Zell Credit Opportunities Master Fund increased Position in Par Pacific Holdings, Inc
Zell Credit Opportunities Master Fund has filled a SC 13D/A form regarding Par Pacific Holdings, Inc
Why Zell Credit Opportunities Master Fund Holds Par Pacific Holdings, Inc
Item4 of the Schedule 13D is hereby amended and supplemented as follows:
On June14, 2016 (the “Execution Date”), the Issuer entered into a Commitment for Bridge Notes (the “Bridge Notes Commitment Letter”)with Investors and other financial investors identified in the Bridge Notes Commitment Letter (each a “Bridge Lender” and collectively, the “Bridge Lenders”) pursuant to which the Issuer agreed to issue an aggregate of up to$52,500,000 in principal amount of 2.50% convertible subordinated bridge notes due 90 days following issuance (the “Bridge Notes”). In the event that the Rights Offering (as defined below) is completed prior to the Acquisition (as definedbelow), then the amount of the Bridge Notes shall be reduced on a dollar for dollar basis in the amount of any net proceeds received by the Issuer from the Rights Offering. The Issuer may also elect to extend the maturity of the Bridge Notes for anadditional 30 days in order to facilitate the closing of the Rights Offering (the “Extension Period”) in consideration for the payment of 0.25% of the aggregate principal amount of the outstanding Bridge Notes (the “ExtensionFee”). Investors has agreed to purchase the principal amount of up to $36,750,000 of the Bridge Notes. The principal and accrued interest on the Bridge Notes will be payable on maturity of the Bridge Notes. The Issuer will used the proceeds ofthe issuance of the Bridge Notes to finance a portion of the purchase price for all of the equity interests of Hermes Consolidated, LLC, a Delaware limited liability company (d/b/a Wyoming Refining Company) (the “Acquisition”). The BridgeNotes are mandatorily convertible into shares of Common Stock at the Subscription Price (as defined below) and will convert into Common Stock upon the earlier of (i)closing of the Rights Offering or (ii)maturity of the Bridge Notes. Inthe event that the Rights Offering closes prior to the issuance of the Bridge Notes, then the amount of the Bridge Notes issued will be reduced by the amount of the net proceeds of the Rights Offering and any remaining Bridge Notes will beautomatically converted into shares of Common Stock at the Subscription Price. The conversion rate for the Bridge Notes shall initially be equal to the Subscription Price for the Rights (as defined below), subject to customary adjustments and thelimitations described below.
The issuance of the Bridge Notes is intended to provide the Issuer with immediate liquidity pending the commencement andclosing of a pro rata registered rights offering to stockholders of the Issuer (the “Rights Offering”) of subscription rights (the “Rights”) to purchase an aggregate of approximately $50.00 million of newly-issued shares ofCommon Stock. The exercise price for the Rights, as determined by the Issuer’s board of directors, will be the conversion rate for the Bridge Notes; provided, however, that under the Bridge Notes Commitment Letter, such exercise pricefor the Rights will be (i)not greater than $15.00 per whole share and (ii)at a discount to the market price of the Common Stock at the close of trading on the date such exercise price is determined (the “Subscription Price”).The total number of shares of Common Stock to be offered will be approximately 3.33million, subject to adjustment based upon the Subscription Price.
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The Rights will be issued to each stockholder (including the Reporting Persons) on a pro rata basis (the“Basic Subscription Right”) at a rate per outstanding share of Common Stock to be determined by the Issuer’s board of directors. The Rights will be transferable, provided that such transfer is not restricted by the restrictionscontained in Article 11 of the Issuer’s Restated Certificate of Incorporation (the “ Charter”) and such other transfer restrictions and/or stock certificate escrow protection mechanisms as may be imposed by the Issuer to ensurecompliance with Article 11 of the Charter (the “Transfer Restrictions”). Any Rights holder that fully exercises such holder’s Basic Subscription Right shall also be entitled, but shall not be obliged, to subscribe for any shares ofCommon Stock offered in the Rights Offering and not purchased by other stockholders, subject to proration (in proportion to the number of shares of Common Stock held by a stockholder including the number of shares of Common Stock a stockholder hassubscribed for pursuant to the Basic Subscription Right) if the oversubscribed shares exceed the number of shares of Common Stock available (the “Oversubscription Right”). Exercise of the Basic Subscription Right and the OversubscriptionRight shall be subject, in each instance to the Transfer Restrictions.
