PAR PACIFIC HOLDINGS, INC.PARR
PAR PACIFIC HOLDINGS, INC. Debt Disclosure
Debt
The following table summarizes our outstanding debt (in thousands):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Renewables LC Facility due 2026 | $ | — | $ | — | |||||||
ABL Credit Facility due 2028 | 175,000 | 483,000 | |||||||||
Term Loan Credit Agreement due 2030 | 633,625 | 640,125 | |||||||||
| Other long-term debt | 6,205 | 4,108 | |||||||||
| Principal amount of long-term debt | 814,830 | 1,127,233 | |||||||||
| Less: unamortized discount and deferred financing costs | (11,960) | (14,266) | |||||||||
| Total debt, net of unamortized discount and deferred financing costs | 802,870 | 1,112,967 | |||||||||
| Less: current maturities, net of unamortized discount and deferred financing costs | (4,930) | (4,885) | |||||||||
| Long-term debt, net of current maturities | $ | 797,940 | $ | 1,108,082 | |||||||
Annual maturities of our long-term debt for the next five years and thereafter are as follows (in thousands):
| Year Ended | Amount Due | |||||||
| 2026 | $ | 7,538 | ||||||
| 2027 | 7,591 | |||||||
| 2028 | 182,647 | |||||||
| 2029 | 7,707 | |||||||
| 2030 | 608,478 | |||||||
| Thereafter | 869 | |||||||
| Total | $ | 814,830 | ||||||
As of December 31, 2025, and December 31, 2024, we had $44.5 million and $110.2 million in letters of credit outstanding under the ABL Credit Facility, as defined below, respectively. As of December 31, 2025, we had no letters of credit outstanding under the Renewables LC Facility, as defined below. We had $85.9 million and $57.1 million in surety bonds outstanding as of December 31, 2025, and December 31, 2024, respectively.
Under the Renewables LC Facility, the ABL Credit Facility, and the Term Loan Credit Agreement, defined below, our subsidiaries are restricted from paying dividends or making other equity distributions, subject to certain exceptions.
Renewables LC Facility due 2026
In connection with the Renewables Intermediation Agreement, on December 16, 2025, Hawaii Renewables entered into a Letter of Credit Facility Agreement (the “Renewables LC Facility Agreement”) with Wells Fargo, pursuant to which Wells Fargo agreed, in its sole discretion, to consider issuing documentary letters of credit for the account of Hawaii Renewables in the maximum available amount of $25.0 million in the aggregate (the “Renewables LC Facility”). Proceeds of drawings under such letters of credit will be used to make payments to Hawaii Renewables’ suppliers of renewables feedstock when due and payable under the respective supply contracts. The Renewables LC Facility will mature, and the obligations thereunder will terminate on December 16, 2026. As of December 31, 2025, we had no letters of credit outstanding under the Renewables LC Facility .
The revolving credit loans under the Renewables LC Facility bear interest at a SOFR rate plus the applicable margin of 1.50%, payable in arrears on the first business day of each March, June, September, and December, as more particularly described in the Renewables LC Facility Agreement.
Hawaii Renewables has agreed to pay certain fees and commissions with respect to letters of credit under the Renewables LC Facility, including, but not limited to, (i) a fronting fee for each letter of credit equal to 0.100% of the original
face amount of such letter of credit, (ii) with respect to each letter of credit, a letter of credit fee in an amount equal to 1.250% per annum, (iii) an unused line fee equal to 0.375% per annum, and (iv) such other customary commissions, fees and charges imposed by, and such other expenses incurred by, Wells Fargo, as more particularly described in the Renewables LC Facility Agreement. Each such fees are payable in arrears on the first business day of each March, June, September, and December and on the date on which all obligations of Hawaii Renewables are repaid in full and the Renewables Intermediation Agreement terminates. The Renewables LC Facility also requires Hawaii Renewables to comply with covenants that restrict Hawaii Renewables’ ability to take certain actions.
ABL Credit Facility due 2028
On April 26, 2023, in connection with the Billings Acquisition, we repaid in full and terminated the loan and security agreements with certain lenders and Bank of America, N.A., as administrative agent and collateral agent and entered into an Asset-Based Revolving Credit Agreement with certain lenders, and Wells Fargo Bank, National Association, as administrative agent and collateral agent (as amended from time to time, the “ABL Credit Facility”), providing for a senior secured asset-based revolving credit facility in an initial aggregate principal amount of up to $150 million and secured by a first priority lien over certain of our assets and other personal property, subject to certain customary exceptions.
In accordance with ASC Topic 470, “Debt”, we accounted for the ABL Credit Facility as a debt modification and unamortized deferred financing costs/modification costs of $0.7 million were rolled into the ABL Credit Facility and will be amortized over the remaining term of the ABL Credit Facility.
