- $310 million base purchase price expected to be funded by cash on hand and existing credit lines
   - Enhances scale and geographic diversification, increasing total throughput capacity to approximately 218,000 bpd
   - Expect over $30 million in commercial and cost synergies
   - Billings refinery and associated marketing and logistics assets enhance Par Pacific’s existing Pacific Northwest market position
   - Well-positioned to source discounted Western Canadian and regional Rockies crude grades through attractive pipeline system
   - Expected to be immediately accretive to Adjusted Net Income and Free Cash Flow per share

Par Pacific Holdings, Inc. (Par Pacific) announced that it has signed a definitive agreement to acquire the 63,000 bpd Billings refinery and associated marketing and logistics assets (collectively, the “Billings Assets”) from ExxonMobil Corporation and two of its subsidiaries for a base purchase price of $310 million, plus hydrocarbon and other inventory to be valued at closing. Par Pacific expects to fund the acquisition with cash on hand and availability under existing credit facilities, based on liquidity of approximately $495 million on September 30, 2022. Hydrocarbon inventory is expected to be financed by a new working capital facility. The transaction is expected to be immediately accretive to Adjusted Net Income and Free Cash Flow per share and is expected to close in the second quarter of 2023, subject to customary closing conditions.

“This acquisition will significantly enhance our scale and geographic diversification and underpins our focus on pursing strategic growth initiatives,” said William Pate, President and Chief Executive Officer of Par Pacific. “We look forward to welcoming the dedicated and highly skilled Billings employees to our team. This acquisition expands our fully integrated downstream network in the western United States.”

The 63,000 bpd Billings refinery is a high-conversion, complex refinery, which processes low-cost Western Canadian and regional Rocky Mountain crude oil grades. Par Pacific is evaluating renewable fuels opportunities to supplement the refinery’s conventional fuel production and utilize its existing market position in Washington to reduce the carbon intensity of its fuel sales in accordance with the recently enacted Washington low-carbon fuel standard.

In addition to the refining assets, the transaction includes a 65% interest in an adjacent cogeneration facility and an expansive PADD IV & V marketing and logistics network. The logistics assets include the wholly-owned 70-mile, 55,000 bpd Silvertip Pipeline, a 40% interest in the 750-mile, 65,000 bpd Yellowstone refined products pipeline, and seven refined product terminals. Total storage capacity across the refinery and logistics locations totals 4.1 MMbbls. The acquisition also includes a long-term ExxonMobil-branded fuels marketing arrangement to supply approximately 300 retail locations.

About Par Pacific

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy, infrastructure, and retail businesses. Par Pacific’s strategy is to acquire and develop businesses in logistically complex, niche markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with 94,000 bpd of operating refining capacity, a logistics system supplying the major islands of the state and 90 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 61,000 bpd of combined refining capacity, related multimodal logistics systems, and 29 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.

About ExxonMobil

ExxonMobil, one of the largest publicly traded international energy and petrochemical companies, creates solutions that improve quality of life and meet society’s evolving needs.

The corporation’s primary businesses - Upstream, Product Solutions and Low Carbon Solutions - provide products that enable modern life, including energy, chemicals, lubricants, and lower-emissions technologies. ExxonMobil holds an industry-leading portfolio of resources, and is one of the largest integrated fuels, lubricants and chemical companies in the world.