
WHEREAS, the Company and the Key Holders listed on the signature pages hereto, which together hold at least sixty-seven percent (67%) of the Shares currently held by the Key Holders, desire to terminate the Stockholders Agreement as of the Effective Date.
NOW, THEREFORE, the parties hereto agree to terminate the Stockholders Agreement as follows:
I. Termination of the Stockholders Agreement : The Company and the Key Holders listed on the signature pages hereto hereby irrevocably terminate and cancel the Stockholders Agreement as of the Effective Date pursuant to Section 6.8 thereof. As of the Effective Date, the Stockholders Agreement shall be null and void and of no further force and effect and the Company and all Stockholders are relieved of any and all further obligations that they may have under the Stockholders Agreement.
II. General Provisions
1. Governing Law . This Termination is governed by and construed in accordance with the General Corporation Law and the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.
2. Conditions . This Termination shall be effective once it has been executed by the Company and each of the Key Holders listed on the signature pages hereto.
3. Counterparts . This Termination may be executed in several counterparts (including by facsimile, .pdf or other electronic transmission), each of which shall be deemed an original and all of which together constitute one and the same instrument.
[Signature appears on following page]
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IN WITNESS WHEREOF, the parties have executed this Termination to Stockholders Agreement as of the date first written above.
| C OMPANY | ||
| PAR PETROLEUM CORPORATION | ||
| By: |
/s/ Brice Tarzwell |
|
| Name: | Brice Tarzwell | |
| Title: |
Senior Vice President & Chief Legal Officer |
|
|
K EY H OLDERS |
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| ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P. | ||
| BY: Chai Trust Company, LLC, General Partner | ||
| By: |
/s/ Jon Wasserman |
|
| Name: | Jon Wasserman | |
| Title: | Vice President | |
| ZCOF PAR PETROLEUM HOLDINGS, LLC | ||
| By: |
/s/ Jon Wasserman |
|
| Name: | Jon Wasserman | |
| Title: | Vice President | |
| WATERSTONE OFFSHORE ER FUND, LTD | ||
| By: | Waterstone Capital Management, L.P. | |
| By: |
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| Name: |
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| Title: |
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[S IGNATURE P AGE TO T ERMINATION OF S TOCKHOLDERS A GREEMENT ]
[S IGNATURE P AGE TO T ERMINATION OF S TOCKHOLDERS A GREEMENT ]
[S IGNATURE P AGE TO T ERMINATION OF S TOCKHOLDERS A GREEMENT ]
| WHITEBOX ASYMMETRIC PARTNERS, LP | ||
| By: | Whitebox Asymmetric Advisors, LLC | |
| its General Partner | ||
| By: | Whitebox Advisors, LLC | |
| its Managing Partner | ||
| By: |
/s/ Mark Strefling |
|
| Name: |
Mark Strefling |
|
| Title: |
General Counsel & Chief Operating Officer |
|
|
Whitebox Advisors LLC |
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[S IGNATURE P AGE TO T ERMINATION OF S TOCKHOLDERS A GREEMENT ]