Pursuant to the Bridge Notes Commitment Letter, the Issuer has agreed that all netproceeds from the Rights Offering will reduce the amount of Bridge Notes to be issued if the Rights Offering is completed prior to the issuance of the Bridge Notes, or to prepay or pay, as the case may be, the Bridge Notes following issuance. Anyunpaid amounts on the Bridge Notes (including accrued but unpaid interest) after payment of all net proceeds from the Rights Offering shall be satisfied through the conversion of the Bridge Notes into Common Stock at the Subscription Price. TheIssuer has also agreed that it will file a registration statement or prospectus supplement no later than June17, 2016 to register the issuance of the Rights and the resale of all Rights issued to affiliates of the Issuer (including theReporting Persons) to enable such affiliates to freely transfer and sell such Rights upon issuance and prior to the exercise of such Rights (the “Rights Resale Registration”) and to use its commercially reasonable best efforts to the havethe Rights Resale Registration declared effective as promptly as possible. Issuance of any Common Stock upon conversion of the Bridge Notes shall be subject to the transfer restrictions set forth in Section11 of the Issuer’s amendedcertificate of incorporation. Each of the Bridge Lenders has agreed that it will not sell, pledge or otherwise transfer any shares of Common Stock prior to the closing of the Rights Offering. The Bridge Notes Commitment Letter also provides that, asa condition to the obligations of the Bridge Lenders to fund the Bridge Notes, the Issuer and the Bridge Lenders shall enter into a registration rights agreement (the “Registration Rights Agreement”) providing the Bridge Lenders withdemand and piggyback registration rights (subject to the priorities of stockholders under existing registration rights agreements) with respect to all shares of Common Stock issued to the Bridge Lenders and their respective assigns pursuant to theBridge Notes Commitment Letter and the Bridge Notes issued under such agreement (“Registrable Securities”). In addition, the Issuer shall, as soon as reasonably practicable, file a Form S-3 resale shelf registration statement (“ResaleShelf S-3”) to register for resale the Registrable Securities, but in any event no later than 60 calendar days after the completion of the Rights Offering. The purchase of the Bridge Notes under the Bridge Notes Commitment Letter will be madepursuant to a note purchase agreement (the “Purchase Agreement”) which will contain representations and warranties, customary covenants and conditions to closing of the purchase of the Bridge Notes (the “Closing”) including therepresentations, covenants and conditions to Closing described in the Bridge Notes Commitment Letter.
On the Execution Date, each of the Bridge Lendersearned a commitment fee (the “Commitment Fees”) equal to 5.0% of its respective and several commitment to purchase the Bridge Notes through August1, 2016 whether or not such Bridge Notes are issued. In the event that the Bridge Notesare issued, then the Commitment Fees shall be payable in the form of reduced proceeds to the Issuer upon issuance of the Bridge Notes. In the event that (i)the Bridge Notes have been issued, (ii)the Rights Offering has not been completedupon the maturity of the Bridge Notes and (iii)the Issuer has elected to extend the maturity of the Bridge Notes for the Extension Period in consideration for the payment the Extension Fee, then such Extension Fee shall be payable in cash uponexercise of such Extension Period. In the event that the Bridge Notes are not issued, then the Commitment Fees shall be payable in cash within five business days following the August1, 2016 expiration of the Bridge Notes Commitment. The Issuershall also reimburse the Bridge Lenders, whether or not the Bridge Notes are issued or the Rights Offering is consummated, for all of the costs and expenses, including legal fees, incurred by the Bridge Lenders. Conditions to the obligations of theBridge Lenders under the Bridge Notes Commitment include (i)the filing of the Rights Offering and Rights Resale Registration Statement on or prior to June17, 2016; (ii)representations and warranties being true and correct;(iii)all conditions to the consummation of the Acquisition having been satisfied or waived and the net proceeds from the issuance of the Bridge Notes being used to pay a portion of the purchase price for the Acquisition; (iv)the partieshaving entered into the Purchase Agreement, the Registration Rights Agreement and such other reasonably requested documentation; and (v)the acknowledgement of the continued validity without modification of the prior approvals for transfersunder the Allocation Agreement Among Remaining Emergence 5% Shareholders previously entered into with, among others, the Reporting Persons.
The BridgeNotes will be unsecured obligations of the Issuer and will rank: (i)subordinated in right of payment to any of the Issuer’s secured indebtedness; (ii)senior in right of payment to any indebtedness of the Issuer that is expresslysubordinated in right of payment to the Bridge Notes; (iii)equal in right of payment to any of the Issuer’s unsecured indebtedness that is not so subordinated;
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and (iv)structurally junior to all indebtedness and other liabilities of any the Issuer subsidiaries. Subject to the terms and conditions set forth in the Bridge Notes Commitment and thePurchase Agreement, the purchase of the Bridge Notes by the Bridge Lenders shall close simultaneous with the closing of the Acquisition, but in any event on or before August1, 2016, unless extended for the Extension Period.
The foregoing description of the Bridge Notes Commitment does not purport to be complete and is qualified in its entirety by reference to the full text of theBridge Notes Commitment, which has been filed as Exhibit hereto and incorporated by reference herein.
Form 13D is SEC filing that must be submitted within 10 days, by anyone who acquires beneficial ownership of more than 5% of any publicly traded securities. A filer must promptly update its 13D filing in case of acquisition or disposition of 1% or more of the securities that are the subject of the filing. These filings may be a precursor to hostile takeovers, company breakups, and other “change of control” events.
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