Par Pacific will take about $146m out of a Colorado gas producer it carries at $43.3m, and its cut of the up front cash is 30 percent of a 46 percent stake
A stake Par Pacific carries on its balance sheet at $43.3 million is about to pay out roughly $146 million in cash.
Laramie Energy, a natural gas producer working Garfield, Mesa and Rio Blanco counties in Colorado, agreed on Monday to sell substantially all of its oil and gas assets for $485 million. Par Pacific owns 46 percent of it, a stake it has written down more than once in earlier years. The refiner disclosed the agreement after the close in a Form 8-K, under both Item 7.01 and Item 8.01, and said it will exit the investment when the deal closes.
The buyer is not named. The filing calls it a third-party purchaser and says nothing else about it.
Why 46 percent of the company is 30 percent of the price
Par expects approximately $146 million. Forty six percent of $485 million is $223.1 million. The gap is $77.1 million, and the filing explains the shape of it without sizing it: the figure is stated net of seller debt repayment and closing adjustments and fees.
Laramie's debt is the bulk of that. Par Pacific's most recent quarterly report puts Laramie Energy's term loan at $160.0 million outstanding at 30 June, unchanged from the turn of the year. Forty six percent of $160.0 million is $73.6 million, which covers most of the $77.1 million before any fee is counted. The 8-K does not say what is outstanding today, so this reconciles the gap rather than closing it exactly.
The pattern reverses on the parts of the price that are not up front, and that is the more interesting half of the arithmetic.
Of the $485 million, $60 million is not payable until the fifth anniversary of closing. Par's share of that deferred slice is approximately $27.5 million, which is 45.8 percent. The seller is also eligible for price-contingent earn-out payments of up to $65 million in aggregate, spread across the first through fifth anniversaries. Par's share of that is up to approximately $30 million, which is 46.2 percent.
Both round to the equity interest. Only the up-front cash comes out at 30 percent, because only the up-front cash has a lender standing in front of it.
What the book value is not telling you
The carrying value has been moving up quickly. Par held the investment at $35.8 million at the end of 2025 and $43.3 million at 30 June, with equity earnings of $4.7 million over the half and accretion of a basis difference adding $2.8 million more. The second quarter on its own was an equity loss of $3.1 million.
That $43.3 million is not what Par's share of Laramie is worth on the underlying books. The same note says Par's equity in Laramie's net assets exceeded the carrying value by approximately $56.0 million at 30 June, and gives the reason: other-than-temporary impairments recorded in prior years. Add the two and the underlying figure is about $99.3 million.
So the roughly $146 million is about three and a half times the carrying value and still comfortably above the un-impaired share. Par states no gain on the transaction and none is calculated here.
Terms
Closing is expected by the end of 2026, subject to regulatory approvals and customary closing conditions. The $485 million is subject to working capital and other customary closing date adjustments.
Par Pacific describes itself as running 219,000 barrels a day of refining across four sites in Hawaii, the Pacific Northwest and the Rockies, with 13 million barrels of storage and a marine, rail, rack and pipeline network attached. Its three other equity investments at 30 June were 65 percent of Yellowstone Energy Limited Partnership, 40 percent of Yellowstone Pipeline Company and 63.5 percent of Hawaii Renewables. Each of those sits inside the refining and logistics business. Laramie was the one that did not.
