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PAR PETROLEUM CORP/CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

June 2, 2014

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On June 2, 2014 (the "Execution Date"), Par Petroleum Corporation, a Delaware corporation (the "Company") and its wholly owned indirect subsidiary (the "Merger Sub"), entered into an agreement and plan of merger (the "Merger Agreement") with Koko'oha Investments, Inc., a Hawaii corporation ("Koko'oha"), and Bill D. Mills, in his capacity as the shareholders' representative (the "Shareholders' Representative"). Koko'oha owns 100% of the outstanding membership interests of Mid Pac Petroleum, LLC, a Delaware limited liability company ("Mid Pac"), which is the exclusive licensee of the "76" brand in the State of Hawaii and the owner/operator of several terminals and retail gasoline stations. Pursuant to the Merger Agreement, the Company will acquire 100% of the membership interests of Mid Pac through the merger (the "Merger") of Merger Sub with and into Koko'oha, with Koko'oha being the surviving corporation following the Merger. In connection with the Merger, all of the issued and outstanding common stock of Koko'oha will be converted into the right to receive cash consideration.

Set forth below are certain material terms of the Merger Agreement:

Merger Consideration: The aggregate consideration to be paid in cash at the closing of the Merger Agreement, prior to certain post-closing purchase price adjustments, will be $107.0 million (the "Base Merger Consideration"), minus estimated long-term liabilities, minus a pre-closing price adjustment, if any, plus or minus adjustments for net working capital, and plus estimated merchandise inventory value and product inventory value (the "Merger Consideration"). The Merger Consideration may be reduced if there exists, prior to the closing of the Merger Agreement, a breach of one or more representations, warranties or covenants of Koko'oha or an event or condition that causes, or could be reasonably expected to cause, a total loss of or diminution in, the value of Koko'oha or its subsidiaries or their respective businesses or assets. $500,000 of the Merger Consideration will be deposited into an account designated by the Shareholders' Representative to be used to pay the costs and expenses incurred by the Shareholders' Representative in preforming his duties.

Deposit and Termination: As consideration for Koko'oha's entry into the Merger Agreement, on the Execution Date the Company made a deposit against the Merger Consideration of $10.0 million into an escrow account (the "Initial Deposit"). Within three business days after the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), with respect to the Merger, the Company will deposit an additional $5.0 million into the escrow account (the "Second Deposit" and together with the Initial Deposit, the "Deposit"). The Deposit will be returned to the Company in the event that the Merger Agreement is terminated prior to closing (i) by the mutual agreement of the parties thereto, (ii) by either party for failure to consummate the Merger within 120 days after the Execution Date, (iii) by either party due to a governmental order prohibiting the Merger, (iv) by the Company in the event of certain breaches by Koko'oha of the representations, warranties and covenants contained in the Merger Agreement, and (v) by the Company as a result of a supplemental disclosure by Koko'oha. In the event that the Merger Agreement is terminated for the reasons specified in (iv) and (v) above, the Deposit will be returned to the Company and Koko'oha will pay the Company, as its sole remedy, a termination fee equal to (i) $5.0 million, if such termination occurs prior to the termination or expiration of the HSR Act waiting period, or (ii) $7.5 million, if such termination occurs after the HSR Act waiting period is terminated or expires. In the event that the Merger Agreement is terminated by Koko'oha due to a breach by the Company of its representations, warranties or covenants, or if the Company fails to consummate the Merger in breach of its obligations under the Merger Agreement, Koko'oha will be entitled, as its sole remedy, to retain the Deposit as liquidated damages.

Closing Conditions: The closing of the Merger Agreement is subject to certain customary closing conditions, including obtaining certain third party consents and approvals to the Merger and expiration or early termination of the waiting period under the HSR Act.

Representations, Warranties and Covenants: The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type.

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Post-Closing Escrow: The Merger Agreement provides that the Company will be indemnified for certain breaches of representations, warranties and agreements of Koko'oha and for certain other matters described further below. At closing, a portion of the Merger Consideration (the "Post-Closing Merger Consideration") will be withheld from payment to Koko'oha's shareholders and deposited into an escrow account as the sole source of payment for any indemnification claims made by the Company, including post-Merger price adjustments. The Post-Closing Escrow Amount is initially $22.0 million, subject to proportionate reduction if the Base Merger Consideration is reduced by pre-closing price adjustments. If certain specified events occur after closing of the Merger that reduce the Company's post-Merger transactional risks, the Post-Closing Escrow Amount will be reduced to $10.0 million plus the amount of any then-pending indemnification claims by the Company, and the amount of the reduction will be paid to Koko'oha . . .

Item 2.02 Results of Operations and Financial Condition.

On June 2, 2014, the Company issued a press release reporting the restatement of 2013 results and reporting first quarter 2014 results. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Twelfth Amendment is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On June 2, 2014, the Company and the Company's subsidiary, Hawaii Independent Energy, LLC, issued press releases announcing the Company's acquisition of Koko'oha. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the foregoing information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Twelfth Amendment to Delayed Draw Term Loan Credit Agreement dated as of May 30, 2014, by and among the Company, the Guarantors party thereto, WB Macau55 Ltd. and Jefferies Finance LLC, as administrative agent for the Lender.

99.1 Press Release dated June 2, 2014. 99.2 Press Release dated June 2, 2014. 4



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