0000899243-16-029999.txt : 20160926 0000899243-16-029999.hdr.sgml : 20160926 20160926160532 ACCESSION NUMBER: 0000899243-16-029999 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160922 FILED AS OF DATE: 20160926 DATE AS OF CHANGE: 20160926 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PAR PACIFIC HOLDINGS, INC. CENTRAL INDEX KEY: 0000821483 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841060803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 GESSNER ROAD, SUITE 875 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281) 899-4800 MAIL ADDRESS: STREET 1: 800 GESSNER ROAD, SUITE 875 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: PAR PETROLEUM CORP/CO DATE OF NAME CHANGE: 20120907 FORMER COMPANY: FORMER CONFORMED NAME: DELTA PETROLEUM CORP/CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zell Credit Opportunities Master Fund, L.P. CENTRAL INDEX KEY: 0001469407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36550 FILM NUMBER: 161902340 BUSINESS ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-466-3301 MAIL ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGI Investors, L.L.C. CENTRAL INDEX KEY: 0001526696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36550 FILM NUMBER: 161902341 BUSINESS ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-466-3301 MAIL ADDRESS: STREET 1: 2 NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAI TRUST CO LLC CENTRAL INDEX KEY: 0001250731 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36550 FILM NUMBER: 161902342 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663281 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-22 0 0000821483 PAR PACIFIC HOLDINGS, INC. PARR 0001250731 CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001526696 EGI Investors, L.L.C. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001469407 Zell Credit Opportunities Master Fund, L.P. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 Common Stock 2016-09-22 4 P 0 190913 12.25 A 877632 I See footnote Common Stock 12168744 I See footnote On July 14, 2016, EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors") lent $35,000,000 to Issuer in exchange for a 2.50% convertible subordinated bridge note (the "Bridge Note") of Issuer in the principal amount of $36,842,105, which included $1,842,105 as consideration for the commitment fee payable to EGI Investors. The Bridge Note was issued in order to provide liquidity to Issuer prior to completion of its anticipated pro rata rights offering (the "Offering") to Issuer's stockholders. Pursuant to the Offering, which commenced on August 26, 2016 and ended on September 14, 2016, each stockholder of Issuer received one transferable subscription right for each whole share of Issuer common stock (the "Common Stock") owned by that stockholder. (Continued from Footnote 1) Each subscription right entitled a rights holder to purchase 0.099 shares of the Common Stock at a subscription price of $12.25 per whole share (the "Subscription Price"). The Bridge Note became due and payable on September 22, 2016, the closing date of the Offering (the "Closing Date"), from the net proceeds of the Offering with any amounts not repaid being mandatorily convertible into shares of Common Stock at the Subscription Price per share. EGI Investors received a cash repayment $34,682,511.50 with respect to the Bridge Note and the 190,913 shares of Common Stock upon the Bridge Note's mandatory conversion. The amount of shares of Issuer Common Stock issuable to EGI Investors upon conversion of the Bridge Note could not be determined until the Closing Date when (i) the net proceeds to Issuer from the Offering and (ii) total interest payable to EGI Investors could be determined. Because Chai Trust Company, LLC, an Illinois limited liability company, is the managing member of EGI Investors ("Managing Member"), it may be deemed to indirectly beneficially own the 877,632 shares of Common Stock held directly by EGI Investors. Because Managing Member is the sole general partner of Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), Managing Member may be deemed to beneficially own the 12,168,744 shares of Common Stock of the Issuer held directly by Master Fund. Chai Trust Company, LLC; By: /s/ Philip G. Tinkler, Chief Financial Officer 2016-09-23 EGI Investors L.L.C.; By: /s/ Philip G. Tinkler, Vice President 2016-09-23 Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Philip G. Tinkler, Chief Financial Officer 2016-09-23