| CREDIT FACILITIES AND DEBT | CREDIT FACILITIES AND DEBT Debt outstanding consisted of the following: (in millions) December 31, December 31, 2028 Senior Notes $ 801.6 $ 801.6 2030 Senior Notes 500.0 — 2025 Senior Notes — 664.5 PBFX 2023 Senior Notes — 525.0 Revolving Credit Facility — — PBFX Revolving Credit Facility — — Catalyst financing arrangements — 4.0 1,301.6 1,995.1 Less—Current debt — (524.2) Unamortized (discount) premium (3.2) 0.2 Unamortized deferred financing costs (52.5) (36.2) Long-term debt $ 1,245.9 $ 1,434.9 As of December 31, 2023, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements. 2028 Senior Notes On January 24, 2020, PBF Holding entered into an indenture among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $1.0 billion in aggregate principal amount of the 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The Issuers received net proceeds of approximately $987.0 million from the offering after deducting the initial purchasers’ discount and offering expenses. The Company primarily used the net proceeds to fully redeem the 7.00% senior notes due 2023 (the “2023 Senior Notes”), including accrued and unpaid interest, on February 14, 2020, and to fund a portion of the cash consideration for the acquisition of the Martinez refinery and related logistics assets. The difference between the carrying value of the 2023 Senior Notes on the date they were reacquired and the amount for which they were reacquired has been classified as loss on extinguishment of debt in the Consolidated Statements of Operations. The 2028 Senior Notes included a registration rights arrangement whereby the Issuer and the Guarantors agreed to file with the U.S. Securities and Exchange Commission and use commercially reasonable efforts to consummate an offer to exchange the 2028 Senior Notes for an issue of registered notes with terms substantially identical to the notes not later than 365 days after the date of the original issuance of the notes. This registration statement was declared effective on October 14, 2020 and the exchange was consummated during the fourth quarter of 2020. As such, the Company did not have to transfer any consideration as a result of the registration rights agreement and thus no loss contingency was recorded. The 2028 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2028 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future indebtedness, including the PBF Holding’s asset-based revolving credit facility (“Revolving Credit Facility”) and the 7.875% senior unsecured notes due 2030 (the “2030 Senior Notes”). The 2028 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2028 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2028 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. In addition, the 2028 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2028 Senior Notes are rated investment grade. Subsequent to February 15, 2023, the Issuers may redeem all or part of the 2028 Senior Notes, in each case at the redemption prices described in the indenture, together with any accrued and unpaid interest through the date of redemption. During 2021, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in the extinguishment of $173.5 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $109.3 million and the Company recognized a $62.4 million gain on the extinguishment of debt during the year ended December 31, 2021. During 2022, the Company made a number of open market repurchases of its 2028 Senior Notes that resulted in the extinguishment of $24.9 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2028 Senior Notes, excluding accrued interest, totaled $21.1 million and the Company recognized a $3.6 million gain on the extinguishment of debt during the year ended December 31, 2022. 2030 Senior Notes On August 21, 2023, PBF Holding entered into an indenture among the Issuers, the Guarantors, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $500.0 million in aggregate principal amount of the 2030 Senior Notes, at an issue price of 99.324%. The Issuers received net proceeds of approximately $488.8 million from the offering after deducting the initial purchasers’ discount and offering expenses. The Company used the net proceeds, together with cash on hand, to fully redeem the outstanding 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”), including accrued and unpaid interest, on September 13, 2023. The 2030 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2030 Senior Notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Revolving Credit Facility and the 2028 Senior Notes. The 2030 Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2030 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2030 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries. In addition, the 2030 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the incurrence of additional indebtedness, equity issuances, and payments. Many of these covenants will cease to apply or will be modified if the 2030 Senior Notes are rated investment grade. At any time prior to September 15, 2026, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2030 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.875% of the principal amount of the 2030 Senior Notes, plus any accrued and unpaid interest through the date of redemption; provided that at least 65% of the aggregate principal amount of the notes originally issued under the indenture governing the 2030 Senior Notes remains outstanding immediately after the occurrence of each such redemption. On or after September 15, 2026, the Issuers may redeem all or part of the 2030 Senior Notes, in each case at the redemption prices described in the indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to September 15, 2026, the Issuers may redeem all or part of the 2030 Senior Notes at a “make-whole” redemption price described in the indenture, together with any accrued and unpaid interest through the date of redemption. 