0000919574-17-006693.txt : 20170912 0000919574-17-006693.hdr.sgml : 20170912 20170911185328 ACCESSION NUMBER: 0000919574-17-006693 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170912 DATE AS OF CHANGE: 20170911 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41532 FILM NUMBER: 171079865 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 IRS NUMBER: 411957584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6001 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. STREET 2: SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13D/A 1 d7588240_13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

     

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

     

 

PAR PACIFIC HOLDINGS, INC.

(Name of Issuer)

 

Common stock, $0.01 par value

(Title of Class of Securities)

 

69888T207

(CUSIP Number)

 

Mark Strefling

Whitebox Advisors LLC

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

(612) 253-6001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 7, 2017

(Date of Event Which Requires Filing of This Statement)

     

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

CUSIP No. 69888T207

 

1

NAME OF REPORTING PERSON

 

Whitebox Advisors LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)         (b) 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS (See Instructions)

 

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

6,603,855 (See Item 2)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

6,603,855 (See Item 2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,603,855 (See Item 2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.3%*

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA

 

* Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer’s Form 10-Q filed on August 9, 2017, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.
 
 

 

CUSIP No. 69888T207

 

1

NAME OF REPORTING PERSON

 

Whitebox General Partner LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)         (b) 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS (See Instructions)

 

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

6,603,855 (See Item 2)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

6,603,855 (See Item 2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,603,855 (See Item 2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.3%*

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

* Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer’s Form 10-Q filed on August 9, 2017, and 354,350 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.
 
 

 

CUSIP No. 69888T207

 

1

NAME OF REPORTING PERSON

 

Whitebox Multi-Strategy Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)         (b) 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

  SOLE VOTING POWER

 

  0

8

  SHARED VOTING POWER

 

2,936,952 (See Item 2)

9

  SOLE DISPOSITIVE POWER

 

  0

10

  SHARED DISPOSITIVE POWER

 

2,936,952 (See Item 2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,936,952 (See Item 2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4%*

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

* Percent of class is calculated based on 45,802,763 shares of Common Stock issued and outstanding as of August 3, 2017 as reported in the Issuer's Form 10-Q filed on August 9, 2017, and 163,842 additional shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.
 
 

 

EXPLANATORY NOTE: This Amendment No. 12 to Schedule 13D ("Amendment No. 12") relates to the common stock, $0.01 par value per share (the "Common Stock") of Par Pacific Holdings, Inc., a Delaware corporation (the "Issuer"), which has its principal executive office at One Memorial Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024. This Amendment No. 12 amends, as set forth below, the Schedule 13D filed by Whitebox Advisors LLC and certain related parties with respect to the Issuer on September 11, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed on February 28, 2013, Amendment No. 2 to the Original Schedule 13D filed on October 3, 2013, Amendment No. 3 to the Original Schedule 13D filed on August 27, 2014, Amendment No. 4 to the Original Schedule 13D filed on April 23, 2015, Amendment No. 5 to the Original Schedule 13D filed on August 3, 2015, Amendment No. 6 to the Original Schedule 13D filed on December 8, 2015, Amendment No. 7 to the Original Schedule 13D filed on June 21, 2016, Amendment No. 8 to the Original Schedule 13D filed on August 15, 2016, Amendment No. 9 to the Original Schedule 13D filed on September 13, 2016, Amendment No. 10 to the Original Schedule 13D filed on December 5, 2016, and Amendment No. 11 to the Original Schedule 13D filed on June 9, 2017 (collectively, the "Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The items of the Schedule 13D are amended as described herein, and only those items amended are reported herein. Unless otherwise stated herein, the Schedule 13D remains in full force and effect.

Item 5.Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)       See Items 11 and 13 of the cover pages to this Amendment No. 12 for the aggregate number and percentage of outstanding shares of Common Stock that are beneficially owned by each of the Reporting Persons as of September 11, 2017. Calculation of the percentages of outstanding shares of Common Stock beneficially owned were based on 45,802,763 shares of Common Stock outstanding, which is the number of Common Stock outstanding that the Issuer reported in the Issuer’s Form 10-Q filed on August 9, 2017. For purposes of these calculations the following number of Common Stock have been included in the number of shares of Common Stock outstanding for the respective Reporting Person(s): (i) the 354,350 shares of Common Stock issuable upon exercise of the Warrants over which WA and WB GP have indirect beneficial ownership; and (ii) the 163,842 shares of Common Stock issuable upon the exercise of the Warrants over which WMP has beneficial ownership.

(b)       See Items 7 through 10 of the cover pages to this Amendment No. 12 for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as of September 11, 2017 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

(c)       The transactions in the Common Stock by the Reporting Persons in the past 60 days are set forth in Exhibit 99.37. All transactions were conducted in the open market.

(d)       The WA Private Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by the Reporting Persons.

(e)       Not applicable.

 

Item 7.Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows.

