| Regulation FD Disclosure. |
On December 16, 2020, PBF Holding Company LLC, a Delaware limited liability company (“PBF Holding”), a subsidiary of PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), in turn a subsidiary of PBF Energy Inc., a Delaware corporation (“PBF Energy” and collectively with its consolidated subsidiaries, including PBF LLC and PBF Holding, the “Company”) and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation, as
co-issuers,
commenced a private offering of $250.0 million aggregate principal amount of additional 9.250% Senior Secured Notes due 2025 (the “Notes Offering”) to eligible purchasers.
In connection with the Notes Offering, the Company is disclosing under this Item 7.01 of this Current Report on
Form 8-K the
information included as Exhibit 99.1 hereto, which is incorporated herein by reference. The information included in Exhibit 99.1 is being delivered to potential investors in connection with the Notes Offering and is provided in this Item 7.01 of this Current Report on
Form 8-K to
satisfy the Company’s public disclosure requirements under Regulation FD. The information contained in this Item 7.01, 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.
The information contained in Item 7.01 of this Current Report on Form
8-K,
including Exhibit 99.1, is being furnished, not filed, pursuant to Item 7.01 of Form
8-K.
Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
Commencement of Notes Offering
On December 16, 2020, PBF Energy issued a press release announcing the Notes Offering. PBF Holding intends to use the net proceeds from the Notes Offering for general corporate purposes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Item 8.01, including Exhibit 99.2, 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.
| Financial Statements and Exhibits. |
