Item 1.01. Entry into a Material Definitive Agreement.




Closing of 9.25% Senior Secured Notes Offering
On December 21, 2020, PBF Holding Company LLC ("PBF Holding"), a subsidiary of
PBF Energy Company LLC ("PBF LLC"), in turn a subsidiary of PBF Energy Inc.
("PBF Energy" and collectively with its consolidated subsidiaries including PBF
LLC and PBF Holding, the "Company") entered into the Supplemental Indenture (the
"Supplemental Indenture") to the Indenture dated May 13, 2020 (as amended from
time to time, the "Base Indenture", together with the Supplemental Indenture,
the "Indenture") among PBF Holding and PBF Holding's wholly-owned subsidiary,
PBF Finance Corporation (together with PBF Holding, the "Issuers"), the
Guarantors named on the signature pages thereto and Wilmington Trust, National
Association, as Trustee, Paying Agent, Registrar, Transfer Agent, Authenticating
Agent and Notes Collateral Agent, under which the Issuers issued $250.0 million
in aggregate principal amount of 9.25% Senior Secured Notes due 2025 (the
"Additional Notes") at an offering price of 100.25% plus accrued and unpaid
interest from and including, November 15, 2020 to, but excluding, December 21,
2020. The initial purchasers (the "Initial Purchasers") in the offering
purchased the Additional Notes pursuant to a private placement transaction
conducted under Rule 144A and Regulation S of the Securities Act of 1933, as
amended (the "Securities Act"). The Issuers received net proceeds of
approximately $246.4 million from the offering after deducting the Initial
Purchasers' discount and estimated offering expenses. The Company intends to use
the net proceeds for general corporate purposes.
The Additional Notes were issued as additional notes under the Indenture,
pursuant to which the Issuers previously issued $1.0 billion of 9.25% Senior
Secured Notes due 2025 (the "Existing Notes", and together with the Additional
Notes, the "Notes"). The Additional Notes pay interest semi-annually in cash in
arrears on May 15 and November 15 of each year, beginning on May 15, 2021, and
the Additional Notes mature on May 15, 2025. The Additional Notes will be
treated as a single series with the Existing Notes and will have the same terms
as those of the Existing Notes. The Additional Notes and the Existing Notes will
vote as one class under the Indenture and will be issued under the same CUSIP
as, and be fungible with, the Existing Notes (except that the Additional Notes
offered and sold in offshore transactions in reliance on Regulation S under the
Securities Act will be issued under a new temporary CUSIP number to be used
during the
40-day
distribution compliance period). After such distribution compliance period, the
Additional Notes issued in reliance on Regulation S will have the same CUSIP
number as the Existing Notes issued in reliance on Regulation S.
The Notes are guaranteed on a senior secured basis by PBF 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 and Martinez Refining Company LLC (each, a
"Guarantor"). The Notes are senior obligations and are initially secured,
subject to certain exceptions and permitted liens, on a first-priority basis, by
substantially all of the Issuers' and Guarantors' present and future assets
(other than assets securing the Issuers' asset based revolving credit agreement
("Revolving Loan") and other excluded assets) and any future indebtedness and
certain hedging obligations which are permitted to be secured on a pari passu
basis with the Notes to the extent of the value of the collateral. Initially,
the Notes will be the Issuers' and the Guarantors' senior secured obligations
and will rank equal in right of payment with all of the Issuers' and the
Guarantors' existing and future senior indebtedness, including the Revolving
Loan, senior to all of the Issuers' existing and future indebtedness that is not
secured by the collateral (including the Revolving Loan and the existing 7.25%
Senior Notes due 2025 and the 6.00% Notes due 2028) and senior in right of
payment to the Issuers' and the Guarantors' existing and future indebtedness
that is expressly subordinated in right of payment thereto. Initially, the Notes
are effectively senior to all of the Issuers' existing and future indebtedness
that is not secured by the collateral, to the extent of the value of the
collateral owned by the Issuers (subject to permitted liens on such collateral
and certain other exceptions). The Notes are effectively subordinated to any of
the Issuers' and the Guarantors' existing or future indebtedness that is secured
by liens on assets owned by the Issuers that do not constitute a part of the
collateral (including assets securing the Revolving Loan) to the extent of the
value of such assets (including the Revolving Loan to the extent of the assets
securing such facility).The Notes are structurally subordinated to any existing
or future obligations of the Issuers' subsidiaries that do not guarantee the
Notes.
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
to PBF 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 during a covenant termination event, including when the Notes are rated
investment grade.
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At any time prior to May 15, 2022, the Issuers may, at their option, 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 109.250% of the principal amount of the
Notes, plus any accrued and unpaid interest to the date of redemption; provided
that at least 65% of the aggregate principal amount of Notes originally issued
under the Indenture remains outstanding immediately after the occurrence of each
such redemption. On or after May 15, 2022, 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 to May 15, 2022, 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.
In addition, the Issuers may redeem in the aggregate up to 35% of the original
. . .


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 Additional Notes and the Supplemental Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated by reference herein.

Item 8.01. Other Events.

On December 16, 2020, PBF Energy issued a press release announcing the pricing of the Additional Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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 Additional Notes or any other securities of the Company. --------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.                                  Description

4.1                 Indenture dated as of May 13, 2020, among PBF Holding Company
                  LLC, PBF Finance Corporation, the Guarantors named on the
                  signature pages thereto, Wilmington Trust, National Association,
                  as Trustee, Paying Agent, Registrar, Transfer Agent,
                  Authenticating Agent and Notes Collateral Agent (incorporated by
                  reference to Exhibit 4.1 filed with PBF Energy Inc.'s Current
                  Report on Form 8-K dated May 13, 2020 (File No. 001-35764)).

4.2                 Form of 9.25% Senior Secured Note (included as Exhibit A in
                  Exhibit 4.1) (incorporated by reference to Exhibit 4.2 filed with
                  PBF Energy Inc.'s Current Report on Form 8-K dated May 13, 2020
                  (File No. 001-35764)).

4.3                 Supplemental Indenture dated December 21, 2020, among PBF
                  Holding Company LLC, PBF Finance Corporation, the Guarantors
                  named on the signature pages thereto, Wilmington Trust, National
                  Association, as Trustee, Paying Agent, Registrar, Transfer Agent,
                  Authenticating Agent and Notes Collateral Agent.

99.1                Press Release dated December 16, 2020.

104               Cover Page Interactive Data File (formatted as Inline XBRL).

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