falsePBF Energy Co LLCPBF Holding Co LLC000153450400016450260001566011 0001534504 2020-12-21 2020-12-21 0001534504 pbf:PBFLLCMember 2020-12-21 2020-12-21 0001534504 pbf:PBFHoldingCoLLCMember 2020-12-21 2020-12-21
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 21, 2020
 
 
PBF ENERGY INC.
PBF ENERGY COMPANY LLC
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
 
001-35764
 
45-3763855
Delaware
 
333-206728-02
 
61-1622166
Delaware
 
333-186007
 
27-2198168
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973)
455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Common Stock, par value $.001
 
PBF
 
New York Stock Exchange
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter). ☐
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. ☐
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement.
Closing of 9.25% Senior Secured Notes Offering
On December 21, 2020, PBF Holding Company LLC (“PBF Holding”), a subsidiary of PBF Energy Company LLC (“PBF LLC”), in turn a subsidiary of PBF Energy Inc. (“PBF Energy” and collectively with its consolidated subsidiaries including PBF LLC and PBF Holding, the “Company”) entered into the Supplemental Indenture (the “Supplemental Indenture”) to the Indenture dated May 13, 2020 (as amended from time to time, the “Base Indenture”, together with the Supplemental Indenture, the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), the Guarantors named on the signature pages thereto and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, under which the Issuers issued $250.0 million in aggregate principal amount of 9.25% Senior Secured Notes due 2025 (the “Additional Notes”) at an offering price of 100.25% plus accrued and unpaid interest from and including, November 15, 2020 to, but excluding, December 21, 2020. The initial purchasers (the “Initial Purchasers”) in the offering purchased the Additional Notes pursuant to a private placement transaction conducted under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Issuers received net proceeds of approximately $246.4 million from the offering after deducting the Initial Purchasers’ discount and estimated offering expenses. The Company intends to use the net proceeds for general corporate purposes.
The Additional Notes were issued as additional notes under the Indenture, pursuant to which the Issuers previously issued $1.0 billion of 9.25% Senior Secured Notes due 2025 (the “Existing Notes”, and together with the Additional Notes, the “Notes”). The Additional Notes pay interest semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on May 15, 2021, and the Additional Notes mature on May 15, 2025. The Additional Notes will be treated as a single series with the Existing Notes and will have the same terms as those of the Existing Notes. The Additional Notes and the Existing Notes will vote as one class under the Indenture and will be issued under the same CUSIP as, and be fungible with, the Existing Notes (except that the Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act will be issued under a new temporary CUSIP number to be used during the
40-day
distribution compliance period). After such distribution compliance period, the Additional Notes issued in reliance on Regulation S will have the same CUSIP number as the Existing Notes issued in reliance on Regulation S.
The Notes are guaranteed on a senior secured basis by PBF Services Company LLC, PBF Investments LLC, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, PBF International Inc., Chalmette Refining, L.L.C., PBF Energy Western Region LLC, Torrance Refining Company LLC and Martinez Refining Company LLC (each, a “Guarantor”). The Notes are senior obligations and are initially secured, subject to certain exceptions and permitted liens, on a first-priority basis, by substantially all of the Issuers’ and Guarantors’ present and future assets (other than assets securing the Issuers’ asset based revolving credit agreement (“Revolving Loan”) and other excluded assets) and any future indebtedness and certain hedging obligations which are permitted to be secured on a pari passu basis with the Notes to the extent of the value of the collateral. Initially, the Notes will be the Issuers’ and the Guarantors’ senior secured obligations and will rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Revolving Loan, senior to all of the Issuers’ existing and future indebtedness that is not secured by the collateral (including the Revolving Loan and the existing 7.25% Senior Notes due 2025 and the 6.00% Notes due 2028) and senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. Initially, the Notes are effectively senior to all of the Issuers’ existing and future indebtedness that is not secured by the collateral, to the extent of the value of the collateral owned by the Issuers (subject to permitted liens on such collateral and certain other exceptions). The Notes are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future indebtedness that is secured by liens on assets owned by the Issuers that do not constitute a part of the collateral (including assets securing the Revolving Loan) to the extent of the value of such assets (including the Revolving Loan to the extent of the assets securing such facility).The Notes are structurally subordinated to any existing or future obligations of the Issuers’ subsidiaries that do not guarantee the Notes.
The Indenture contains customary terms, events of default and covenants for an issuer of
non-investment
grade debt securities. These covenants include limitations on the Issuers’ and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue certain preferred stock; make equity distributions, pay dividends on or repurchase capital stock or make other restricted payments; enter into transactions with affiliates; create liens; engage in mergers and consolidations or otherwise sell all or substantially all of the Issuers’ assets; designate subsidiaries as unrestricted subsidiaries; make certain investments; and limit the ability of restricted subsidiaries to make payments to PBF Holding. These covenants are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply or will be modified during a covenant termination event, including when the Notes are rated investment grade.
At any time prior to May 15, 2022, the Issuers may, at their option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 109.250% of the principal amount of the Notes, plus any accrued and unpaid interest to the date of redemption; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption. On or after May 15, 2022, the Issuers may redeem all or part of the Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest to the date of redemption. In addition, prior to May 15, 2022, the Issuers may redeem all or part of the Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest to the date of redemption.
In addition, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes in an amount not to exceed the net cash proceeds of any loan received pursuant to a Regulatory Debt Facility (as defined in the Indenture) at a redemption price (expressed as a percentage of principal amount thereof) of 104.625%, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65% of the original aggregate principal amount of Notes originally issued under the Indenture remains outstanding after the occurrence of each such redemption.
If the Company or any of its Restricted Subsidiaries sell, convey, lease, transfer or otherwise dispose of, whether in a single transaction or a series of related transactions all or substantially all of (x) the assets comprising a refinery or (y) the equity interests of a restricted subsidiary that owns a refinery (each such sale occurring after the Issue Date, a “Refinery Sale”), the Company will be required to make an offer to purchase up to 35% of the original aggregate principal amount of the Notes with an amount equal to the lesser of (x) the refinery sale proceeds and (y) 35% of the original aggregate principal amount of the Notes, at an offer price in cash in an amount equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture.
Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase the Notes at a purchase price of 101% of the principal amount of the Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, in connection with certain asset dispositions, the Issuers may be required to use the net cash proceeds of the asset dispositions (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase.
The Issuers may issue additional Notes from time to time pursuant to the Indenture.
The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Indenture, which includes the form of the certificate for the Notes, a copy of which was previously filed as Exhibit 4.1 to our Current Report on Form
8-K
filed on May 13, 2020 and incorporated herein by reference, and the Supplemental Indenture, a copy of which is filed as Exhibit 4.3 to this Current Report on Form
8-K
and incorporated herein by reference.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of the Registrant.
The information required by Item 2.03 relating to the Additional Notes and the Supplemental Indenture is contained in Item 1.01 of this Current Report on
Form 8-K above
and is incorporated by reference herein.
 
