Par Petroleum Corp. has acquired SEACOR Energy Inc. (SEI), an indirect wholly-owned subsidiary of SEACOR Holdings Inc., for a cash purchase price of approximately $14.0 million plus estimated net working capital of approximately $4.0 million at closing. SEI is a transportation, distribution and trading company that is focused in the crude oil arena. Following the acquisition, SEI, which is headquartered in Houston, Texas, was renamed Texadian Energy Inc.
The purchase price for the acquisition was funded with a combination of cash and additional borrowings under an amendment to the company’s existing delayed draw term loan facility referred to as the Tranche B Loan. The lenders under the company’s existing delayed draw term loan are also lenders under the Tranche B Loan. The total commitment of $35 million was drawn at closing, and the Tranche B Loan bears interest at 9.75% and matures on July 1, 2013. The obligations under the Tranche B Loan are secured by a lien on substantially all of the assets of the company and its subsidiaries, including Texadian, but excluding the company’s equity interests in Piceance Energy LLC. In addition to funding a portion of the purchase price, the Tranche B Loan will provide cash collateral for a new $30 million letter of credit facility with Compass Bank that will support Texadian’s crude oil operations.
The fairness, from a financial point of view, of the consideration to be paid by the company in the acquisition and the pricing of the Tranche B Loan, was opined upon for independent members of the Board of Directors of the Company by its independent financial advisor, Stout Risius Ross Inc.
“The addition of Texadian’s transportation and trading business is a significant first step in the growth and expansion of our business plan,” said John T. Young, Jr., the company’s CEO. “We are excited about the addition of the Texadian team and believe that this transaction will be immediately accretive to earnings and cash flow. We expect that the acquisition will pay for itself within two years.”
Par Petroleum is a Houston-based company that manages and maintains interests in a variety of energy-related assets, including natural gas assets located in the Piceance Basin.
The company’s primary asset is a 33.34% minority ownership interest in a joint venture entity called Piceance Energy LLC. The remaining ownership interest is held by Laramie Energy II LLC, who manages the day-to-day operations of the joint venture. Piceance Energy LLC was formed and capitalized in August of 2012 when the Company and Laramie Energy II LLC contributed their respective oil and natural gas assets, surface real estate, and other related assets located in the Piceance Basin geologic province of Colorado to the joint venture entity. These assets are more specifically located within Mesa and Garfield Counties of Colorado and within an approximate 10-mile radius of the heart of the Piceance Basin.