Par Pacific Announces Agreement to Sell Laramie Energy Assets

Rhea-AI Summary

Par Pacific (NYSE: PARR) reported that Laramie Energy, in which it holds a 46% non-controlling stake, has signed a definitive agreement to sell substantially all of its oil and gas assets to a third-party purchaser for $485 million in cash, subject to working capital and other adjustments. Of this amount, $60 million is to be paid on the fifth anniversary of closing, and Laramie Energy may earn up to an additional $65 million in price-contingent earn-outs over five years.

According to Par Pacific, after Laramie Energy debt repayment, fees and adjustments, the company expects to receive approximately $146 million in consideration, including about $27.5 million deferred to the fifth anniversary, and it is eligible for up to roughly $30 million of the earn-out payments. Upon closing, Par Pacific will fully exit its investment in Laramie Energy. The transaction is expected to close by year-end 2026, subject to regulatory approvals and customary conditions.

Positive

• $146 million expected cash consideration to Par Pacific from transaction
• Additional potential earn-out to Par Pacific of up to $30 million
• Par Pacific fully exits non-controlling investment in Laramie Energy at closing

Negative

• Par Pacific will no longer have economic exposure to Laramie Energy after exit
• $27.5 million of Par Pacific’s expected consideration deferred for five years
• Up to $30 million in potential earn-outs to Par Pacific is contingent and not guaranteed
• Transaction closing targeted by end of 2026, creating execution and timing risk

Market Context

PARR's prior -15.76% reaction to second-quarter results provides a company-specific comparison for t...

Analysis

PARR's prior -15.76% reaction to second-quarter results provides a company-specific comparison for this asset-sale announcement. Closing remains subject to approvals, while recent insider activity was net selling; proceeds timing and earn-out terms warrant attention.

Key Figures

Transaction consideration: $485 million Deferred consideration: $60 million Potential earn-out: $65 million +5 more

8 metrics

Transaction consideration $485 million Cash consideration for substantially all Laramie Energy oil and gas assets

Deferred consideration $60 million Payable on the fifth anniversary of the closing date

Potential earn-out $65 million Aggregate potential payments following the first through fifth anniversaries

Company transaction proceeds $146 million Expected proceeds to Par Pacific after debt repayment, adjustments, and fees

Company deferred proceeds $27.5 million Portion of expected company consideration payable on the fifth anniversary

Company potential earn-out $30 million Approximate maximum earn-out payments eligible to Par Pacific

Ownership interest 46% Par Pacific non-controlling ownership interest in Laramie Energy

Expected closing End of 2026 Subject to regulatory approvals and customary closing conditions

Historical Context

5 past events · Latest: Aug 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 04	2Q26 earnings report	Positive	-15.8%	Reported sharply higher net income, adjusted EBITDA, liquidity, and debt reduction.
Jul 13	Earnings schedule notice	Neutral	+3.7%	Announced the second-quarter results release and investor conference call schedule.
May 14	Senior notes closing	Positive	-3.1%	Closed senior notes placement and increased and extended revolving credit commitments.
May 11	Senior notes pricing	Neutral	-2.2%	Priced senior unsecured notes intended to repay a term loan.
May 11	Senior notes offering	Neutral	+0.2%	Announced a senior notes placement with proceeds intended for term-loan repayment.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The selected historical record showed repeated divergence between announcement direction and subsequent price reaction.

Key Terms

non-controlling ownership interest, earn-out payments, working capital

3 terms

non-controlling ownership interest financial

"owns a 46% non-controlling ownership interest"

An ownership stake in a company that does not give the holder the power to control management or set major policies, typically because the holder lacks majority voting rights or board control. Like owning a minority share of a jointly owned car, you share in gains, losses and some rights, but you cannot make unilateral decisions. This matters to investors because it limits influence over strategy, affects how the stake is reported in financial statements, and shapes the investor’s exposure to risks and returns.

earn-out payments financial

"eligible to receive potential price-contingent earn-out payments"

Earn-out payments are extra sums promised to the seller of a business that are paid later only if the company meets agreed performance targets, such as revenue or profit levels. They matter to investors because they shift some acquisition risk from the buyer to the seller, affect future cash flow and reported purchase price, and can change how much value is ultimately paid for an acquisition—think of it like a performance bonus tied to how well the bought business performs.

