00008214832020FYTRUEUpdate to consent exhibit00008214832020-01-012020-12-31iso4217:USD00008214832020-06-30xbrli:shares00008214832021-03-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________________________________________________________________________________________
FORM 10-K/A
(Amendment No. 1)
________________________________________________________________________________________________________________________
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File No. 001-36550
________________________________________________________________________________________________________________________
PAR PACIFIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________________________
Delaware84-1060803
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
 
825 Town & Country Lane, Suite 1500 
Houston,Texas77024
(Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code: (281) 899-4800
Securities registered under Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of Exchange on which registered
Common stock, $0.01 par valuePARRNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  ý 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer¨Accelerated filerý
Non-accelerated filer¨Smaller reporting company☐
Emerging growth company☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

    Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ý

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $358,541,131 based on the closing sales price of the common stock on the New York Stock Exchange on June 30, 2020. As of March 1, 2021, 54,008,527 shares of the registrant’s Common Stock, $0.01 par value, were issued and outstanding.

Documents Incorporated By Reference
Certain information required to be disclosed in Part III of this report is incorporated by reference from the registrant’s definitive proxy statement or an amendment to this report, which will be filed with the SEC not later than 120 days after the end of the fiscal year covered by this report.



TABLE OF CONTENTS
 
 PAGE
  
EXPLANATORY NOTE
  
PART IV
  
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXPLANATORY NOTE

Par Pacific Holdings, Inc. (the “Company,” “we,” “our,” and “us”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amended Form 10-K”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 8, 2021 (the “Original Form 10-K”), to include a revised consent of Deloitte & Touche LLP, our independent registered accounting firm, to correctly reflect the references to registration statements that incorporate by reference the reports of Deloitte & Touche LLP in the Original Form 10-K.
This Amended Form 10-K also updates, amends, and supplements Item 15 of the Original Form 10-K to include the filing of new Exhibits 31.3 and 31.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
No other changes have been made to the Original Form 10-K. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K.

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PART IV 
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this report:
(1)Consolidated Financial Statements (Included under Item 8). The Index to the Consolidated Financial Statements is included on page F-1 of this Annual Report on Form 10-K and is incorporated herein by reference.
(2)Financial Statement Schedules
Schedule I – Condensed Financial Information of Registrant

2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
3.1
3.2
2

4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
3

4.19
4.20
4.21
4.22
4.23
4.24
4.25
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
4

10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
5

10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
Thirteenth Amendment to First Lien ISDA 2002 Master Agreement entered into as of February 11, 2021 by and between U.S. Oil & Refining Co. and Merrill Lynch Commodities, Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021.
10.40
10.41
10.42
10.43
10.44
10.45
14.1
6

21.1
23.1
23.2
31.1
31.2
31.3
31.4
32.1
32.2
101.INS
Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.+
101.SCHInline XBRL Taxonomy Extension Schema Documents. +
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document. +
101.LABInline XBRL Taxonomy Extension Label Linkbase Document. +
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document. +
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document. +
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). +
*Filed herewith.
***
Furnished herewith.
****
Management contract or compensatory plan or arrangement.
#
Confidential treatment has been granted for portions of this exhibit. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the SEC.
+Previously filed or furnished, as applicable



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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 7, 2021.

PAR PACIFIC HOLDINGS, INC.
By:/s/ William Pate
William Pate
President and Chief Executive Officer
By:/s/ William Monteleone
William Monteleone
Chief Financial Officer


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