Par Pacific Announces Private Placement of $500 Million of Senior Notes

Rhea-AI Summary

Par Pacific (NYSE:PARR) plans a private placement of $500 million senior unsecured notes due 2034 through subsidiary Par Petroleum. The notes are expected to be fully and unconditionally guaranteed by Par Pacific and certain subsidiaries.

Net proceeds, plus cash or ABL borrowings, are intended to repay and terminate Par Petroleum’s term loan due 2030.

Positive

• Plans private placement of $500 million senior unsecured notes due 2034
• Notes expected to be fully and unconditionally guaranteed by Par Pacific and guarantor subsidiaries
• Intends to use proceeds, cash, or ABL borrowings to repay term loan due 2030

Negative

• None.

News Market Reaction – PARR

+0.20%

+0.20% Session close to close

In the May 11 session, PARR gained 0.20%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

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

Analysis

This announcement details a $500 million private placement of senior unsecured notes due 2034, with proceeds earmarked to repay and terminate a term loan due 2030. It continues Par Pacific’s focus on balance-sheet and capital structure management. Investors may watch future filings for final pricing, covenants, and updated debt balances, alongside how these changes interact with cash flow, liquidity, and ongoing capital expenditure plans.

Key Figures

Senior notes offering: $500 million Notes maturity: 2034 Term loan maturity: 2030

3 metrics

Senior notes offering $500 million Aggregate principal amount of senior unsecured notes due 2034

Notes maturity 2034 Maturity year of new senior unsecured notes

Term loan maturity 2030 Existing Par Petroleum term loan being repaid and terminated

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 notice	Neutral	-3.9%	Announced Q1 2026 earnings release date and investor conference call.
Feb 24	FY 2025 results	Positive	-6.1%	Released strong Q4 and 2025 results with high EBITDA and liquidity.
Feb 03	Earnings call notice	Neutral	+2.6%	Scheduled Q4 2025 earnings release and conference call logistics.
Dec 22	2026 capex guidance	Neutral	-4.0%	Outlined 2026 capital expenditure and turnaround guidance of $190–220M.

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

Pattern Detected

Recent strong earnings and guidance headlines often coincided with negative next-day moves, suggesting a pattern of selling into fundamentally positive news.

Recent Company History

Over the last six months, Par Pacific has highlighted strong financial performance and active capital planning. Q4 2025 and full-year results showed robust profitability, followed by 2026 capex guidance of $190–220 million. Q1 2026 delivered another strong quarter with solid earnings and liquidity. Despite these fundamentals, several past earnings and guidance releases saw negative price reactions, framing today’s private placement and debt refinancing within an ongoing balance-sheet and capital allocation story.

Key Terms

private placement, senior unsecured notes, rule 144a, regulation s, +3 more

7 terms

private placement financial

"intends to offer (the “Offering”) for sale in a private placement pursuant"

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

"$500 million in aggregate principal amount of 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

"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

"that guarantees the Company’s senior secured asset-based revolving 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.

abl credit facility financial

"asset-based revolving credit facility (the “ABL Credit Facility”) at the closing"

An ABL credit facility is a loan where the borrower uses tangible assets—like unpaid customer invoices, inventory, or equipment—as collateral to secure borrowing capacity. Think of it like a business pawning its goods to get cash; the amount available rises and falls with the value of those assets. Investors watch ABLs because they affect a company’s short-term liquidity, borrowing limits, and the lender’s priority claim if the company runs into financial trouble.

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, subject to market conditions, Par Petroleum, LLC, a wholly owned subsidiary of Par Pacific (“Par Petroleum”), intends to offer (the “Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), $500 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes”). The Notes are expected to 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 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 proposed 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 (NYSE:PARR) announce on May 11, 2026 regarding $500 million senior notes?

Par Pacific announced that Par Petroleum intends to offer $500 million of senior unsecured notes due 2034 in a private placement. According to Par Pacific, the transaction is subject to market conditions and will be conducted under Rule 144A and Regulation S.

What are the key terms of Par Pacific (PARR) $500 million senior unsecured notes due 2034?

The offering involves $500 million aggregate principal amount of senior unsecured notes due 2034. According to Par Pacific, the notes are expected to be fully and unconditionally guaranteed on a senior unsecured basis by Par Pacific and subsidiaries that guarantee its senior secured asset-based revolving credit facility.

How will Par Pacific use the proceeds from the $500 million senior notes offering?

Par Pacific intends to use net proceeds, along with cash on hand or ABL Credit Facility borrowings, to repay and terminate Par Petroleum’s term loan due 2030. According to Par Pacific, this refinancing focuses on replacing existing term loan debt with the new notes.

Who can buy Par Pacific’s $500 million senior notes in the private placement?

Par Pacific plans to sell the notes only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. According to Par Pacific, the securities are not being offered to the general public in the United States.

Are Par Pacific’s new senior notes registered under the Securities Act of 1933?

The senior notes and related guarantees are not registered under the Securities Act or state laws. According to Par Pacific, they may not be offered or sold in the United States without registration or an applicable exemption from Securities Act and state registration requirements.

Will Par Pacific’s $500 million senior notes offering affect its existing term loan due 2030?

Par Pacific intends to use the net proceeds of the notes, plus cash or ABL borrowings, to repay all principal under Par Petroleum’s term loan due 2030 and terminate that facility. According to Par Pacific, this links the new issuance directly to retiring the existing term loan.