10-Q/A 1 a2018093010qa.htm 10-Q/A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________________________________________________________________________________________
FORM 10-Q/A
(Amendment No. 1)
________________________________________________________________________________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-36550
________________________________________________________________________________________________________________________
PAR PACIFIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Delaware
84-1060803
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

825 Town & Country Lane, Suite 1500
 
Houston, Texas
77024
(Address of principal executive offices)
(Zip Code)
(281) 899-4800
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report):

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨


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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
 
Accelerated filer
ý
 
 
 
 
 
Non-accelerated filer
¨
 
Smaller reporting company
¨
 
 
 
 
 
 
 
 
Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. Yes  ¨ No  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý

45,876,894 shares of Common Stock, $0.01 par value, were outstanding as of November 2, 2018

 


EXPLANATORY NOTE

On November 7, 2018, Par Pacific Holdings, Inc. (the “Company”) filed the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 (the “Form 10-Q”) with the Securities and Exchange Commission (the “Commission”). This Amendment No. 1 to Form 10-Q (this “Amendment”) is an exhibit-only filing in response to comments received from the Commission in connection with a request for confidential treatment of certain portions of Exhibit 10.2, as originally filed with the Form 10-Q. This Amendment is being filed solely to re-file Exhibit 10.2 based on comments from the Commission.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has set forth the complete text of Item 6, as amended. This Amendment speaks as of the filing date of the Form 10-Q, does not update information in the Form 10-Q to reflect events that have occurred subsequent to the filing date of the Form 10-Q, and does not modify or update in any way disclosures made in the Form 10-Q. Except as described above, no other amendments are being made to the Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the Company’s subsequent filings made with the Securities and Exchange Commission since November 7, 2018. The filing of this Amendment shall not be deemed an admission that the Form 10-Q, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.



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Item 6. EXHIBITS

2.1
 
 
2.2
 
 
2.3
 
 
2.4
 
 
2.5
 
 
2.6
 
 
2.7
 
 
2.8
 
 
2.9
 
 
2.10
 
 
3.1
 
 
3.2
 
 
4.1
 
 
4.2
 
 
4.3
 
 

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4.4
 
 
4.5
 
 
4.6
 
 
4.7
 
 
4.8
 
 
4.9
 
 
4.10
 
 
4.11
 
 
4.12
 
 
4.13
 
 
4.14
 
 
4.15
 
 
4.16
 
 
4.17
 
 
10.1
 
 
10.2
 
 
10.3
 
 

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10.4
 
 
31.1
 
 
31.2
 
 
32.1
 
 
32.2
 
 
101.INS
XBRL Instance Document.***
 
 
101.SCH
XBRL Taxonomy Extension Schema Documents.***
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.***
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.***
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.***
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.***

*    Filed herewith.
**    These interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
***     Previously filed.
@    Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
#    Confidential treatment has been requested for portions of this exhibit. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the Securities and Exchange Commission..



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SIGNATURES
Pursuant to the requirements of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
PAR PACIFIC HOLDINGS, INC.
(Registrant)
 
 
 
 
 
 
By:
/s/ William Pate
 
 
 
 
William Pate
 
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
By:
/s/ William Monteleone
 
 
 
 
William Monteleone
 
 
 
 
Chief Financial Officer
 
 

Date: February 4, 2019



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