XML 25 R13.htm IDEA: XBRL DOCUMENT
v3.7.0.1

Debt | 6 Months Ended
--- | ---
Jun. 30, 2017
Debt Disclosure [Abstract] |
Debt | Debt The following table summarizes our outstanding debt (in thousands):
| June 30, 2017 |  | December 31, 2016
Hawaii Retail Credit Facilities | $ | 87,773 |  |  | $ | 95,319 |
5.00% Convertible Senior Notes due 2021 | 115,000 |  |  | 115,000 |
Term Loan | — |  |  | 60,361 |
J. Aron Forward Sale | 29,512 |  |  | — |
Par Wyoming Holdings Term Loan | 67,325 |  |  | 67,325 |
Wyoming Refining Senior Secured Term Loan | 51,073 |  |  | 55,715 |
Wyoming Refining Senior Secured Revolver | 14,403 |  |  | 6,700 |
Principal amount of long-term debt | 365,086 |  |  | 400,420 |
Less: unamortized discount and deferred financing costs | (24,530 | ) |  | (30,024 | )
Total debt, net of unamortized discount and deferred financing costs | 340,556 |  |  | 370,396 |
Less: current maturities | (27,024 | ) |  | (20,286 | )
Long-term debt, net of current maturities | $ | 313,532 |  |  | $ | 350,110 |
Our debt is subject to various affirmative, negative, and financial covenants. As of June 30, 2017, we were in compliance with all debt covenants. Some of our subsidiaries have restrictions in their respective credit facilities with regard to dividends, distributions, loans, or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us. J. Aron Forward Sale On May 8, 2017, J. Aron and the Company amended the Supply and Offtake Agreements and extended the term through May 31, 2021 with a one-year extension option upon mutual agreement of the parties. As part of this amendment, we also entered into a $30 million forward sale of jet fuel to be delivered to J. Aron over the amended term (“J. Aron Forward Sale”). The proceeds from the J. Aron Forward Sale were used to pay a portion of the outstanding balance on the Term Loan. The $30 million obligation under the J. Aron Forward Sale will be repaid through the monthly delivery of jet fuel at an agreed upon price between the two parties. The jet fuel volumes to be delivered to J. Aron are equivalent to principal payments of $3.9 million in 2017, $7.0 million in 2018, $7.5 million in 2019, $8.1 million in 2020, and $3.5 million in 2021. The cost of the J. Aron Forward Sale is based upon an annual interest rate of 7%. The obligation associated with the J. Aron Forward Sale is recorded as debt in our condensed consolidated balance sheets. As of June 30, 2017, the outstanding balance of the J. Aron Forward Sale debt obligation was $29.5 million. Wyoming Refining Credit Facilities Wyoming Refining Company and its wholly owned subsidiary, Wyoming Pipeline Company LLC, are borrowers under a Third Amended and Restated Loan Agreement dated as of April 30, 2015 (as amended, the “Wyoming Refining Credit Facilities”), with Bank of America, N.A. as the lender. The Wyoming Refining Credit Facilities provide for (1) a revolving credit facility in the maximum principal amount at any time outstanding of $30 million (“Wyoming Refining Senior Secured Revolver”), subject to a borrowing base, which provides for revolving loans and for the issuance of letters of credit and (2) certain term loans that are fully advanced (“Wyoming Refining Senior Secured Term Loan”). The Wyoming Refining Senior Secured Term Loan requires quarterly principal payments of $2.3 million. On August 7, 2017, we entered into an amendment to the Wyoming Refining Credit Facilities to extend the maturity date from April 30, 2018 until June 30, 2019. All remaining outstanding amounts under the Wyoming Refining Senior Secured Term Loan and the Wyoming Refining Senior Secured Revolver are fully payable on June 30, 2019. 5.00% Convertible Senior Notes Due 2021 As of June 30, 2017, the outstanding principal amount of the 5.00% Convertible Senior Notes was $115.0 million, the unamortized discount and deferred financing cost was $21.8 million, and the carrying amount of the liability component was $93.2 million. Term Loan On June 30, 2017, we fully repaid and terminated the Delayed Draw Term Loan and Bridge Loan Credit Agreement (“Term Loan”). A portion of the proceeds from the J. Aron Forward Sale and cash flows from operations were used to repay the full amount outstanding. We recorded a loss on termination of approximately $1.8 million related to unamortized deferred financing costs associated with the Term Loan in the three months ended June 30, 2017. Hawaii Retail Credit Facilities On June 28, 2017, certain subsidiaries of the Company entered into a second amendment to the Key Bank Credit Agreement dated December 17, 2015 in order to permit a special distribution of cash from such subsidiaries to the Company in an aggregate amount totaling no more than $15 million. The amendment also waived the mandatory excess cash flow prepayment for the quarter ended June 30, 2017. Cross Default Provisions Included within each of our debt agreements are customary cross default provisions that require the repayment of amounts outstanding on demand should an event of default occur and not be cured within the permitted grace period, if any. As of June 30, 2017, we are in compliance with all of our credit agreements. Guarantors In connection with our shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (“SEC”) on September 2, 2016 and declared effective on September 16, 2016 (“Registration Statement”), we may sell non-convertible debt securities and other securities in one or more offerings with an aggregate initial offering price of up to $750 million. Any non-convertible debt securities issued under the Registration Statement may be fully and unconditionally guaranteed (except for customary release provisions), on a joint and several basis, by some or all of our subsidiaries, other than subsidiaries that are “minor” within the meaning of Rule 3-10 of Regulation S-X (the “Guarantor Subsidiaries”). We have no “independent assets or operations” within the meaning of Rule 3-10 of Regulation S-X and certain of the Guarantor Subsidiaries may be subject to restrictions on their ability to distribute funds to us, whether by cash dividends, loans or advances.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration