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EX-99.1 - EXHIBIT 99.1 - PAR PACIFIC HOLDINGS, INC.exhibit99-1wrcproformafsup.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): November 14, 2016


Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)


 
 
 
 
 
Delaware
 
1-36550
 
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)
(281) 899-4800
(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.
As previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2016, as amended by its Current Report on Form 8-K/A filed with the SEC on August 29, 2016 (the “Original Form 8-K”), a subsidiary of Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), completed the acquisition (the “WRC Acquisition”) of all of the issued and outstanding units representing the membership interests in Hermes Consolidated, LLC, a Delaware limited liability company doing business as Wyoming Refining Company (“Wyoming Refining Company”), on July 14, 2016.
The Original Form 8-K also provided the historical financial statements of Wyoming Refining Company and the pro forma financial information of the Company required by Item 9.01 of Form 8-K.

The purpose of this Current Report on Form 8-K is to provide additional pro forma financial information of the Company for the nine months ended September 30, 2016 and the year ended December 31, 2015 giving effect to the closing of the WRC Acquisition.
Item 9.01 Financial Statements and Exhibits.

(a)
Financial Statements of Businesses Acquired.

None.

(b)
Pro Forma Financial Information.

The unaudited condensed combined pro forma financial information of Par Pacific Holdings, Inc. and Subsidiaries for the nine months ended September 30, 2016 and for the year ended December 31, 2015 is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(c)
Shell Company Transactions.
None.

(d)
Exhibits:
99.1+
Unaudited condensed combined pro forma financial information of Par Pacific Holdings, Inc. and Subsidiaries for the nine months ended September 30, 2016 and for the year ended December 31, 2015.


+     Filed herewith.





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 Pacific Holdings, Inc.
 
 
 
 
 
Dated: November 14, 2016
 
 
 
/s/ J. Matthew Vaughn
 
 
 
 
 
J. Matthew Vaughn
Senior VP and General Counsel