On May 30, 2023, the ABL Credit Facility was amended (“ABL Credit Facility Billings Amendment”) in order to, among other things, increase the commitment amount by $450 million, adjust the borrowing base to account for the Billings Acquisition assets, and fund an escrow account to purchase a portion of the hydrocarbon inventory associated with the Billings Acquisition. Initially the ABL Credit Facility permitted the issuance of letters of credit of up to $65 million; with the ABL Credit Facility Billings Amendment this amount increased to $250 million.
On October 4, 2023, we entered into the Second Amendment to the ABL Credit Facility. The Second Amendment to the ABL Credit Facility provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $900 million, (ii) future incremental increases up to $400 million, (iii) the designation of U.S. Oil as a borrower under the ABL Credit Facility, (iv) the grant of a security interest in all or substantially all of the assets of each of U.S. Oil and certain affiliated entities’ to secure the obligations under the ABL Credit Facility, and (v) amendments to certain defined terms and provisions in the ABL Credit Facility agreement.
On March 22, 2024, we entered into the Third Amendment (the “Third Amendment”) to the ABL Credit Facility. The Third Amendment provided for, among other things, (i) incremental commitments that increase the total revolver commitment under the ABL Credit Facility to $1.4 billion, (ii) future incremental increases up to $400 million, (iii) the joinder of PHR to the ABL Credit Facility as a Borrower and (iv) certain other amendments to the ABL Credit Facility to permit a new intermediation facility in favor of PHR. We recorded deferred financing costs of $3.8 million related to the Third Amendment that will be amortized over the remaining term of the ABL Credit Facility.
On May 31, 2024, in connection with the entry into the Inventory Intermediation Agreement, PHR entered into a Joinder Agreement, as a borrower to the ABL Credit Facility. As of December 31, 2025, the ABL Credit Facility had $175 million outstanding in revolving loans and a borrowing base of approximately $1.0 billion. The ABL Credit Facility will mature and the commitments thereunder will terminate on April 26, 2028. As of December 31, 2025, we had $750.5 million of availability under the ABL Credit Facility.
The interest rates applicable to borrowings under the ABL Credit Facility are based on a fluctuating rate of interest measured by reference to either, at our option, (i) a base rate plus an applicable margin or (ii) an Adjusted Term SOFR rate plus an applicable margin. The initial applicable margin for borrowings under the ABL Credit Facility is 0.50% per annum with respect to base rate borrowings and 1.50% per annum with respect to SOFR borrowings, and the applicable margin for such borrowings after June 30, 2023, will be based on the our quarterly average excess availability as determined by reference to a borrowing base, ranging from 0.25% per annum to 0.75% per annum with respect to base rate borrowings and from 1.25% per annum to 1.75% per annum with respect to SOFR borrowings. We also pay a de minimis fee for any undrawn amounts available under the ABL Credit Facility. The effective interest rate was 6.01% and 6.97% for the years ended December 31, 2025 and 2024, respectively.
Under the ABL Credit Agreement, the applicable margins for the ABL Credit Facility and advances under the ABL Credit Facility are as specified below:
| Level | Arithmetic Mean of Daily Availability (as a percentage of the borrowing base) | Term SOFR Loans | Base Rate Loans | |||||||||||||||||
| 1 | >50% | 1.25% | 0.25% | |||||||||||||||||
| 2 | >30% but ≤50% | 1.50% | 0.50% | |||||||||||||||||
| 3 | ≤30% | 1.75% | 0.75% | |||||||||||||||||
The ABL Credit Facility includes certain customary affirmative and negative covenants, including a minimum financial fixed charge coverage ratio and a minimum borrower group fixed charge coverage ratio. In addition, the covenants limit our ability and the ability of our restricted subsidiaries to incur indebtedness, grant liens, make investments, engage in acquisitions, mergers, or consolidations, engage in certain hedging transactions, and pay dividends and other restricted payments.
Term Loan Credit Agreement due 2030
On February 28, 2023, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (“Lenders”). Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $550.0 million at a price equal to 98.5% of its face value. The initial loan bore interest at SOFR, plus the applicable margin of 4.25% and base rate, plus applicable margin of 3.25%; all rates are as defined below. The net proceeds were used to refinance our Term Loan B Facility and repurchase our outstanding 7.75% Senior Secured Notes and 12.875% Senior Secured Notes and any remaining net proceeds were used for general corporate purposes. We recognized an aggregate of $2.8 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023.
On April 8, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 1 to Term Loan Credit Agreement (“Amendment No. 1 to Term Loan Credit Agreement”). Amendment No. 1 to Term Loan Credit Agreement provided for, among other things, (i) a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and SOFR loans will bear interest at the applicable base rate plus 2.75% and 3.75%, respectively, and (ii) the elimination of the Term SOFR Adjustment of 10 basis points with respect to loans under the Term Loan Credit Agreement.