Item 8.01.
Other Events.
On December 16, 2020, PBF Energy issued a press release announcing the pricing of the Additional Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 8.01, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Additional Notes or any other securities of the Company.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No.    Description
4.1    Indenture dated as of May 13, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 13, 2020 (File No. 001-35764)).
4.2    Form of 9.25% Senior Secured Note (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 13, 2020 (File No. 001-35764)).
4.3    Supplemental Indenture dated December 21, 2020, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent.
99.1    Press Release dated December 16, 2020.
104    Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
Date: December 21, 2020     PBF Energy Inc.
    (Registrant)
    By:  
/s/ Trecia M. Canty
    Name:   Trecia M. Canty
    Title:   Senior Vice President, General Counsel and Secretary
Date: December 21, 2020      
    PBF Energy Company LLC
    (Registrant)
    By:  
/s/ Trecia M. Canty
    Name:   Trecia M. Canty
    Title:   Senior Vice President, General Counsel and Secretary
Date: December 21, 2020      
    PBF Holding Company LLC
    (Registrant)
    By:  
/s/ Trecia M. Canty
    Name:   Trecia M. Canty
    Title:   Senior Vice President, General Counsel and Secretary

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2020, among PBF Holding Company LLC, a Delaware limited liability company (the “Company”), PBF Finance Corporation, a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”), the Guarantors, Wilmington Trust, National Association, as trustee (the “Trustee”), paying agent (the “Paying Agent”), registrar (the “Registrar”), transfer agent (the “Transfer Agent”), authenticating agent (the “Authenticating Agent”) and collateral agent (the “Notes Collateral Agent”).

WITNESSETH

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of May 13, 2020 (as amended or supplemented prior to the date hereof, the “Indenture”), pursuant to which the Issuers initially issued, on the date thereof, $1,000,000,000 aggregate principal amount of their 9.25% Senior Secured Notes due 2025 (the “Initial Notes”);

WHEREAS, Section 2.01 of the Indenture provides that Additional Notes may be created and issued from time to time by the Issuers (subject to their compliance with Sections 4.09 and 4.12 of the Indenture) and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes;

WHEREAS, pursuant to Section 2.01(d) of the Indenture, the Issuers are authorized to execute and deliver this Supplemental Indenture without notice to or consent of the Holders to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; and

WHEREAS, the Issuers desire to execute and deliver this Supplemental Indenture for the purpose of issuing on the date hereof an additional $250,000,000 aggregate principal amount of 9.25% Senior Secured Notes due 2025 (the “Additional Notes” and, together with the Initial Notes, the “Notes”).

