On February 28, 2023, Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”), Par Petroleum, LLC, as a borrower (“Par Borrower”), Par Petroleum Finance Corp., as a borrower (together with Par Borrower, the “Borrowers” or the “Issuers”), announced the closing of a new term loan B facility in an aggregate principal amount of $550 million (the “Term Loan Facility”) and the completion of cash tender offer and the redemption of the Issuers’ outstanding 7.750% Senior Secured Notes due 2025 and 12.875% Senior Secured Notes due 2026 (the “Existing Secured Notes”).

Wells Fargo Securities, LLC, BofA Securities Inc., MUFG Bank, LTD, and Goldman Sachs Bank USA acted as joint lead arrangers and joint bookrunners for the Term Loan Facility (the “Lead Arrangers”). Wells Fargo Bank, National Association serves as administrative agent under the Term Loan Facility (the “Administrative Agent”).

Proceeds from the Term Loan Facility were used to refinance the Borrowers’ existing term loan B facility and repurchase the Existing Secured Notes, and any remaining net proceeds are expected to be used for general corporate purposes.

The Borrowers’ obligations under the Term Loan Facility are guaranteed by Par Pacific and certain other subsidiaries and are secured by substantially all assets of the Borrowers and guarantors (other than Par Pacific).

Baker Botts L.L.P. represented Par Pacific in the transactions. Latham & Watkins LLP represented the Lead Arrangers, the Administrative Agent and the lenders.

Par Pacific is a Houston-based American oil and gas exploration and production company that owns and operates market-leading energy and infrastructure business in logistically complex markets.

Baker Botts Lawyers/Office Involved:

Finance: Luke Weedon (Partner, Dallas) Clint Culpepper (Partner, Austin); Dela Peimani (Associate, Austin); Spencer Crawford (Associate, Dallas)

Corporate: Clint Rancher (Partner, Houston); Mike Hoffman (Special Counsel, Houston); Chelsea Johnson (Associate, Houston)

Tax: Jon Lobb (Partner, Houston); Stephen Weinstein (Associate, Washington, D.C.)

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