On November 25, 2024, the Term Loan Credit Agreement was amended by the Amendment No. 2 to Term Loan Credit Agreement (“Amendment No. 2 to Term Loan Credit Agreement”). Amendment No. 2 to Term Loan Credit Agreement provided for, among other things, an increase to the size of the term loan from $550.0 million to an aggregate initial principal balance of $650.0 million. We recorded deferred financing costs of $0.5 million related to the Amendment No. 2 to Term Loan Credit Agreement that will be amortized over the remaining term.
On December 17, 2025, the Term Loan Credit Agreement was amended by the Amendment No. 3 to Term Loan Credit Agreement (“Amendment No. 3 to Term Loan Credit Agreement”). Amendment No. 3 to Term Loan Credit Agreement provided for, among other things, a reduction in the Applicable Margin under the Term Loan Credit Agreement by 50 basis points, such that base rate loans and SOFR loans will bear interest at the applicable base rate plus 2.25% and 3.25%, respectively. We recognized an aggregate of $1.1 million in debt modification costs in connection with the refinancing, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2025.
The Term Loan Credit Agreement bears interest at a fluctuating rate per annum equal to either a SOFR rate or base rate “Base Rate”, provided that the Base Rate shall not be below 1.5%, as defined in the Term Loan Credit Agreement. The SOFR rate and Base Rate definitions are summarized below:
| SOFR Rate loan | Secured overnight financing rate plus the applicable margin of 3.25% per annum with a stepdown in the applicable margin of 0.25% in the event the Company’s credit rating is upgraded to Ba3/BB-, | ||||
| Base Rate loan | A per annum rate plus the applicable margin of 2.25%. The base rate is the greatest of: | ||||
| • | a rate as calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (“Federal Funds Rate”) for such day, plus 0.5%; | ||||
| • | a rate equal to adjusted term SOFR for a one month interest period as of such day plus 1.0%; or | ||||
| • | a rate as announced by Wells Fargo (the “Prime Rate”). | ||||
The Term Loan Credit Agreement requires quarterly payments of $1.6 million on the last business day of each March, June, September and December, with the balance due upon maturity. The Term Loan Credit Agreement matures on February 28, 2030.
7.75% Senior Secured Notes
On February 28, 2023, we repurchased and cancelled $260.6 million in aggregate principal amount of the 7.75% Senior Secured Notes at a repurchase price of 102.12% of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 7.75% Senior Secured Notes at a repurchase price of 101.94% of the aggregate principal amount repurchased. In connection with the termination of the 7.75% Senior Secured Notes, we recognized debt extinguishment costs of $5.9 million associated with debt repurchase premiums and $3.4 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. Our 7.75% Senior Secured Notes bore interest at a rate of 7.75% per year (payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2018).
Term Loan B Facility
On February 28, 2023, we terminated and repaid all amounts outstanding under the Term Loan B Facility. We recognized debt extinguishment costs of $1.7 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The Term Loan B Facility bore interest at a rate per annum equal to Adjusted LIBOR (as defined in the Term Loan B Facility) plus an applicable margin of 6.75% or at a rate per annum equal to Alternate Base Rate (as defined in the Term Loan B Facility) plus an applicable margin of 5.75%. In addition to the quarterly interest payments, the Term Loan B Facility required quarterly principal payments of $3.1 million.
12.875% Senior Secured Notes
On February 28, 2023, we repurchased and cancelled $29 million in aggregate principal amount of the 12.875% Senior Secured Notes at a repurchase price of 109.044% of the aggregate principal amount repurchased. On March 17, 2023, we repurchased and cancelled all remaining outstanding 12.875% Senior Secured Notes at a repurchase price of 108.616% of the aggregate principal amount repurchased. In connection with the termination of the 12.875% Senior Secured Notes, we recognized debt extinguishment costs of $2.8 million associated with debt repurchase premiums and $1.1 million associated with unamortized deferred financing costs, which were recorded in Debt extinguishment and commitment costs on our consolidated statement of operations for the year ended December 31, 2023. The 12.875% Senior Secured Notes bore interest at an annual rate of 12.875% per year (payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021).
Other long-term debt
On June 7, 2023, we entered into two promissory notes with a third-party lender to acquire land in Kahului, Hawaii, and Hilo, Hawaii, totaling $5.1 million. The notes bear interest at a fixed rate of 4.625% per annum and are payable on the first day of each month, commencing on July 1, 2023, until maturity. The promissory notes are unsecured and mature on June 7, 2030.
On September 9, 2025, we entered into a promissory note with a third-party lender to acquire land in Lihue, Hawaii, for $2.8 million. The note bears interest at a fixed rate of 5.7% per annum and is payable on the first day of each month, commencing on November 1, 2025, until maturity. The promissory note is unsecured and matures on September 23, 2032.
Cross Default Provisions
Included within each of our debt agreements are affirmative and negative covenants and customary cross default provisions that require the repayment of amounts outstanding on demand unless the triggering payment default or acceleration is remedied, rescinded, or waived. As of December 31, 2025, we were in compliance with all of our debt instruments.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.