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

l.     CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.     ADDITIONAL NOTES. As of the date hereof, the Issuers will issue under the Indenture, and the Trustee is directed to authenticate and deliver, the Additional Notes in an aggregate principal amount of $250,000,000, having terms substantially identical in all material respects to the Initial Notes, at an issue price of 100.25% plus accrued and unpaid interest from, and including November 15, 2020, to, but excluding, the date hereof. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase. The Additional Notes will initially bear, in the case of Additional Notes sold under Rule 144A of the Securities Act, the CUSIP number of 69318F AK4 and the ISIN number of US69318FAK49 (which are the same as the Initial Notes sold under Rule 144A of the Securities Act), and, in the case of Additional Notes sold under Regulation S of the Securities Act, (i) until 40 days after the date hereof, the CUSIP number of U70453 AF9 and the ISIN number of USU70453AF92 (which are different from the Initial Notes sold under Regulation S under the Securities Act) and (ii) after the expiration of the 40th day and compliance with the procedures of the Depositary, thereafter, the CUSIP number of U70453 AE2 and the ISIN number of USU70453AE28 (which are the same as the Initial Notes sold under Regulation S under the Securities Act).

3.     NECESSARY ACTIONS. The Issuers hereby represent and warrant that all actions necessary to give effect to this Supplemental Indenture have been taken.

4.     NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

5.     COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

6.     EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7.     THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers.

8.     CONTINUED EFFECT. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect to the Additional Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

9.    INTERCREDITOR AGREEMENT. The parties hereto acknowledge that the Trustee and the Notes Collateral Agent are party to the Collateral Trust and Intercreditor Agreement for the Holders of the Notes issued pursuant to the Indenture prior to the date hereof and that the obligations under the Initial Notes and the Additional Notes constitute the same series of Secured Obligations (as defined in the Collateral Trust and Intercreditor Agreement) and will be subject to and bound by the provisions of the Collateral Trust and Intercreditor Agreement as Holders of Secured Debt (as defined in the Collateral Trust and Intercreditor Agreement).

[Remainder of Page Intentionally Blank.]

 

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Dated: December 21, 2020

 

              ISSUERS:
  PBF HOLDING COMPANY LLC
  PBF FINANCE CORPORATION
By:  

 

  Name:
  Title:
              GUARANTORS
  PBF SERVICES COMPANY LLC
  PBF INVESTMENTS LLC
  DELAWARE CITY REFINING COMPANY LLC
  PBF POWER MARKETING LLC
  PAULSBORO REFINING COMPANY LLC
  TOLEDO REFINING COMPANY LLC
  PBF INTERNATIONAL INC.
  CHALMETTE REFINING, L.L.C.
  PBF ENERGY WESTERN REGION LLC
  TORRANCE REFINING COMPANY LLC
  MARTINEZ REFINING COMPANY LLC
By:  

 

  Name:
  Title:

[Signature Page to Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent

By:  

 

  Name:
  Title:

[Signature Page to Supplemental Indenture Signature Page]

LOGO

PBF Energy Announces Pricing of $250 Million Add-on Offering

of 9.25% Senior Secured Notes Due 2025

PARSIPPANY, NJ – December 16, 2020 – PBF Energy Inc. (NYSE:PBF) (“PBF Energy”) today announced that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), priced an add-on offering of $250.0 million in aggregate principal amount of 9.25% senior secured notes due 2025 (the “Notes”) at an issue price of 100.25% of their face value. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. The Notes will be issued as additional notes under the existing indenture pursuant to which PBF Holding and PBF Finance Corporation previously issued $1,000.0 million aggregate principal amount of 9.25% Senior Secured Notes due 2025. The offering is expected to close on December 21, 2020, subject to customary closing conditions. PBF Holding intends to use the net proceeds from the offering for general corporate purposes.

The Notes will be offered in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offer of the Notes will be made only by means of an offering memorandum to qualified investors and has not been registered under the Securities Act or any applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Statements

Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the company’s expectations with respect to the timing and amount of the offering and the anticipated use of proceeds therefrom. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the company’s filings with the SEC. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

About PBF Energy Inc.

PBF Energy Inc. (NYSE:PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey and Ohio. Our mission is to operate our facilities in a safe, reliable and environmentally responsible

manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

PBF Energy Inc. also currently indirectly owns the general partner and approximately 48% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

###

Contacts:    

Colin Murray (investors)        

ir@pbfenergy.com

Tel: 973-455-7578                    

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973-455-8994