Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

 

PAR PACIFIC HOLDINGS, INC.

(Name of Issuer)

 

Common stock, $0.01 par value

(Title of Class of Securities)

 

69888T207

(CUSIP Number)

 

Mark Strefling

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

(612) 253-6001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 2, 2017

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 69888T207

 

1.	NAME OF REPORTING PERSON   Whitebox Advisors LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) ☐        (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)   AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☒
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   5,328,238 (See Item 2)
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   5,328,238 (See Item 2)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,328,238 (See Item 2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.5%*
14.	TYPE OF REPORTING PERSON (See Instructions)   IA

 

*

Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer’s Form 10-Q filed on August 9, 2017, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.

 

CUSIP No. 69888T207

 

1.	NAME OF REPORTING PERSON   Whitebox General Partner LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) ☐        (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)   AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   5,328,238 (See Item 2)
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   5,328,238 (See Item 2)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,328,238 (See Item 2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.5%*
14.	TYPE OF REPORTING PERSON (See Instructions)   OO

 

*

Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer’s Form 10-Q filed on August 9, 2017, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.

 

CUSIP No. 69888T207

 

1.	NAME OF REPORTING PERSON   Whitebox Multi-Strategy Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a) ☐        (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)   WC
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER     0
	8.	SHARED VOTING POWER     2,402,805 (See Item 2)
	9.	SOLE DISPOSITIVE POWER     0
	10.	SHARED DISPOSITIVE POWER     2,402,805 (See Item 2)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,402,805 (See Item 2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.2%*
14.	TYPE OF REPORTING PERSON (See Instructions)   PN

 

*

Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer's Form 10-Q filed on August 9, 2017, and 163,842 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.

 

EXPLANATORY NOTE: This Amendment No. 14 to Schedule 13D ("Amendment No. 14") relates to the common stock, $0.01 par value per share (the "Common Stock") of Par Pacific Holdings, Inc., a Delaware corporation (the "Issuer"), which has its principal executive office at One Memorial Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024. This Amendment No. 14 amends, as set forth below, the Schedule 13D filed by Whitebox Advisors LLC and certain related parties with respect to the Issuer on September 11, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed on February 28, 2013, Amendment No. 2 to the Original Schedule 13D filed on October 3, 2013, Amendment No. 3 to the Original Schedule 13D filed on August 27, 2014, Amendment No. 4 to the Original Schedule 13D filed on April 23, 2015, Amendment No. 5 to the Original Schedule 13D filed on August 3, 2015, Amendment No. 6 to the Original Schedule 13D filed on December 8, 2015, Amendment No. 7 to the Original Schedule 13D filed on June 21, 2016, Amendment No. 8 to the Original Schedule 13D filed on August 15, 2016, Amendment No. 9 to the Original Schedule 13D filed on September 13, 2016, Amendment No. 10 to the Original Schedule 13D filed on December 5, 2016, Amendment No. 11 to the Original Schedule 13D filed on June 9, 2017, Amendment No. 12 to the Original Schedule 13D filed on September 12, 2017 and Amendment No. 13 to the Original Schedule 13D filed on September 19, 2017 (collectively, the "Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The items of the Schedule 13D are amended as described herein, and only those items amended are reported herein. Unless otherwise stated herein, the Schedule 13D remains in full force and effect.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)       See Items 11 and 13 of the cover pages to this Amendment No. 14 for the aggregate number and percentage of outstanding shares of Common Stock that are beneficially owned by each of the Reporting Persons as of October 4, 2017. Calculation of the percentages of outstanding shares of Common Stock beneficially owned were based on 45,802,763 shares of Common Stock outstanding, which is the number of Common Stock outstanding that the Issuer reported in the Issuer’s Form 10-Q filed on August 9, 2017. For purposes of these calculations the following number of Common Stock have been included in the number of shares of Common Stock outstanding for the respective Reporting Person(s): (i) the 354,350 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have indirect beneficial ownership; and (ii) the 163,842 shares of Common Stock issuable upon the exercise of the Warrants over which WMP has beneficial ownership.

(b)       See Items 7 through 10 of the cover pages to this Amendment No. 14 for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as of October 4, 2017 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

(c)       The transactions in the Common Stock by the Reporting Persons in the past 60 days are set forth in Exhibit 99.37. All transactions were conducted in the open market.

(d)       The WA Private Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by the Reporting Persons.

(e)       Not applicable.

Item 7.

Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows.

Exhibit No.		Description
99.37		Schedule of Transactions in the Common Stock by the Reporting Persons
99.38		Amended and Restated Joint Filing Agreement, dated October 5, 2017, among the Reporting Persons.
99.39		Executive Officers and Board of Whitebox Advisors LLC
99.40		Board of Whitebox General Partner LLC

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  October 5, 2017

WHITEBOX ADVISORS LLC

By:	/s/ Elissa Weddle
	Elissa Weddle
	Chief Legal Officer

 

WHITEBOX GENERAL PARTNER LLC

By:	/s/ Elissa Weddle
	Elissa Weddle
	Whitebox Advisors LLC Chief Legal Officer

 

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

By:	Whitebox General Partner, LLC
By:	/s/ Elissa Weddle
	Elissa Weddle Whitebox Advisors LLC Chief Legal Officer

