Bracewell Represents Par Pacific Holdings in $358 Million Acquisition of U.S. Oil & Refining Co.

HOUSTON – Bracewell LLP is representing Par Pacific Holdings, Inc. (NYSE: PARR) with its definitive agreement to acquire U.S. Oil & Refining Co. and certain affiliated entities, a privately held downstream business, for $358 million plus net working capital. Under the terms of the agreement, Par Pacific will purchase 100 percent of the equity interests of U.S. Oil.

The acquisition includes a 42,000 bpd 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. The transaction boosts Par Pacific’s mainland refining and logistics presence by connecting existing assets in Hawaii, the Pacific Northwest and the Rockies to create an integrated downstream network.

The transaction is expected to be funded with proceeds from a $225 million secured term loan and $150 million of equity financing. Committed debt financing is being provided by Goldman Sachs. The transaction is expected to close in January 2019, and is subject to customary closing conditions.

Par Pacific, headquartered in Houston, Texas, owns and operates market-leading energy and infrastructure businesses. Par Pacific’s strategy is to acquire and develop energy and infrastructure businesses in logistically complex markets.

Bracewell lawyers involved in this transaction include:

Partners: Ryan S. Holcomb, Bruce R. Jocz and Timothy A. Wilkins

Associates: Patrick K. Johnson, Christie L. Latimer, Daniel J. Pope and Shannon M. Rice