Par Pacific Holdings, Inc. announced that it has successfully completed its previously announced acquisition of U.S. Oil & Refining Co. and certain affiliated entities (collectively, "U.S. Oil"), a privately-held downstream business, for $358 million plus net working capital. The transaction was financed with proceeds from a $250 million Term Loan B issuance, a $45 million Par Pacific Term Loan funded by Bank of Hawaii ("BOH"), the issuance of approximately 2.4 million shares of Par Pacific common stock to the seller of U.S. Oil, and available liquidity. These shares represent the initial tranche of shares issuable to the seller at closing. Par Pacific elected not to exercise its right to issue additional shares to the seller to fund the transaction. Additionally, the Company has executed a non-binding term sheet with BOH that contemplates replacing the Par Pacific Term Loan with a newly-issued loan secured by certain unencumbered real estate assets in the State of Hawaii.

"We are pleased to close the U.S. Oil transaction, which balances our Pacific and mainland market exposure," said William Pate, President and CEO of Par Pacific. "We expect the transaction to be immediately accretive to our 2019 earnings and cash flow. We would like to take this opportunity to welcome our new colleagues to the Par Pacific organization."

About Par Pacific Holdings

Par Pacific Holdings, Inc. (NYSE: PARR), headquartered in Houston, Texas, owns and operates market-leading energy and infrastructure businesses. Par Pacific's strategy is to acquire and develop energy and infrastructure businesses in logistically complex markets. Par Pacific owns and operates one of the largest energy networks in Hawaii with 148,000-bpd of combined refining capacity, a logistics system supplying the major islands of the state and 91 retail locations. In the Pacific Northwest and the Rockies, Par Pacific owns and operates 60,000-bpd of combined refining capacity, related multimodal logistics systems and 33 retail locations. Par Pacific also owns 46% of Laramie Energy, LLC, a natural gas production company with operations and assets concentrated in Western Colorado.