PBF Energy 8-KEntry into a Material Definitive Agreement

On May 25, 2022, PBF Holding Company LLC (“PBF Holding”), a subsidiary of PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), and PBF Energy Inc., a Delaware corporation (collectively with PBF LLC, the “Company”), and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors (collectively with the Company, “PBF”) entered into an amendment of its existing asset-based revolving credit agreement (as previously amended by Amendments No. 1 and 2, collectively, the “ABL”), among PBF, Bank of America, National Association (“BofA”), as administrative agent, and certain other lenders (the “Amendment No. 3”). The Amendment No. 3 makes certain amendments to the ABL, including but not limited to establishing two tranches, Tranche A which is comprised of existing lenders who have not elected to extend and whose commitments retain the existing maturity date under the ABL of May 2, 2023 (the “Tranche A Commitments”) and Tranche B, which is comprised of existing and new lenders whose commitments have an extended maturity date of January 31, 2025 (the “Tranche B Commitments”). The Tranche A Commitments total $1.55 billion and the Tranche B Commitments total $2.75 billion. Amendment No. 3 also includes changes to incorporate the adoption of Secured Overnight Financing Rate (SOFR) as a replacement of the London Interbank Offered Rate (LIBOR), changes to joint lead arrangers, bookrunners, syndication agents and other titles, and other changes related to the foregoing. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the ABL, as amended by the Amendment No. 3.

The Amendment No. 3 redefines certain components of the Borrowing Base (as defined in the ABL) to reflect the existence of the two tranches. In addition, an accordion feature allows for additional Tranche B Commitments of up to an additional $500 million plus an amount equal to the Tranche A Commitments.

BofA serves as the administrative agent under the ABL. Certain of the banks included in the syndicate participating in the facility and their respective affiliates have in the past provided, are currently providing and in the future may continue to provide, investment banking, commercial banking and other financial services to PBF in the ordinary course of business for which they have received and may in the future receive customary compensation. Certain of the bank syndicate participating in the facility and their respective affiliates also have commitments with the Company’s subsidiary, PBF Logistics LP, under a revolving credit facility and a senior notes indenture.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Amendment No. 3, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated in this Item 1.01 by reference.

On May 25, 2022, PBF Holding, and its wholly-owned subsidiaries, Delaware City Refining Company LLC, Paulsboro Refining Company LLC, and Chalmette Refining, L.L.C. entered into an amendment (the “J. Aron Amendment”) of the third amended and restated inventory intermediation agreement dated October 25, 2021 (the "Third A&R Inventory Intermediation Agreement") with J. Aron & Company LLC, a subsidiary of the Goldman Sachs Group, Inc., to amend certain provisions of the Third A&R Inventory Intermediation Agreement that related to the ABL and were impacted by the changes effected by the Amendment No. 3.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the J. Aron Amendment, which is filed as Exhibit 10.2 to this current report on Form 8-K and incorporated in this Item 1.01 by reference.

The disclosure set forth under Item 1.01 of this current report on Form 8-K with respect to the Amendment No. 3 is incorporated by reference herein.

Statements contained in the exhibit to this report reflecting the Company’s or its management’s expectations or predictions relating to future plans, results, performance, 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 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 U.S. Securities and Exchange Commission. 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.