Page 4 of 10 – SEC Filing
EXPLANATORY NOTE: This
Amendment No. 16 to Schedule 13D (“Amendment No. 16”) 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. 16 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, Amendment No. 13
to the Original Schedule 13D filed on September 19, 2017, Amendment No. 14 to the Original Schedule 13D filed on October 5, 2017
and Amendment No. 15 to the Original Schedule 13D filed on October 11, 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 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is amended and
supplemented as follows:
On
December 12, 2017, the Issuer and its wholly-owned subsidiaries Par Petroleum, LLC (“Par Petroleum”) and Par Petroleum
Finance Corp. (“Finance Corp.” and together with Par Petroleum, the “Companies”), and
Par Petroleum’s existing subsidiaries (other than Finance Corp.) (the “Subsidiary Guarantors”) entered into a
purchase agreement (the “Senior Notes Purchase Agreement”) with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers, including certain WA
Private Funds (collectively, the “Senior Secured Notes Purchasers”), under which the Companies agreed to sell $300 million
in aggregate principal amount of 7.750% Senior Secured Notes due 2025 (the “Senior Secured Notes”) in a private placement
to qualified institutional buyers pursuant to Rule 144A and to certain persons outside of the United States pursuant to Regulation
S, each under the Securities Act. The Senior Secured Notes will be issued pursuant to an indenture to be entered into among the
Issuer, the Companies, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee and collateral trustee.
Certain WA Private Funds committed to purchase $40 million in aggregate principal amount of the Senior Secured Notes.
The
sale of the Senior Secured Notes to the Senior
Secured Notes Purchasers is expected to settle on December 21, 2017, subject to customary closing conditions. The Senior
Secured Notes will be secured, senior obligations of the Companies and will bear interest at a rate of 7.750% per year. Interest
will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018. The
Senior Secured Notes will mature on December 15, 2025, unless earlier repurchased or redeemed.
The
foregoing description of the Senior Notes Purchase Agreement does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Senior Notes Purchase
Agreement, which is incorporated by reference herein.
| 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. 15 for the aggregate number and percentage of outstanding shares of Common
Stock that are beneficially owned by each of the Reporting Persons as of December 18, 2017. Calculation of the percentages of outstanding
shares of Common Stock beneficially owned were based on 45,790,387 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 November 8, 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): the 354,350 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have indirect
beneficial ownership.
