Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Refinancing of Term Loan B

On February 14, 2023, we priced the proposed private $550 million aggregate principal amount senior secured term loan B due 2030. We intend to use the proceeds from the proposed term loan to refinance the Company’s existing Term Loan B Facility and its outstanding Notes (as described below) and for general corporate purposes.

Tender Offers

On February 15, 2023, we announced the commencement of cash tender offers (the “Tender Offers”) for the purchase by PPL of any and all of the (i) 7.75% Senior Secured Notes and (ii) 12.875% Senior Secured Notes (together, the “Notes”). The Tender Offers were for cash consideration of $1,021.20 per $1,000 principal amount of 7.75% Senior Secured Notes and $1,090.44 per $1,000 principal amount of 12.875% Senior Secured Notes, plus an amount equal to any accrued and unpaid interest.

The Tender Offers expired on February 23, 2023, and $260.6 million, or approximately 92.74%, of the 7.75% Senior Secured Notes and $29.0 million, or approximately 92.73%, of the 12.875% Senior Secured Notes were validly tendered and not validly withdrawn, In addition, $270 thousand aggregate principal amount of the 7.75% Senior Secured Notes were tendered subject to guaranteed delivery procedures. Subject to raising at least $550 million in gross proceeds under the proposed term loan, we expect to accept for payment all notes validly tendered during the offering period and all notes properly delivered under guaranteed delivery procedures and expects to make payment on all such notes on February 28, 2023. As described below, we have exercised optional redemption rights with respect to any outstanding Notes and intend to satisfy and discharge each indenture governing the Notes, as applicable, on the settlement date.

Redemption of Notes

On February 15, 2023, we issued notices of conditional redemption (collectively, the “Redemption”) for each series of the Notes pursuant to the applicable agreements, in each case subject to the successful refinancing of Term Loan B.

Amendments

In connection with the above, (i) the ABL Borrowers and the lenders, and Bank of America, N.A., as administrative agent, entered into the First Amendment, dated as of February 14, 2023, to Amended and Restated Loan and Security Agreement, dated as of February 2, 2022, (ii) Par Hawaii Refining, LLC, PPL and J. Aron & Company, LLC entered into the Amendment, dated as of February 13, 2023, to Second Amended and Restated Supply and Offtake Agreement, dated as of June 1, 2021, and (iii) U.S. Oil & Refining Co., PPL and Merrill Lynch Commodities, Inc. entered into a letter agreement dated February 15, 2023, in each case, to facilitate the refinancing and tender offers noted.