PBF ENERGY INC. Item 1.01. Entry into a Material Definitive Agreement
Closing of 6.00% Senior Notes Offering OnJanuary 24, 2020 ,PBF Holding Company LLC ("PBF Holding "), a subsidiary ofPBF Energy Company LLC ("PBF LLC "), in turn a subsidiary ofPBF Energy Inc. ("PBF Energy" and collectively with its consolidated subsidiaries includingPBF LLC andPBF Holding , the "Company") entered into an Indenture (the "Indenture") amongPBF Holding andPBF Holding's wholly-owned subsidiary,PBF Finance Corporation (together withPBF Holding , the "Issuers"), the Guarantors named on the signature pages thereto,Wilmington Trust, National Association , as Trustee andDeutsche Bank Trust Company Americas , as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued$1,000,000,000 in aggregate principal amount of 6.00% Senior Notes due 2028 (the "Notes"). The initial purchasers (the "Initial Purchasers") in the offering purchased the Notes pursuant to a private placement transaction conducted under Rule 144A and Regulation S of the Securities Act of 1933, as amended. The Issuers received net proceeds of approximately$989.0 million from the offering after deducting the Initial Purchasers' discount and estimated offering expenses. The Company intends to use net proceeds to fund the previously announced redemption of its outstanding 7.00% Senior Notes due 2023 (the "2023 Notes") and for general corporate purposes, including to fund a portion of the cash consideration payable byPBF Holding in the pending acquisition of theMartinez refinery and related logistics assets. The Notes are guaranteed on a senior unsecured basis byPBF Services Company LLC ,PBF Investments LLC ,Delaware City Refining Company LLC ,PBF Power Marketing LLC ,Paulsboro Refining Company LLC ,Toledo Refining Company LLC ,PBF International Inc. ,Chalmette Refining, L.L.C., PBF Energy Western Region LLC, Torrance Refining Company LLC andTorrance Logistics Company LLC (each, a "Guarantor"). The 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, includingPBF Holding's asset based revolving credit facility (the "Revolving Credit Facility"), the Issuers' 7.25% Senior Notes due 2025 and the 2023 Notes. The 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 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 Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers' non-guarantor subsidiaries. The Notes pay interest semi-annually in cash in arrears onFebruary 15 andAugust 15 each year, beginning onAugust 15, 2020 . The Notes will mature onFebruary 15, 2028 . The Indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the Issuers' and its restricted subsidiaries' ability to, among other things, incur additional indebtedness or issue certain preferred stock; make equity distributions, pay dividends on or repurchase capital stock or make other restricted payments; enter into transactions with affiliates; create liens; engage in mergers and consolidations or otherwise sell all or substantially all of the Issuers' assets; designate subsidiaries as unrestricted subsidiaries; make certain investments; and limit the ability of restricted subsidiaries to make payments toPBF Holding . These covenants are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply or will be modified if the Notes are rated investment grade. At any time prior toFebruary 15, 2023 , the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 106.000% of the principal amount of the Notes, plus any accrued and unpaid interest to the date of redemption. On or afterFebruary 15, 2023 , the Issuers may redeem all or part of the Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest to the date of redemption. In addition, prior toFebruary 15, 2023 , the Issuers may redeem all or part of the Notes at a "make-whole" redemption price described in the Indenture, together with any accrued and unpaid interest to the date of redemption. Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase the Notes at a purchase price of 101% of the principal amount of the Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, certain asset dispositions will be triggering events that may require the Issuers to use the proceeds therefrom to offer to repurchase Notes at a purchase price equal to 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the applicable repurchase date.
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The Issuers may issue additional Notes from time to time pursuant to the Indenture. Registration Rights Agreement In connection with the sale of the Notes, the Issuers and the Guarantors entered into a registration rights agreement, datedJanuary 24, 2020 (the "Registration Rights Agreement"), withBofA Securities, Inc. , as Representative of the several Initial Purchasers. Under the Registration Rights Agreement, the Issuers agreed to register notes having substantially identical terms as the Notes with theU.S. Securities and Exchange Commission as part of an offer to exchange freely tradable exchange notes for the Notes. The Issuers will use their commercially reasonable efforts to have the exchange offer registration statement declared effective under the Securities Act within 365 days ofJanuary 24, 2020 . Under certain circumstances, the Issuers will be required to file a shelf registration statement for the resale of the Notes and use commercially reasonable efforts to have the shelf registration statement declared effective. The Issuers will be obligated to pay additional interest if they fail to comply with their obligations to register the Notes within the specified time period. The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Indenture, the form of Note and the Registration Rights Agreement, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture dated as ofJanuary 24, 2020 , amongPBF Holding Company LLC ,PBF Finance Corporation , the Guarantors named on the signature pages thereto,Wilmington Trust, National Association , as Trustee andDeutsche Bank Trust Company Americas , as Paying Agent, Registrar, Transfer Agent and Authenticating Agent. 4.2 Form of 6.00% Senior Note (included as Exhibit A in Exhibit 4.1). 4.3 Registration Rights Agreement datedJanuary 24, 2020 , amongPBF Holding Company LLC andPBF Finance Corporation , the Guarantors named therein andBofA Securities, Inc. , as Representative of the several Initial Purchasers. 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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