Inventory Financing Agreements

3 Months Ended

Mar. 31, 2025

Inventory Intermediation Agreement

On May 31, 2024, Par Hawaii Refining, LLC (“PHR“), our wholly owned subsidiary, entered into an inventory intermediation agreement with Citigroup Energy Inc. (“Citi”) (the “Inventory Intermediation Agreement”) to support our Hawaii refining operations. Pursuant to the Inventory Intermediation Agreement, Citi will finance and hold title to crude oil in storage tanks and certain crude oil in transit to be consumed by PHR’s refinery located in Kapolei, Hawaii (the “Hawaii Refinery”). In connection with the Inventory Intermediation Agreement, Citi will enter into certain hedging transactions, in each case, on terms and subject to conditions set forth in the Inventory Intermediation Agreement. As of March 31, 2025, and

December 31, 2024, there were $211.5 million and $194.2 million of outstanding obligations under the Inventory Intermediation Agreement, respectively.

Supply and Offtake Agreement

Prior to May 31, 2024, we were a party to a supply and offtake agreement (the “Supply and Offtake Agreement") with J. Aron & Company, LLC (“J. Aron”) to support our Hawaii refining operations. Under the Supply and Offtake Agreement, which was accounted for in a manner consistent with a product financing arrangement, we paid or received certain fees from J. Aron based on changes in market prices over time. The amount due to or from J. Aron was recorded as an adjustment to our Obligations under inventory financing agreements as allowed under the Supply and Offtake Agreement. The Supply and Offtake Agreement expired on May 31, 2024, and we entered into the Inventory Intermediation Agreement.

LC Facility due 2024

Prior to May 31, 2024, PHR, as borrower, the lenders and letter of credit issuing banks were each a party (collectively, the “LC Facility Lenders”) to an Uncommitted Credit Agreement (the “LC Facility Agreement”) whereby the LC Facility Lenders agreed, on an uncommitted and absolutely discretionary basis, to consider making revolving credit loans and issuing and participating in letters of credit in the maximum available amount of $120.0 million in the aggregate (the “LC Facility”) with the right to request an increase up to $350.0 million in the aggregate, subject to certain conditions. Letters of credit issued under the LC Facility were intended to finance and provide credit support for certain of PHR’s purchases of crude oil. The LC Facility was terminated early on May 31, 2024, in connection with the termination of the Supply and Offtake Agreement and entry into the Inventory Intermediation Agreement. We did not have any outstanding borrowings under the LC Facility as of the termination date.

The following table summarizes the inventory intermediation fees, which are included in Cost of revenues (excluding depreciation) on our condensed consolidated statements of operations, and Interest expense and financing costs, net related to the intermediation agreements (in thousands):


	Three Months Ended March 31,
	2025		2024
Net fees and expenses:
Inventory Intermediation Agreement
Inventory intermediation fees (1)	$	5,600	$	—
Interest expense and financing costs, net	332		—
Supply and Offtake Agreement
Inventory intermediation fees (1)	—		19,038
Interest expense and financing costs, net	—		1,784



LC Facility due 2024

Interest expense and financing costs, net	—		618

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(1)Inventory intermediation fees under the Inventory Intermediation Agreement include market structure fees of $4.5 million for three months ended March 31, 2025. Inventory intermediation fees under the Supply and Offtake Agreement include market structure fees of $8.8 million for the three months ended March 31, 2024.