 

EXHIBIT 99.37

SCHEDULE OF TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS

Schedule of Transactions in Common Stock by Whitebox Advisors LLC and Whitebox General Partner LLC (on behalf of private funds for which they act as investment adviser and general partner, respectively)

 

Date of Transaction	Title of Class	Number of Shares/Units Acquired	Number of Shares/Units Disposed	Price Per Share/Unit
09/22/2017	Common Stock	N/A	38,599	$20.4116
09/25/2017	Common Stock	N/A	32,195	$20.4359
09/26/2017	Common Stock	N/A	30,945	$20.6326
09/27/2017	Common Stock	N/A	19,724	$20.4900
09/28/2017	Common Stock	N/A	22,449	$20.4688
09/29/2017	Common Stock	N/A	235,270	$21.1875
10/02/2017	Common Stock	N/A	177,300	$20.7800
10/03/2017	Common Stock	N/A	98,579	$20.9985
10/04/2017	Common Stock	N/A	83,800	$21.0728

 

Schedule of Transactions in Common Stock by Whitebox Multi-Strategy Partners, L.P.

 

Date of Transaction	Title of Class	Number of Shares/Units Acquired	Number of Shares/Units Disposed	Price Per Share/Unit
09/22/2017	Common Stock	N/A	17,413	$20.4116
09/25/2017	Common Stock	N/A	14,524	$20.4359
09/26/2017	Common Stock	N/A	13,960	$20.6326
09/27/2017	Common Stock	N/A	8,898	$20.4900
09/28/2017	Common Stock	N/A	10,127	$20.4688
09/29/2017	Common Stock	N/A	106,136	$21.1875

10/02/2017	Common Stock	N/A	79,984	$20.7800
10/03/2017	Common Stock	N/A	54,798	$20.9985
10/04/2017	Common Stock	N/A	32,361	$21.0728

 

EXHIBIT 99.38

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly Amendment No. 13 (and any subsequent amendments) to the statement on Schedule 13D with respect to the shares of common stock, $0.01 par value, of Par Pacific Holdings, Inc.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to Amendment No. 13 to the statement on Schedule 13D, and to any subsequent amendments thereto, filed on behalf of the parties hereto.

Date: October 5, 2017

WHITEBOX ADVISORS LLC

By:	/s/ Elissa Weddle
	Elissa Weddle
	Chief Legal Officer

 

WHITEBOX GENERAL PARTNER LLC

By:	/s/ Elissa Weddle
	Elissa Weddle
	Whitebox Advisors LLC Chief Legal Officer

 

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

By:	Whitebox General Partner, LLC
By:	/s/ Elissa Weddle
	Elissa Weddle Whitebox Advisors LLC Chief Legal Officer

 

 

 

Exhibit 99.39

 

EXECUTIVE OFFICERS AND BOARD OF WHITEBOX ADVISORS LLC

 

The name, business address, present principal employment and citizenship of each executive officer and board member of Whitebox Advisors LLC is set forth below.

 

Name		Business Address		Present Principal Employment		Citizenship
Andrew Redleaf		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Founding Partner and Board member Whitebox Advisors LLC		USA
Robert Vogel		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Co-Chief Investment Officer and Board member Whitebox Advisors LLC		USA
Mark Strefling		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Executive Officer and Board member Whitebox Advisors LLC		USA
Michael McCormick		280 Park Ave Suite 2803 New York, NY 10017		Chief Operating Officer Whitebox Advisors LLC		USA
Elissa Weddle		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Legal Officer Whitebox Advisors LLC		USA
Chris Hardy		280 Park Ave Suite 2803 New York, NY 10017		Chief Compliance Officer Whitebox Advisors LLC		USA
Brian Lofton		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Risk Officer Whitebox Advisors LLC		USA
Paul Twitchell		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Co-Chief Investment Officer and Board member Whitebox Advisors LLC		USA
Richard Vigilante		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Communications Officer and Board member Whitebox Advisors LLC		USA
Robert Riepe		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Financial Officer Whitebox Advisors LLC		USA
Kerry Manaster		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Technology Officer Whitebox Advisors LLC		USA

Jake Mercer		3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416		Head of Special Situations and Restructuring and Board member Whitebox Advisors LLC		USA
Paul Roos		3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416		Head of Structured Credit and Board member Whitebox Advisors LLC		USA

 

 

Exhibit 99.40

 

 

BOARD OF WHITEBOX GENERAL PARTNER LLC

 

The name, business address, present principal employment and citizenship of each board member of Whitebox General Partner LLC is set forth below.

 

Name		Business Address		Present Principal Employment		Citizenship
Andrew Redleaf		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Founding Partner Whitebox Advisors LLC		USA
Robert Vogel		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Co-Chief Investment Officer Whitebox Advisors LLC		USA
Mark Strefling		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Executive Officer Whitebox Advisors LLC		USA
Paul Twitchell		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Co-Chief Investment Officer Whitebox Advisors LLC		USA
Richard Vigilante		3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416		Chief Communications Officer Whitebox Advisors LLC		USA
Jake Mercer		3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416		Head of Special Situations and Restructuring Whitebox Advisors LLC		USA
Paul Roos		3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416		Head of Structured Credit Whitebox Advisors LLC		USA