0000899243-16-028922.txt : 20160913 0000899243-16-028922.hdr.sgml : 20160913 20160913204530 ACCESSION NUMBER: 0000899243-16-028922 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160909 FILED AS OF DATE: 20160913 DATE AS OF CHANGE: 20160913 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: 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: 161884025 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: ZCOF Par Petroleum Holdings, L.L.C. CENTRAL INDEX KEY: 0001557140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36550 FILM NUMBER: 161884026 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-466-3301 MAIL ADDRESS: STREET 1: TWO 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: 161884027 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 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: 161884028 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-09 0 0000821483 PAR PACIFIC HOLDINGS, INC. PARR 0001469407 Zell Credit Opportunities Master Fund, L.P. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001250731 CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 0 0 1 0 0001557140 ZCOF Par Petroleum Holdings, L.L.C. 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 Subscription Rights (right to buy) 12.25 2016-09-09 4 S 0 301506 0.1157 D 2016-08-26 2016-09-14 Common Stock 29849 11867238 D Subscription Rights (right to buy) 12.25 2016-09-12 4 S 0 218655 0.1031 D 2016-08-26 2016-09-14 Common Stock 21646 11648583 D Subscription Rights (right to buy) 12.25 2016-09-13 4 S 0 505188 0.0502 D 2016-08-26 2016-09-14 Common Stock 50013 8672597 D Par Pacific Holdings, Inc. (the "Issuer") commenced a pro rata rights offering (the "Offering") on August 26, 2016. Pursuant to the Offering each stockholder of Issuer received one transferable subscription right (the "Right') for each whole share of Issuer common stock (the "Common Stock") owned by that stockholder. Each subscription right will entitle a rights holder to purchase 0.099 shares of the Common Stock at a subscription price of $12.25 per whole share. The subscription rights will expire if they are not exercised by 5:00 p.m. New York City time on September 14, 2016 (unless terminated or extended by the Issuer.) Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), received 6,340,398 Rights in the Offering. ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), distributed the 5,828,346 Rights that it received in the Offering to Master Fund, as the sole member of Holdings, and Master Fund directly held a total of 12,168,744 Rights. Does not include 402,284 Rights that EGI Investors, L.L.C., a Delaware limited liability company ("EGI Investors"), received on the Offering Date. Chai Trust Company, LLC, an Illinois limited liability company, is the general partner of Master Fund ("General Partner") and the managing member of EGI Investors. 9,697,916 of the Rights received by Master Fund in the Offering are held by Master Fund for the sole benefit of one of Master Fund's limited partners (the "Limited Partner") which is not an affiliate of Master Fund, Holdings, EGI Investors, or General Partner. (Continued from Footnote 2) All proceeds from the sale of the total of 1,025,349 Rights shown on this Form 4 on the NYSE MKT and any additional Rights to be sold will be distributed to the unaffiliated Limited Partner in respect of such Limited Partner's pro rata limited partnership interest in Master Fund. None of Master Fund, Holdings, EGI Investors or General Partner has a pecuniary interest in any of the Rights held on behalf of the Limited Partner nor in any proceeds received by Limited Partner upon the sale of Rights; and each of them hereby disclaims any Section 16 beneficial interest in the Rights held on behalf of the Limited Partner. On September 13, 2016, Master Fund distributed to EGI Investors, the other limited partner in Master Fund, 2,470,798 Rights based on EGI Investors' pro rata limited partner interest in Master Fund. EGI Investors has not sold, and will not, sell any of the Rights distributed to EGI Investors. The amount shown also reflects such distribution. Represents the weighted average price of multiple transactions with a range of prices between $0.11 and $0.125. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price. Represents the weighted average price of multiple transactions with a range of prices between $0.095 and $0.123. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price. Represents the weighted average price of multiple transactions with a range of prices between $0.05 and $0.07. Master Fund, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities sold at each separate price. Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Phillip G. Tinkler, Chief Financial Officer 2016-09-13 Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer 2016-09-13 ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President 2016-09-13 EGI Investors L.L.C.; By: /s/ Phillip G. Tinkler, Vice President 2016-09-13