Exhibit No.   Description
99.37   Schedule of Transactions in the Common Stock by the Reporting Persons
99.38   Amended and Restated Joint Filing Agreement, dated September 12, 2017, among the Reporting Persons.
99.39   Executive Officers and Board of Whitebox Advisors LLC
99.40   Board of Whitebox General Partner LLC
     
 
 

 

 

Signature

 

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:  September 12, 2017

WHITEBOX ADVISORS LLC

By: /s/ Elissa Weddle  
  Elissa Weddle  
  Chief Legal Officer  

 

WHITEBOX GENERAL PARTNER LLC

By: /s/ Elissa Weddle  
  Elissa Weddle  
 

Whitebox Advisors LLC

Chief Legal Officer

 

 

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

By: Whitebox General Partner, LLC  
     
     
By: /s/ Elissa Weddle  
 

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

 

 

 
 

EXHIBIT 99.37

SCHEDULE OF TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS

Schedule of Transactions in Common Stock by Whitebox Advisors LLC and Whitebox General Partner LLC (on behalf of private funds for which they act as investment adviser and general partner, respectively)

 

Date of Transaction

 

 

Title of Class

  Number of
Shares/Units
Acquired
  Number of
Shares/Units
Disposed
  Price Per
Share/Unit
 08/28/2017   Common Stock  N/A   32,141   $17.7441 
 08/29/2017   Common Stock  N/A   44,800   $17.7827 
 08/30/2017   Common Stock  N/A   20,900   $17.773 
 09/05/2017   Common Stock  N/A   40,900   $17.4069 
 09/06/2017   Common Stock  N/A   108,194   $17.422 
 09/07/2017   Common Stock  N/A   230,910   $17.6735 
 09/11/2017   Common Stock  N/A   43,893   $18.5116 

 

Schedule of Transactions in Common Stock by Whitebox Multi-Strategy Partners, L.P.

 

Date of Transaction

 

 

Title of Class

  Number of
Shares/Units
Acquired
  Number of
Shares/Units
Disposed
  Price Per
Share/Unit
08/28/2017  Common Stock  N/A   10,658   $17.7441 
08/29/2017  Common Stock  N/A   14,900   $17.7827 
08/30/2017  Common Stock  N/A   6,931   $17.773 
09/05/2017  Common Stock  N/A   10,902   $17.4069 
09/06/2017  Common Stock  N/A   28,838   $17.422 
09/07/2017  Common Stock  N/A   61,548   $17.6735 
09/11/2017  Common Stock  N/A   14,010   $18,5116 

 

 
 

 EXHIBIT 99.38

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly Amendment No. 12 (and any subsequent amendments) to the statement on Schedule 13D with respect to the shares of common stock, $0.01 par value, of Par Pacific Holdings, Inc.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this agreement shall be attached as an exhibit to Amendment No. 12 to the statement on Schedule 13D, and to any subsequent amendments thereto, filed on behalf of the parties hereto.

Date: September 12, 2017

WHITEBOX ADVISORS LLC

By: /s/ Elissa Weddle  
  Elissa Weddle  
  Chief Legal Officer  

 

WHITEBOX GENERAL PARTNER LLC

By: /s/ Elissa Weddle  
  Elissa Weddle  
 

Whitebox Advisors LLC

Chief Legal Officer

 

 

WHITEBOX MULTI-STRATEGY PARTNERS, L.P.

By: Whitebox General Partner, LLC  
     
     
By: /s/ Elissa Weddle  
 

Elissa Weddle

Whitebox Advisors LLC

Chief Legal Officer

 

 

 

 
 

 Exhibit 99.39

EXECUTIVE OFFICERS AND BOARD OF WHITEBOX ADVISORS LLC

 The name, business address, present principal employment and citizenship of each executive officer and board member of Whitebox Advisors LLC is set forth below.

 Name   Business Address   Present Principal Employment   Citizenship
             
Andrew Redleaf  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Founding Partner and Board member

Whitebox Advisors LLC

  USA
Robert Vogel  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

 

  USA
Mark Strefling  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416 

 

Chief Executive Officer and Board member

Whitebox Advisors LLC

 

  USA
Michael McCormick  

280 Park Ave

Suite 2803

New York, NY 10017

 

 

Chief Operating Officer

Whitebox Advisors LLC

  USA
Elissa Weddle  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Legal Officer

Whitebox Advisors LLC

  USA
Chris Hardy  

280 Park Ave

Suite 2803

New York, NY 10017

 

 

Chief Compliance Officer

Whitebox Advisors LLC 

  USA
Brian Lofton  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Risk Officer

Whitebox Advisors LLC

  USA
Paul Twitchell  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Co-Chief Investment Officer and Board member

Whitebox Advisors LLC

 

  USA
Richard Vigilante  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Chief Communications Officer and Board member

Whitebox Advisors LLC

 

  USA
Robert Riepe  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Financial Officer

Whitebox Advisors LLC

  USA
Kerry Manaster  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Chief Technology Officer

Whitebox Advisors LLC

  USA
Jake Mercer  

3033 Excelsior Boulevard Suite 300

Minneapolis, MN 55416

 

Head of Special Situations and Restructuring and Board member

Whitebox Advisors LLC

  USA

Paul Roos  

3033 Excelsior Boulevard Suite 300

Minneapolis, MN 55416

 

Head of Structured Credit and Board member

Whitebox Advisors LLC

  USA
             

 

 
 

 

Exhibit 99.40

BOARD OF WHITEBOX GENERAL PARTNER LLC

The name, business address, present principal employment and citizenship of each board member of Whitebox General Partner LLC is set forth below.

 

Name   Business Address   Present Principal Employment   Citizenship
             
Andrew Redleaf  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Founding Partner

Whitebox Advisors LLC

  USA
Robert Vogel  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Co-Chief Investment Officer

Whitebox Advisors LLC

  USA
Mark Strefling  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Chief Executive Officer

Whitebox Advisors LLC

  USA
Paul Twitchell  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Co-Chief Investment Officer

Whitebox Advisors LLC

  USA
Richard Vigilante  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Chief Communications Officer

Whitebox Advisors LLC

  USA
Jake Mercer  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

 

Head of Special Situations and Restructuring

Whitebox Advisors LLC

  USA
Paul Roos  

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

 

Head of Structured Credit

Whitebox Advisors LLC

  USA