2025 Senior Notes On May 30, 2017, PBF Holding entered into an indenture among the Issuers, the Guarantors, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $725.0 million in aggregate principal amount of 2025 Senior Notes. The Issuers received net proceeds of approximately $711.6 million from the offering after deducting the initial purchasers’ discount and offering expenses, all of which was used to fund the cash tender offer (the “Tender Offer”) for any and all of its outstanding 8.25% Senior Secured Notes due 2020 (the “2020 Senior Secured Notes”), to pay the related redemption price and accrued and unpaid interest for any 2020 Senior Secured Notes which remained outstanding after the completion of the Tender Offer, and for general corporate purposes. During 2021, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in the extinguishment of $55.5 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $37.5 million and the Company recognized a $17.5 million gain on the extinguishment of debt during the year ended December 31, 2021. During 2022, the Company made a number of open market repurchases of its 2025 Senior Notes that resulted in the extinguishment of $5.0 million in principal. Total cash consideration paid to repurchase the principal amount outstanding of the 2025 Senior Notes, excluding accrued interest, totaled $4.8 million and the Company recognized a $0.2 million gain on the extinguishment of debt during the year ended December 31, 2022. During 2023, the Company exercised its rights under the indenture governing the 2025 Senior Notes to redeem all of the outstanding 2025 Senior Notes at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Notes approximated $664.5 million plus accrued and unpaid interest. The difference between the carrying value of the 2025 Senior Notes on the date they were redeemed and the amount for which they were redeemed was recorded as a loss on extinguishment of debt in the Consolidated Statements of Operations. The redemption was financed using proceeds from the 2030 Senior Notes and cash on hand. 2025 Senior Secured Notes On May 13, 2020, PBF Holding entered into an indenture among the Issuers, the Guarantors, and Wilmington Trust, National Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent, under which the Issuers issued $1.0 billion in aggregate principal amount of 9.25% senior secured notes due 2025 (the “initial 2025 Senior Secured Notes”). On December 21, 2020 PBF Holding issued an additional $250.0 million in aggregate principal amount of tack on 9.25% senior secured notes due 2025 (the “additional 2025 Senior Secured Notes”). The additional 2025 Senior Secured Notes were issued at an offering price of 100.25% plus accrued and unpaid interest from and including, November 15, 2020. The additional 2025 Senior Secured Notes were issued under the indenture governing the initial 2025 Senior Secured Notes and, together with the additional 2025 Senior Secured Notes, the (“2025 Senior Secured Notes”). During 2022, the Company exercised its rights under the indenture governing the 2025 Senior Secured Notes to redeem all of the outstanding 2025 Senior Secured Notes at a price of 104.625% of the aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Secured Notes approximated $1.3 billion plus accrued and unpaid interest. The difference between the carrying value of the 2025 Senior Secured Notes on the date they were redeemed and the amount for which they were redeemed was $69.9 million and was recorded as a loss on extinguishment of debt in the Consolidated Statements of Operations. The redemption was funded using cash on hand. PBFX 2023 Senior Notes On May 12, 2015, PBFX entered into an indenture among PBFX and PBF Logistics Finance Corporation, a Delaware corporation and wholly-owned subsidiary of PBFX (together with PBFX, the “PBFX Issuers”), the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee, under which the PBFX Issuers issued $350.0 million in aggregate principal amount of 6.875% Senior Notes due 2023. On October 6, 2017, PBFX entered into a supplemental indenture for the purpose of issuing an additional $175.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 (together with the initially issued notes, the “PBFX 2023 Senior Notes”). The additional amount of the PBFX 2023 Senior Notes were issued at 102% of face value, or an effective interest rate of 6.442%. The additional amount of the PBFX 2023 Senior Notes were treated as a single series with the initially issued PBFX 2023 Senior Notes and had the same general terms as those of the initially issued PBFX 2023 Senior Notes. PBFX had optional redemption rights to repurchase all or a portion of the PBFX 2023 Senior Notes at varying prices which are no less than 100% of the principal amount, plus accrued and unpaid interest. The holders of the PBFX 2023 Senior Notes had repurchase options exercisable only upon a change in control, certain asset dispositions, or in event of