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Subsequent Events | 12 Months Ended
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Dec. 31, 2018
Subsequent Events [Abstract] |
Subsequent Events | Note 22—Subsequent Events Washington Refinery Acquisition On November 26, 2018, we entered into a Purchase and Sale Agreement to acquire U.S. Oil & Refining Co. and certain affiliated entities (collectively, “U.S. Oil”), a privately-held downstream business, for $358 million plus net working capital (the “Washington Refinery Acquisition”). The Washington Refinery Acquisition includes a 42 Mbpd refinery, a marine terminal, a unit train-capable rail loading terminal, and 2.9 MMbbls of refined product and crude oil storage. The refinery and associated logistics system are strategically located in Tacoma, Washington, and currently serve the Pacific Northwest market. On January 11, 2019, we completed the Washington Refinery Acquisition for a total purchase price of $326.7 million, including acquired working capital, consisting of cash consideration of $289.7 million and approximately 2.4 million shares of Par’s common stock issued to the seller of U.S. Oil. The cash consideration was funded in part through cash on hand, proceeds from borrowings under the GS Term Loan Facility (as defined below) of $250.0 million and proceeds from borrowings under a term loan from the Bank of Hawaii of $45.0 million. During December 2018 and January 2019, we incurred $4.2 million and $5.4 million of commitment fees associated with the funding of the Washington Refinery Acquisition, respectively. Such commitment fees are presented as Debt extinguishment and commitment costs on our consolidated statements of operations. We will account for the Washington Refinery Acquisition as a business combination whereby the purchase price will be allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. We are in the process of developing an initial estimate of the fair value of the assets acquired and liabilities assumed as part of the Washington Refinery Acquisition. On January 11, 2019, in connection with the consummation of the Washington Refinery Acquisition, we entered into a new term loan facility with Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto from time to time (the “GS Term Loan Facility”). Pursuant to the GS Term Loan Facility, the lenders made a term loan to the borrowers in the amount of $250.0 million (the “GS Term Loan”) on the closing date. The net proceeds from the GS Term Loan totaled $228.9 million after deducting the original issue discount, deferred financing costs, and commitment and other fees. Loans under the GS Term Loan will bear interest at a rate per annum equal to Adjusted LIBOR (as defined in the GS Term Loan Facility) plus an applicable margin of 6.75% or at a rate per annum equal to Alternate Base Rate (as defined in the GS Term Loan Facility) plus an applicable margin of 5.75%. The GS Term Loan matures on January 11, 2026. On January 9, 2019, we entered into a loan agreement (the “Par Pacific Term Loan Agreement”) with Bank of Hawaii (“BOH”). Pursuant to the Par Pacific Term Loan Agreement, BOH made a loan to the Company in the amount of $45.0 million (the “Par Pacific Term Loan”). During the term of the Par Pacific Term Loan, the interest rate on the outstanding principal balance will be a floating rate equal to 3.50% above the applicable LIBOR rate (as defined in the Par Pacific Term Loan Agreement) subject to an increased default interest rate in the event of a default. The unpaid principal balance of the Par Pacific Term Loan will be due and payable in full on July 9, 2019. In connection with the consummation of the Washington Refinery Acquisition, we assumed an intermediation arrangement (the “Washington Refinery Intermediation Agreement”) with Merrill Lynch Commodities, Inc. ("MLC") that provides a structured financing arrangement based on U.S. Oil’s crude oil and refined products inventories and associated accounts receivables. Under this arrangement, U.S. Oil purchases crude oil supplied from third-party suppliers, and MLC provides credit support for such crude oil purchases. MLC’s credit support can consist of either providing a payment guaranty or causing the issuance of a letter of credit from a third party issuing bank. U.S. Oil holds title to all crude oil and refined products inventories at all times and pledges such inventories, together with all receivables arising from the sales of same, exclusively to MLC. During the remaining term of the Washington Refinery Intermediation Agreement, MLC will make receivable advances to U.S. Oil based on an advance rate of 95% of eligible receivables, up to a total receivables advance maximum of $90.0 million, and additional advances based on crude oil and products inventories. The Washington Refinery Intermediation Agreement expires on December 31, 2019. On March 4, 2019, Laramie entered into a binding agreement to divest an insignificant amount of producing property for approximately $17.5 million.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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