Item 1.01. Entry into a Material Definitive Agreement.
Closing of 9.25% Senior Secured Notes Offering OnDecember 21, 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 the Supplemental Indenture (the "Supplemental Indenture") to the Indenture datedMay 13, 2020 (as amended from time to time, the "Base Indenture", together with the Supplemental 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 andWilmington 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 onMay 15 andNovember 15 of each year, beginning onMay 15, 2021 , and the Additional Notes mature onMay 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 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 andMartinez 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 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 during a covenant termination event, including when the Notes are rated investment grade. -------------------------------------------------------------------------------- At any time prior toMay 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 afterMay 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 toMay 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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture dated as ofMay 13, 2020 , amongPBF 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 withPBF Energy Inc.'s Current Report on Form 8-K datedMay 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 withPBF Energy Inc.'s Current Report on Form 8-K datedMay 13, 2020 (File No. 001-35764)). 4.3 Supplemental Indenture datedDecember 21, 2020 , amongPBF 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 datedDecember 16, 2020 . 104 Cover Page Interactive Data File (formatted as Inline XBRL).
--------------------------------------------------------------------------------
© Edgar Online, source