JWCA ADVISES PAR PACIFIC ON AN EXCHANGE OF THEIR 5.00% CONVERTIBLE NOTES DUE 2021 INTO COMMON EQUITY AND CASH

MAy 2019 | read press release

Transaction Background

With just over 2 years to maturity and the stock price trading above the conversion price, Par Pacific was interested in exploring options for refinancing its convertible due 2021.  Par hired JWCA to help evaluate options and execute an early retirement of its convertible in an efficient manner.

Company objectives:

• Minimize stock price impact

• Reduce leverage, resulting in a stronger go-forward balance sheet

• Improve overall equity float and trading liquidity

JWCA acted as an extension of Par Pacific’s team, mapping out scenarios for:

• Tactics around investor allocation to mitigate stock selling

• Investor targeting and negotiation

Results

The Company executed a successful liability management transaction for its 5.00% convertible notes due 2021:

• Exchanged ~$32mm of their 5.00% convertible senior notes due 2021 for a mix of common equity and cash

• Tactically delivered an amount of common equity equal to the investors’ delta, resulting in no net selling from the transaction

Retired $31.7 million principal amount of debt

• Saved an estimated ~$2.4 million of cash interest over the remaining life

• Issued ~450k fewer shares of common stock than the amount that the exchanged notes would have otherwise been convertible into pursuant to this conversion rate