Par Pacific Announces Pricing of Private Placement of $500 Million of 7.375% Senior Notes due 2034

Rhea-AI Summary

Par Pacific (NYSE:PARR) priced a private placement of $500 million in 7.375% senior unsecured notes due June 1, 2034, issued at par. The notes, fully and unconditionally guaranteed by key subsidiaries, are expected to close May 14, 2026, with proceeds used to repay Par Petroleum’s term loan due 2030.

Positive

• $500 million 7.375% senior unsecured notes due 2034 priced and issued at par
• Notes fully and unconditionally guaranteed by Par Pacific and specified subsidiaries
• Net proceeds earmarked to repay and terminate Par Petroleum term loan due 2030

Negative

• Company commits to 7.375% interest payments on $500 million notes until 2034
• New notes issued via private placement, not registered for general U.S. public offering

News Market Reaction – PARR

-2.20%

-2.20% Session close to close

In the May 12 session, PARR declined 2.20%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a $500 million private placement of 7.375% senior unsecured notes due 2034...

Analysis

This announcement details a $500 million private placement of 7.375% senior unsecured notes due 2034, with proceeds intended to repay and terminate a term loan maturing in 2030. The move ties directly to the 8-K filed on May 11, 2026, which also highlighted strong trailing Adjusted EBITDA. Investors may track execution of the refinancing, future debt metrics in upcoming filings, and any changes in capital allocation alongside the company’s existing liquidity profile and recent earnings trajectory.

Key Figures

Notes offering size: $500 million Coupon rate: 7.375% Maturity year: 2034 +4 more

7 metrics

Notes offering size $500 million Aggregate principal amount of senior unsecured notes in private placement

Coupon rate 7.375% Interest rate on senior unsecured notes due 2034

Maturity year 2034 Senior unsecured notes due 2034

Maturity date June 1, 2034 Stated maturity date of the notes

Issue price Par Notes will be issued at par value

Expected closing date May 14, 2026 Expected closing of the private placement

Existing term loan maturity 2030 Term loan to be repaid and terminated using proceeds

Historical Context

5 past events · Latest: May 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 05	Q1 2026 earnings	Positive	-10.0%	Reported strong Q1 2026 earnings, liquidity, and record Hawaii throughput.
Apr 13	Earnings call schedule	Neutral	-3.9%	Announced timing and access details for Q1 2026 earnings release and call.
Feb 24	FY 2025 results	Positive	-6.1%	Released strong 2025 and Q4 results with high net income and EBITDA.
Feb 03	Q4 call schedule	Neutral	+2.6%	Set date and time for Q4 2025 earnings release and investor call.
Dec 22	Capex guidance	Neutral	-4.0%	Issued 2026 capital expenditure and turnaround guidance with detailed breakdown.

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

Pattern Detected

Recent news, including strong earnings and guidance updates, often saw negative or contrary price reactions, with all last 5 events showing divergence between news tone and next-day move.

Recent Company History

Over the past six months, Par Pacific reported strong 2025 and Q1 2026 results, including substantial net income, Adjusted EBITDA, and liquidity, plus aggressive share repurchases as of Feb 24, 2026 and May 5, 2026. It also provided detailed 2026 capital expenditure guidance on Dec 22, 2025 and routinely announced earnings call schedules. Despite generally constructive fundamentals and operational milestones, the stock often moved negatively in the 24 hours after these announcements, highlighting a pattern of cautious market reactions to otherwise solid updates.

Key Terms

private placement, senior unsecured notes, Rule 144A, Regulation S, +3 more

7 terms

private placement financial

"priced a private placement (the “Offering”) pursuant to Rule 144A and Regulation S"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

senior unsecured notes financial

"of $500 million in aggregate principal amount of 7.375% senior unsecured notes due 2034"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

Rule 144A regulatory

"priced a private placement ... pursuant to Rule 144A and Regulation S under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"pursuant to Rule 144A and Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

asset-based revolving credit facility financial

"the Company’s senior secured asset-based revolving credit facility (the “ABL Credit Facility”)"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

term loan financial

"to repay all of the aggregate principal balance under and terminate Par Petroleum’s term loan due 2030"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

qualified institutional buyers regulatory

"offer and sell these securities only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

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

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HOUSTON, May 11, 2026 (GLOBE NEWSWIRE) -- Par Pacific Holdings, Inc. (NYSE and NYSE Texas: PARR) (“Par Pacific” or the “Company”) announced today that Par Petroleum, LLC, a wholly owned subsidiary of Par Pacific (“Par Petroleum”), priced a private placement (the “Offering”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), of $500 million in aggregate principal amount of 7.375% senior unsecured notes due 2034 (the “Notes”). The Notes mature on June 1, 2034, and will be issued at par. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Par Pacific and each of Par Petroleum’s subsidiaries that guarantees the Company’s senior secured asset-based revolving credit facility (the “ABL Credit Facility”) at the closing of the Offering. The Offering is expected to close on May 14, 2026, subject to customary closing conditions.

The Company intends to use the net proceeds from the Offering, together with cash on hand or borrowings under the ABL Credit Facility, to repay all of the aggregate principal balance under and terminate Par Petroleum’s term loan due 2030.

The offer and sale of the Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, these securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company plans to offer and sell these securities only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

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. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.

Forward-Looking Statements

This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act 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 Offering, the intended use of proceeds therefrom and other aspects of the Offering and the Notes. 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 its $500 million senior notes offering in May 2026?

Par Pacific announced a private placement of $500 million 7.375% senior unsecured notes due June 1, 2034. According to Par Pacific, the notes will be issued at par and are expected to close on May 14, 2026, subject to customary conditions.

How will Par Pacific (PARR) use the proceeds from the 7.375% senior notes due 2034?

Par Pacific plans to use net proceeds to repay and terminate Par Petroleum’s term loan due 2030. According to Par Pacific, proceeds will be combined with cash on hand or ABL Credit Facility borrowings to fully repay the outstanding term loan balance.

Who guarantees the new 7.375% senior unsecured notes issued by Par Pacific (PARR)?

The new notes will be fully and unconditionally guaranteed on a senior unsecured basis by Par Pacific and certain subsidiaries. According to Par Pacific, guarantees come from subsidiaries that back the company’s senior secured asset-based revolving credit facility at closing.

When do Par Pacific’s (PARR) new 7.375% senior notes mature and when will the offering close?

The senior unsecured notes mature on June 1, 2034, providing a long-dated debt instrument. According to Par Pacific, the private offering is expected to close on May 14, 2026, subject to customary closing conditions being satisfied.

Is Par Pacific’s (PARR) $500 million senior notes offering available to retail investors?

The notes are not being offered to the general public and are unregistered under the Securities Act. According to Par Pacific, sales target qualified institutional buyers under Rule 144A and certain non-U.S. investors under Regulation S.

What interest rate applies to Par Pacific’s (PARR) $500 million senior notes due 2034?

The notes carry a fixed annual interest rate of 7.375% until maturity in 2034. According to Par Pacific, the senior unsecured notes will be issued at par, locking in this coupon over their term.