Par Pacific Holdings Successfully Closes Acquisition of Wyoming Refining Company and Related Logistics Assets

July 14, 2016 

Par Pacific Holdings, Inc. (NYSE MKT: PARR) ("Par Pacific") announced today that it has successfully completed its acquisition of Hermes Consolidated, LLC (dba Wyoming Refining Company) for a total consideration of approximately $271.4 million, including the assumption of approximately $58 million of debt (the "Acquisition"). The Acquisition was funded using a combination of net proceeds from the Company's offering of $115 million aggregate principal amount of 5.00% Convertible Senior Notes due 2021 that closed in June 2016, an offering of $52.6 million aggregate principal amount of 2.50% Convertible Subordinated Bridge Notes that closed contemporaneously with the Acquisition (the "Bridge Notes"), a $65 million term loan to a newly established subsidiary of Par Pacific that closed contemporaneously with the Acquisition, and cash on hand. Par Pacific intends to repay the Bridge Notes, or a portion thereof, with proceeds from an anticipated $50 million offering of transferrable subscription rights to purchase common stock.

The refinery is located in Newcastle, Wyoming and has a processing capacity of 18,000 barrels per day (bpd) as well as related logistics assets throughout the region. One of Wyoming Refining Company's primary downstream markets is the Rapid City, South Dakota area which has several national parks and monuments in the region that attract millions of visitors annually, particularly in the summer months.

"This accretive acquisition adds geographic diversification and demonstrates the continuing execution of our growth strategy," said
William Pate, Par Pacific's President and Chief Executive Officer. "The refinery combined with the logistics assets gives us access to advantaged feedstocks and growing niche refined products markets. We are pleased to welcome Wyoming Refining's management and employees to the Par Pacific organization and look forward to future success."

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