default as defined in the indenture. During 2023, the Company redeemed the $525.0 million in aggregate principal amount outstanding of its PBFX 2023 Senior Notes, inclusive of unamortized premium and deferred financing costs as of the redemption date. The PBFX 2023 Senior Notes were redeemed at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest through the date of redemption. The redemption was funded using cash on hand. PBF Holding Revolving Credit Facility On August 23, 2023, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amended and restated asset-based revolving credit agreement, among PBF Holding, Bank of America, National Association as administrative agent, and certain other lenders (the “Revolving Credit Agreement”). The Revolving Credit Agreement amended and restated the previously existing revolving credit agreement dated as of May 2, 2018 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended the Revolving Credit Facility through August 2028 and increased the maximum commitment amount under the facility to $3.5 billion from $2.85 billion. The commitment fees on the unused portion, the interest rate on advances and the fees for letters of credit are generally consistent with the Prior Credit Agreement. The Revolving Credit Facility contains representations, warranties and covenants by PBF Holding and the other borrowers, as well as customary events of default and indemnification obligations that are consistent with those in the Prior Credit Agreement. PBF Holding may from time to time by written notice to the Administrative Agent (as defined in the Revolving Credit Agreement) elect to request after the commencement of the revolving availability period and prior to the revolving maturity date, increases to the existing revolving commitments by an amount not in excess of an aggregate amount equal to the sum of (1) $500.0 million, plus (2) an amount equal to all voluntary prepayments that have resulted in permanent reductions of the revolving commitments, plus (3) solely after the use of the amount set forth in clause (1), an amount equal to suppressed availability determined as of the date of such notice. Each such notice shall specify (i) the date on which PBF Holding proposes that the increased or new revolving commitments shall be effective, which shall be a date not less than 5 business days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee (as defined in the Revolving Credit Agreement) to whom PBF Holding proposes any portion of such increased or new revolving commitments be allocated and the amounts of such allocations; provided that any existing lender approached to provide all or a portion of the increased or new revolving commitments may elect or decline, in its sole discretion, to provide such increased or new revolving commitment. Borrowings under the Revolving Credit Facility bear interest at the Alternative Base Rate plus the Applicable Margin or at the Term SOFR Rate plus the Applicable Margin (all as defined in the Revolving Credit Agreement). The Applicable Margin ranges from 0.25% to 1.00% for Alternative Base Rate Loans and from 1.25% to 2.00% for Term SOFR Loans, in each case depending on the Company’s corporate credit rating. In addition, the LC Participation Fee ranges from 1.25% to 2.00% depending on the Company’s corporate credit rating and the Fronting Fee is capped at 0.25%. The Revolving Credit Agreement contains customary covenants and restrictions on the activities of PBF Holding and its subsidiaries, including, but not limited to, limitations on incurring additional indebtedness, liens, negative pledges, guarantees, investments, loans, asset sales, mergers and acquisitions, prepayment of other debt, distributions, dividends and the repurchase of capital stock, transactions with affiliates and the ability of PBF Holding to change the nature of its business or its fiscal year; all as defined in the Revolving Credit Agreement. In addition, the Revolving Credit Agreement has a financial covenant which requires that if at any time Excess Availability, as defined in the Revolving Credit Agreement, is less than the greater of (i) 10% of the lesser of the then existing Borrowing Base and the then aggregate Revolving Commitments of the Lenders (the “Financial Covenant Testing Amount”), and (ii) $100.0 million, and until such time as Excess Availability is greater than the Financial Covenant Testing Amount and $100.0 million for a period of 12 or more consecutive days, PBF Holding will not permit the Consolidated Fixed Charge Coverage Ratio, as defined in the Revolving Credit Agreement and determined as of the last day of the most recently completed quarter, to be less than 1 to 1. PBF Holding’s obligations under the Revolving Credit Facility are (a) guaranteed by each of its domestic operating subsidiaries that are not Excluded Subsidiaries (as defined in the Revolving Credit Agreement) and (b) secured by a lien on (i) PBF LLC’s equity interest in PBF Holding and (ii) certain assets of PBF Holding and the subsidiary guarantors, including all deposit accounts (other than zero balance accounts, cash collateral accounts, trust accounts and/or payroll accounts, all of which are excluded from the definition of collateral), all accounts receivable, all hydrocarbon inventory (other than certain inventory owned by third parties under permittable inventory intermediation or similar agreements, as applicable) and to the extent