8-K
PBF Energy Inc. (PBF)
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): August 14, 2023
PBF ENERGY INC.
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35764 | 45-3763855 |
|---|---|---|
| Delaware | 333-186007 | 27-2198168 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
| --- | --- |
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 |
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).
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. ☐
| Item 8.01. | Other Events. |
|---|
Commencement of Notes Offering
On August 14, 2023, PBF Energy Inc. issued a press release announcing that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”) and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (“PBF Finance”), as co-issuers, intend to commence a private offering of $500 million in aggregate principal amount of senior unsecured notes due 2030 (the “Notes Offering”) to eligible purchasers. PBF Holding intends to use the net proceeds from the Notes Offering, together with cash on hand, to fund the redemption of its outstanding 7.25% Senior Notes due 2025 (the “2025 Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Optional Notice of Redemption
On August 14, 2023, PBF Holding exercised its rights under the indenture governing the 2025 Notes to optionally redeem any and all of its outstanding 2025 Notes. At the redemption date of September 13, 2023, the 2025 Notes will be redeemable at a price of 100.000% of the aggregate principal amount thereof plus accrued and unpaid interest. This Current Report on Form 8-K does not constitute a notice of redemption of the 2025 Notes.
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 notes in the Notes Offering, or any other securities of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated August 14, 2023 |
| 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: | August 14, 2023 | PBF Energy Inc. |
|---|---|---|
| (Registrant) | ||
| By: | /s/ Trecia M. Canty | |
| --- | --- | |
| Name: | Trecia M. Canty | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| Date: | August 14, 2023 | PBF Holding Company LLC |
| --- | --- | --- |
| (Registrant) | ||
| By: | /s/ Trecia M. Canty | |
| --- | --- | |
| Name: | Trecia M. Canty | |
| Title: | Senior Vice President, General Counsel and Secretary |
Exibit 99.1
PBF Energy Announces Intention to Offer $500 Million of Senior Notes due 2030
PARSIPPANY, NJ – August 14, 2023 – PBF Energy Inc. (NYSE:PBF) (“PBF Energy”) today announced that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2030 (the “Notes”) in a private offering. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. Completion of the offering is subject to, among other things, pricing and market conditions. PBF Holding intends to use the net proceeds from the proposed offering, together with cash on hand, to fund the redemption of its 7.25% Senior Notes due 2025 (the “2025 Notes”).
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 under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The offer of the Notes will be made only by means of a private offering memorandum to qualified investors and has not been and will not be 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 the Notes and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.
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 risks relating to the proposed offering, the proposed redemption, the securities markets generally and the company’s expectations with respect to the timing and size of the proposed 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 securities laws.
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.
Contacts:
Colin Murray (investors)
ir@pbfenergy.com
Tel: 973-455-7578
Michael C. Karlovich (media)
mediarelations@pbfenergy.com
Tel: 973-455-8994