Par Pacific to acquire U.S. Oil & Refining Co.

07 December 2018

Par Pacific Holdings, Inc. (Par Pacific) has signed a definitive agreement to acquire U.S. Oil & Refining Co. and certain affiliated entities, a privately-held downstream business, for USD 358M plus net working capital. 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.

U.S. Oil's refinery is located on 139 acres of fee-owned land near Tacoma, WA and currently serves the Pacific Northwest market. The 42,000 bpd refinery has the flexibility to optimize its crude slate based on market conditions; currently, discounted Bakken and Cold Lake crude represent over 95% of its current crude slate. U.S. Oil's diverse logistics assets include 2.9 MMbbls of storage capacity, a proprietary 14-mile jet fuel pipeline, a marine terminal with 15 acres of waterfront property, a unit train rail facility with 107 unloading spots and a truck rack with six truck lanes and 10 loading arms. These assets provide connectivity to Bakken, Canadian and Alaskan crude and Pacific, West Coast, Pacific Northwest and Rockies product markets.

The transaction is expected to be funded with proceeds from a USD 225M secured term loan and USD 150M of equity financing. Committed debt financing is being provided by Goldman Sachs, subject to customary terms and closing conditions. Committed equity financing is being provided by U.S. Oil's financial sponsor, but the Company may alternatively seek equity financing via the capital markets. The transaction is expected to close in January 2019 and is subject to customary closing conditions.