Note 4—Acquisitions

Wyoming Refining Company Acquisition

On June 14, 2016, Par Wyoming, LLC, a wholly-owned subsidiary of Par, entered into a unit purchase agreement (the “Purchase Agreement”) with Black Elk Refining, LLC to purchase all of the issued and outstanding units representing the membership interests in Hermes Consolidated, LLC (d/b/a Wyoming Refining Company) and indirectly Wyoming Refining Company’s wholly-owned subsidiary, Wyoming Pipeline Company, LLC (collectively, “Wyoming Refining”) (the "WRC Acquisition"). Wyoming Refining owns and operates a refinery and related logistics assets in Newcastle, Wyoming.

On July 14, 2016, we completed the WRC Acquisition for cash consideration of $209.4 million, including a deposit of $5 million paid in June 2016 and assumed $58.0 million of debt. The consideration was paid with funds received from the issuance of our 2.50% convertible subordinated bridge notes (the "Bridge Notes"), cash on hand, which included the net proceeds from our issuance and sale of an aggregate of $115 million principal amount of 5.00% convertible senior notes due 2021 (the "5.00% Convertible Senior Notes") and the issuance of a $65 million secured term loan by Par Wyoming Holdings, LLC (the "Par Wyoming Holdings Credit Agreement"). Please read Note 9—Debt for further information on the Bridge Notes, the 5.00% Convertible Senior Notes and the Par Wyoming Holdings Credit Agreement.

We accounted for the WRC Acquisition as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Wyoming Refining and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition.

A summary of the preliminary estimated fair value of the assets acquired and liabilities assumed in the WRC Acquisition is as follows (in thousands):



Cash	$	183
Accounts receivable	16,880
Inventories	27,904
Prepaid and other assets	1,304
Property, plant and equipment	258,095
Goodwill (1)	63,266
Total assets (2)	367,632
Accounts payable and other current liabilities	(57,861		)
Wyoming Refining Senior Secured Revolver	(10,100		)
Wyoming Refining Senior Secured Term Loan	(58,036		)
Other non-current liabilities	(32,269		)
Total liabilities	(158,266		)
Total	$	209,366

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(1) We allocated $41.6 million and $21.7 million of goodwill to our refining and logistics segments, respectively.

(2) We allocated $295.9 million and $71.7 million of total assets to our refining and logistics segments, respectively.

We have recorded a preliminary estimate of the fair value of the assets acquired and liabilities assumed and expect to finalize the purchase price allocation during 2017. The primary areas of the purchase price allocation that are not yet finalized relate to income taxes and environmental liabilities.

The results of operations of Wyoming Refining were included in our results beginning July 14, 2016. For the three and nine months ended September 30, 2016, our results of operations included revenues of $83.9 million and net income of $1.4 million related to Wyoming Refining. The following unaudited pro forma financial information presents our consolidated revenues and net income (loss) as if the WRC Acquisition had been completed on January 1, 2015 (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
Revenues	$	522,163		$	598,211	$	1,463,101		$	1,889,449
Net income (loss)	(26,384		)	22,651		(64,926		)	36,915

Earnings (loss) per share
Basic	$	(0.58	)	$	0.58	$	(1.43	)	$	0.99
Diluted	$	(0.58	)	$	0.49	$	(1.43	)	$	0.85

Mid Pac Acquisition

On April 1, 2015, we completed the acquisition of Par Hawaii Inc., a Hawaii corporation ("PHI," formerly Koko’oha Investments, Inc.), which owns 100% of the outstanding membership interests in Mid Pac Petroleum, LLC, a Delaware limited liability company (“Mid Pac”). Net cash consideration was $74.4 million, including a working capital settlement of $1.0 million paid in September 2015. In connection with the acquisition, Mid Pac's pre-existing debt was fully repaid on the closing date for $45.3 million. The acquisition and debt repayment were funded with cash on hand and $55 million of borrowings under a Credit Agreement with the Bank of Hawaii ("Mid Pac Credit Agreement").

We accounted for the acquisition of Mid Pac as a business combination whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. Goodwill recognized in the transaction was attributable to opportunities expected to arise from combining our operations with Mid Pac's and utilization of our net operating loss carryforwards, as well as other intangible assets that do not qualify for separate recognition. In addition, we recorded certain other identifiable intangible assets including trade names and customer relationships. These intangible assets will be amortized over their estimated useful lives on a straight line basis, which approximates their consumptive life.

During the three months ended March 31, 2016, the purchase price allocation was adjusted to record an increase to tax receivables and a decrease to goodwill of approximately $0.6 million. The tax receivable of $0.6 million relates to periods prior to the Mid Pac acquisition and was recorded in connection with a tax refund received by Mid Pac in March 2016. We finalized the Mid Pac acquisition purchase price allocation as of March 31, 2016.

The results of operations of Mid Pac were included in our refining, retail and logistics results beginning April 1, 2015. For the nine months ended September 30, 2016, our results of operations included revenues of $131.9 million and net income of $8.5 million related to Mid Pac. The following unaudited pro forma financial information presents our consolidated revenues and net income as if the Mid Pac acquisition had been completed on January 1, 2014 (in thousands):



	Nine Months Ended September 30, 2015
Revenues	$	1,649,915
Net income	10,069

The results of operations of Mid Pac for the three months ended September 30, 2015 and the three and nine months ended September 30, 2016 are included in our condensed consolidated statements of operations for the entire period; therefore, the pro forma financial information for the three months ended September 30, 2015 and the three and nine months ended September 30, 2016 are not presented in the table above.