8-K - PBF - Equibles

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): March 30, 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<br><br>of incorporation or organization)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>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)

_____________________________________________

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))

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 12-b-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 8.01 - Other Events.

On March 30, 2020, PBF Energy Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release announcing a number of decisive steps taken as part of a strategic plan for the Company to navigate current extraordinary and volatile markets, including a planned sale of five specified hydrogen plants, reduction in 2020 cash outlays through lowered capital and operating expenses, dividend suspension and other deferrals.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 post-acquisition plans, objectives, expectations and intentions with respect to future earnings and operations of the Martinez refinery and/or its West Coast operations, including the renewable fuels project. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated March 30, 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:	March 30, 2020	PBF Energy Inc.
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel
Date:	March 30, 2020	PBF Energy Company LLC
---	---	---	---
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel
Date:	March 30, 2020	PBF Holding Company LLC
---	---	---	---
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel

		Exhibit

PBF Energy Announces Planned $530 million Hydrogen Plant Sales, Reduction in 2020 Cash Outlays by Over $500 million through Lowered Capital and Operating Expenses, Dividend Suspension and Other Deferrals

PARSIPPANY, NJ– March 30, 2020 – PBF Energy Inc. (NYSE: PBF) today announced a number of decisive steps taken as part of a strategic plan for PBF to navigate current extraordinary and volatile markets. The company has taken the following aggressive steps to increase PBF’s flexibility and responsiveness:

•	Entered into a letter of intent with Air Products and Chemicals, Inc. (NYSE: APD) to monetize five hydrogen plants for cash proceeds of $530 million, with a targeted transaction close in April. PBF will enter into off-take arrangements for hydrogen on terms in line with similar arrangements in place throughout its refining system;
•	Reducing Capital Expenditures by $240 million, a 35% reduction to our previous 2020 guidance, including the Martinez refinery, and a more than 45% reduction of our projected spend for the remainder of 2020. We intend to satisfy all required safety, environmental and regulatory capital commitments;
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•	Lowering 2020 operating expenses by approximately $125 million, driven by a significant reduction in discretionary activities and third party services;
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•	Reducing corporate overhead expenses by over $20 million on an annual basis primarily through salary reductions. Specifically, the Board and Executive Leadership have reduced their compensation by 50%, while Chairman and CEO Thomas Nimbley’s salary has been reduced by 67%. In addition, more than 50% of our corporate and non-represented employees have also reduced their salaries; and
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•	Suspending PBF’s quarterly dividend of $0.30 per share, anticipated to preserve approximately $35 million of cash each quarter to support the balance sheet.
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“The board and management of PBF Energy have acted swiftly and decisively to secure our business in these unprecedented markets. We are also taking necessary steps to ensure the safety of our employees,” said PBF’s Chairman and Chief Executive Officer Tom Nimbley. “We are focused on generating and preserving the liquidity needed for the duration of the near-term, economic impacts of stay-at-home orders and the longer-term recovery of demand for our products. Discussions with suppliers and service providers are actively occurring and we’re grateful for their cooperation. We have not taken any of these decisions lightly and recognize how our decisions affect others. We will continue to adjust our operations to the evolving market conditions and will provide further updates as appropriate.”

Throughput Guidance

As a result of changing markets, our previously-provided throughput guidance is withdrawn. We are currently operating our refineries at minimum rates, a throughput reduction of approximately 30 percent versus our expectations. As the market conditions develop and the demand outlook becomes clearer, we will continue to adjust our operations in response.

Forward-Looking Statements

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