evidencing, governing, securing or otherwise related to the foregoing, all general intangibles, chattel paper, instruments, documents, letter of credit rights and supporting obligations; and all products and proceeds of the foregoing. The Revolving Credit Agreement also allows the Company to sell certain Eligible Receivables (as defined in the Revolving Credit Agreement) derived from the sale of refined product over truck racks. Under its $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), the Company sells such receivables to a bank subject to bank approval and certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2023 and 2022, respectively. Issued letters of credit were $55.0 million and $576.1 million as of December 31, 2023 and 2022, respectively. PBFX Credit Facilities On July 30, 2018, PBFX entered into a $500.0 million amended and restated revolving credit facility (the “PBFX Revolving Credit Facility”). The PBFX Revolving Credit Facility was available to fund working capital, acquisitions, distributions, capital expenditures, and other general partnership purposes and was guaranteed by a guaranty of collection from PBF LLC. Obligations under the PBFX Revolving Credit Facility were guaranteed by PBFX’s restricted subsidiaries, and were secured by a first priority lien on PBFX’s assets and those of PBFX’s restricted subsidiaries. The maturity date of the PBFX Revolving Credit Facility was July 30, 2023. Borrowings under the PBFX Revolving Credit Facility bore interest at the Alternative Base Rate plus the Applicable Margin or the Adjusted LIBOR Rate plus an Applicable Margin, all as defined in the agreement governing the PBFX Revolving Credit Facility (the “PBFX Revolving Credit Agreement”). The Applicable Margin ranged from 0.75% to 1.75% for Alternative Base Rate Loans and from 1.75% to 2.75% for Adjusted LIBOR Rate Loans in each case depending on PBFX’s Consolidated Total Leverage Ratio, as defined in the PBFX Revolving Credit Agreement. The PBFX Revolving Credit Agreement contained affirmative and negative covenants customary for revolving credit facilities of this nature which, among other things, limit or restrict PBFX’s ability and the ability of its restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, amend material contracts, engage in certain business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements, or enter into transactions with affiliates on terms which are not at arm’s length. Additionally, PBFX was required to maintain certain financial covenant ratios. The PBFX Revolving Credit Agreement contained events of default customary for transactions of their nature, including, but not limited to (and subject to any applicable grace periods when applicable), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant contained in the PBFX Revolving Credit Agreement or related documentation, any representation or warranty made in the agreements or related documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in PBFX’s ownership or the ownership or board composition of PBFX GP and material judgments or orders. Upon the occurrence and during the continuation of an event of default under the PBFX Revolving Credit Agreement, the lenders could, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against PBFX and the collateral as may be available to the lenders under the PBFX Revolving Credit Agreement and related documentation or applicable law. During 2023, the Company terminated the PBFX Revolving Credit Facility. There were no outstanding borrowings under the PBFX Revolving Credit Facility as of the date of termination. At December 31, 2022, there were no of borrowings and $3.5 million of letters of credit outstanding under the PBFX Revolving Credit Facility. Precious Metals Financing Arrangements During the year ended December 31, 2023, the Company settled its remaining outstanding precious metal financing arrangement, which represented a reduction of debt of approximately $3.1 million. During the year ended December 31, 2022, the Company settled certain of its precious metals financing arrangements, resulting in reductions of debt of approximately $56.2 million. Prior to the final settlement, certain subsidiaries of the Company had agreements whereby such subsidiary sold a portion of its precious metal catalysts to a commercial bank under contractual arrangements to repurchase or otherwise settle the obligation at a future specified date. The volume of the precious metal catalysts and the interest rate were fixed over the term of each financing arrangement. At maturity, the Company was required to repurchase the applicable precious metal catalysts, or otherwise settle the obligation with the counterparty, at its then fair market value. The Company treated those transactions as financing arrangements, and the related payments were recorded as interest expense over the agreements’ terms. The Company elected the fair value option for accounting for the catalyst repurchase obligations as the Company’s liability was directly impacted by the change in value of the underlying precious metal catalysts. The fair value of the repurchase obligations was reflected in the fair value of long-term debt outstanding table measured using Level 2 inputs. Debt Maturities Debt maturing in the next five years and thereafter is as follows (in millions): Year Ending December 31, 2024 $ — 2025 — 2026 — 2027 — 2028 801.6 Thereafter 500.0 Total debt outstanding $ 1,301.6 |
