Porter Hedges represented Par Petroleum Corporation (“Par Petroleum”) in the acquisition of Tesoro Hawaii, LLC (“Tesoro Hawaii”) from Tesoro Corporation. Tesoro Hawaii, LLC is an owner of refining, retail and distribution assets located in Hawaii.

Under the terms of the agreement, Par Petroleum, through a wholly-owned subsidiary, will purchase all outstanding membership interests of Tesoro Hawaii, LLC for $75 million in cash, plus net working capital and the market value of inventory at closing. Also included in the purchase price is an earn-out arrangement of up to $40 million payable over three years contingent on certain performance metrics. The transaction has been unanimously approved by the board of directors of Par Petroleum. The acquisition is subject to certain closing conditions, including the successful restart of the refinery and the receipt of required governmental approvals. The transaction is currently expected to be completed in the third quarter of 2013.

The new refining subsidiary will operate as a separate wholly-owned subsidiary of Par Petroleum and will be headquartered in Houston, Texas. Par Petroleum is a Houston-based company that manages and maintains interests in a wide variety of energy-related assets, including natural gas assets located in the Piceance Basin, and a crude oil sourcing, marketing, transportation and logistics business headquartered in Houston, Texas through its wholly-owned subsidiary, Texadian Energy, Inc.

Tesoro Hawaii is an integrated refined productions business serving Hawaii and its population of approximately 1.4 million residents and 8 million annual visitors. The refinery has approximately 94,000 barrels per day of throughput capacity, 2.4 million barrels of crude oil and feedstock storage and 2.5 million barrels of refined products storage. The refinery produces ultra-low sulfur diesel, gasoline, jet fuel, marine fuel and other associated refined products. Tesoro Hawaii’s logistics assets include five refined products terminals, 27 miles of pipelines, a single point mooring terminal and other associated logistics assets. In addition, Tesoro Hawaii owns 31 retail outlets located across the islands of Oahu, Maui and Hawaii.

Porter Hedges previously represented Par Petroleum in its acquisition of SEACOR Energy, Inc. in January 2013.

The Porter Hedges team was led by Corporate Partners James Cowen and Matt Vaughn with assistance from Joyce Soliman, Jason Lloyd, Kevan Richards, Geoff Schultz, Beverly Young, Adam Nalley, Clayton Huff and Maria Hadjialexiou.

For additional information, see the Par Petroleum press release here.

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