| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 21, 2025, Par Pacific Holdings, Inc. (the “Company”) and Hawaii Renewables, LLC, a subsidiary of the Company (“ProjectCo”), entered into a definitive Equity Contribution Agreement (the “Equity Contribution Agreement”) with Alohi Renewable Energy, LLC (“Alohi”), an entity owned by Mitsubishi Corporation (“Mitsubishi”) and ENEOS Corporation (“ENEOS”), pursuant to which the Company and Alohi will establish ProjectCo as a joint venture, with Alohi owning a 36.5% equity interest in ProjectCo and the Company owning the remaining interest. The joint venture is being formed for the development, construction, ownership and operation of that certain renewable fuels manufacturing facility co-located with the Kapolei Refinery in Kapolei, Hawaii (“Renewable Fuels Facility”). Pursuant to the Equity Contribution Agreement, upon the closing of the transaction, the Company, Alohi and ProjectCo will enter into an amended and restated limited liability company agreement of ProjectCo. In addition, upon the closing of the transaction, Par Hawaii Refining, LLC, a subsidiary of the Company and the owner of the Kapolei Refinery (“PHR”), and ProjectCo will enter into a number of related agreements, including a construction management agreement pursuant to which, among other things, PHR will provide certain construction management services with respect to the construction, commissioning and start-up of the Renewable Fuels Facility on behalf of ProjectCo; an operating agreement pursuant to which, among other things, PHR will operate and manage the Renewable Fuels Facility on behalf of ProjectCo and provide certain operating and corporate services to ProjectCo; a services agreement pursuant to which, among other things, PHR will provide certain services and supply certain products to ProjectCo for the Renewable Fuels Facility; a terminalling agreement pursuant to which, among other things, PHR will lease storage tanks and provide certain terminalling services to ProjectCo; and a facilities agreement pursuant to which, among other things, PHR will provide ProjectCo access to the site where the Renewable Fuels Facility will be located.
Upon the closing of the transaction, the Company and its subsidiaries will contribute to ProjectCo certain assets related to the Renewable Fuels Facility, the Company will commit to making cash contributions to ProjectCo of up to $21,039,382, less any actual and documented construction-related costs incurred in the period from July 1, 2025 to the closing date, to complete the engineering, construction and delivery of the Renewable Fuels Facility through its commercial operation date, and Alohi will contribute to ProjectCo $100 million in cash. The Renewable Fuels Facility is expected to be completed and operational by the end of 2025 and is expected to produce approximately 61 million gallons per year of renewable diesel, sustainable aviation fuel, renewable naphtha and low carbon liquified petroleum gases.
The transaction is expected to close in the second half of 2025, subject to satisfaction of customary closing conditions, including the absence of legal impediments prohibiting the transaction and the receipt of regulatory approvals.
The Company and Alohi have made customary representations and warranties, and the Company and Alohi have agreed to customary covenants in the Equity Contribution Agreement, including the agreement of the Company, subject to certain exceptions, to use commercially reasonable efforts to own, develop and maintain the assets in the ordinary course and to refrain from taking certain actions during the period from the execution of the Equity Contribution Agreement to the closing of the transaction. The Equity Contribution Agreement contains customary termination rights for both the Company and Alohi. The Equity Contribution Agreement also provides for indemnification rights with respect to, among other things, breaches of representations, warranties or covenants by the parties.
The foregoing description is qualified in its entirety by reference to the Equity Contribution Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Equity Contribution Agreement contains representations and warranties by the Company, Alohi and ProjectCo as of specific dates. The representations and warranties reflect negotiations between the parties to the Equity Contribution Agreement and are not intended as statements of fact to be relied upon by the Company’s stockholders; in certain cases, the representations and warranties merely represent allocation decisions among the parties; may have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Equity Contribution Agreement, which disclosures are not reflected in the Equity Contribution Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders. As such, the representations and warranties are solely for the benefit of the parties to the Equity Contribution Agreement. The representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, may change after the date of the Equity Contribution Agreement and should not be relied upon as statements of facts.