working capital financial

"subject to working capital and other customary closing date adjustments"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, Aug. 25, 2026 (GLOBE NEWSWIRE) -- Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) (“Par Pacific” or the “Company”) announced today that Laramie Energy, LLC (“Laramie Energy” or the “Seller”), in which the Company owns a 46% non-controlling ownership interest, entered into a definitive agreement with a third-party purchaser (the “Purchaser”) to sell substantially all of its oil and gas assets to the Purchaser (the “Transaction”) for $485 million in cash (of which $60 million is payable on the fifth anniversary of the closing date), subject to working capital and other customary closing date adjustments. The Seller is also eligible to receive potential price-contingent earn-out payments from the Purchaser of up to an additional $65 million in the aggregate following the first through fifth anniversaries of the closing date.

In connection with the closing of the Transaction, net of Seller debt repayment and closing adjustments and fees, the Company (a) expects to receive approximately $146 million of the Transaction consideration (of which approximately $27.5 million is payable on the fifth anniversary of the closing date) and is eligible to receive up to approximately $30 million of the earn-out payments, and (b) will exit its investment in Laramie Energy.

The Transaction is expected to close by the end of 2026, subject to regulatory approvals and the satisfaction of customary closing conditions.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR), headquartered in Houston, Texas, is a growing energy company providing both renewable and conventional fuels to the western United States. Par Pacific owns and operates 219,000 bpd of combined refining capacity across four locations in Hawaii, the Pacific Northwest and the Rockies, and an extensive energy infrastructure network, including 13 million barrels of storage, and marine, rail, rack, and pipeline assets. In addition, Par Pacific operates the Hele retail brand in Hawaii and the “nomnom” convenience store chain in the Pacific Northwest. More information is available at www.parpacific.com.

Forward-Looking Statements

This news 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 are forward-looking statements. Forward-looking statements include, without limitation, statements about the expected timing of the closing of the Transaction and other aspects of the Transaction. Forward-looking statements are subject to certain risks, trends and uncertainties, such as the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the Securities and Exchange Commission. The Company cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should any 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 news release. Except as required by applicable law, 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.

Investor Contact:
Ashimi Patel Vitter
VP, Investor Relations & Sustainability
(832) 916-3355
apatel@parpacific.com  

FAQ

What did Par Pacific (PARR) announce about the Laramie Energy asset sale on August 25, 2026?

Par Pacific announced that Laramie Energy agreed to sell substantially all oil and gas assets for $485 million in cash. According to Par Pacific, the deal includes deferred payment, potential earn-outs, and will result in Par Pacific exiting its Laramie Energy investment at closing.

How much cash will Par Pacific (PARR) receive from the Laramie Energy transaction?

Par Pacific expects to receive approximately $146 million of transaction consideration, net of Laramie Energy debt repayment, fees and adjustments. According to Par Pacific, about $27.5 million of this amount is scheduled to be paid on the fifth anniversary of the closing date.

What are the earn-out terms for Par Pacific (PARR) in the Laramie Energy sale?

Laramie Energy may receive up to $65 million in price-contingent earn-outs over five years. According to Par Pacific, it is eligible to receive up to roughly $30 million of those earn-out payments, depending on future price-based conditions after closing.

When is the Laramie Energy asset sale involving Par Pacific (PARR) expected to close?

The transaction is expected to close by the end of 2026, subject to regulatory approvals and customary closing conditions. According to Par Pacific, completion timing depends on obtaining these approvals and satisfying all agreed closing requirements with the purchaser.

How will the Laramie Energy asset sale affect Par Pacific’s ownership stake?

Par Pacific currently holds a 46% non-controlling ownership interest in Laramie Energy. According to Par Pacific, it will fully exit this investment upon closing, ending its ownership and future economic exposure to Laramie Energy’s assets being sold.

What is the total value of the Laramie Energy oil and gas assets sale linked to Par Pacific (PARR)?

The base cash purchase price is $485 million, with $60 million deferred to the fifth anniversary of closing. According to Par Pacific, Laramie Energy can also receive up to an additional $65 million in contingent earn-out payments over five years.