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EX-99.1 - EX-99.1 - PAR PACIFIC HOLDINGS, INC.d755371dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2014

 

 

Par Petroleum Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-16203   84-1060803

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

800 Gessner Road, Suite 875

Houston, Texas

  77024
(Address of principal executive offices)   (Zip Code)

(713) 969-3293

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On July 11, 2014, Par Petroleum Corporation (the “Company”) announced that it intends to launch a registered rights offering on or about July 21, 2014. In the rights offering, each holder of the Company’s common stock as of the close of business on the record date of July 21, 2014 will be issued, at no charge, one transferable subscription right for each whole share of common stock owned by that stockholder on the record date. The Company expects that its largest stockholder will subscribe for a number of shares of the Company’s common stock representing its proportionate share of the rights offering.

The Company will offer a number of shares of its common stock in the rights offering, inclusive of the over-subscription privilege, representing approximately $100 million of gross proceeds. The Company plans to use the net proceeds from the rights offering to finance potential acquisitions, including the previously announced pending acquisition of Koko’oha Investments, Inc., and for general corporate purposes, including working capital.

The rights offering will be made pursuant to a shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on July 7, 2014. The rights offering will be made solely by means of a prospectus and prospectus supplement meeting the requirements of the Securities Act of 1933, as amended, to be filed with the SEC. Additional information regarding the rights offering will be set forth in the prospectus supplement to be filed with the SEC.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state

The foregoing description of the press release contained herein does not purport to be complete and is qualified in its entirety by reference to the press release, attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1    Press Release dated July 11, 2014.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      Par Petroleum Corporation
Dated: July 11, 2014      

/s/ Brice Tarzwell

     

Brice Tarzwell

Senior Vice President, Chief Legal Officer and Secretary

 

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