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. ☐
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 |
| | |
| 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 |
