Item 1.01 Entry into a Material Definitive Agreement
On July 27, 2022 (the "Signing Date"), PBF Energy Inc., a Delaware corporation
("PBF Energy"), PBF Energy Company LLC, a Delaware limited liability company and
subsidiary of PBF Energy ("PBF LLC"), PBFX Holdings Inc., a Delaware corporation
and wholly owned subsidiary of PBF LLC ("PBFX Holdings"), Riverlands Merger Sub
LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC
("Merger Sub"), PBF Logistics LP, a Delaware limited partnership ("PBFX"), and
PBF Logistics GP LLC, a Delaware limited liability company and the general
partner of PBFX (the "PBFX GP"), entered into an Agreement and Plan of Merger
(the "Merger Agreement"). Upon the terms and subject to the conditions set forth
in the Merger Agreement, Merger Sub will be merged with and into PBFX (the
"Merger"), with PBFX surviving as a subsidiary of PBF Energy, owned 99% by PBF
LLC and 1% by PBFX Holdings.
Under the terms of the Merger Agreement, at the effective time of the Merger,
each outstanding common unit representing limited partner interests in PBFX (the
"Common Units") that is held immediately before the closing of the Merger by a
holder of Common Units other than PBF Energy, PBF LLC, PBFX Holdings, PBFX or
PBFX GP (such units, the "Public Common Units," and such holders of Public
Common Units, the "Public Common Unitholders") will be converted into the right
to receive: (i) 0.270 of a share of PBF Energy Class A common stock, par value
$0.001 per share (the "Parent Common Stock"), and (ii) $9.25 in cash, without
interest. Cash will be paid in lieu of any issuance of fractional shares of
Parent Common Stock. The Common Units indirectly held by PBF Energy and the
General Partner Interest (as defined in PBFX's Third Amended and Restated
Agreement of Limited Partnership, dated as of February 28, 2019 (the
"Partnership Agreement")) issued and outstanding immediately prior to the
effective time of the Merger shall be unaffected by the Merger and shall remain
outstanding.
The Conflicts Committee (the "Conflicts Committee") (which consists of the three
members of the Board of Directors of PBFX GP (the "GP Board") who are
independent under PBFX's governance guidelines and the listing standards of the
NYSE and who are not also executive officers or members of the PBF Energy board)
of the GP Board in good faith, unanimously resolved (i) that the Merger
Agreement and the Support Agreement (as defined below) and the transactions
contemplated thereby, including the Merger, on the terms and conditions set
forth in the Merger Agreement and the Support Agreement, are fair and reasonable
to, and in the best interests of, the Public Common Unitholders and, assuming
PBF Energy approves the Merger, PBFX, (ii) to approve the Merger Agreement and
the Support Agreement and the transactions contemplated thereby, including the
Merger, upon the terms and conditions set forth in the Merger Agreement and the
Support Agreement (the foregoing constituting "Special Approval" as defined in
the Partnership Agreement), (iii) to recommend that the GP Board approve (x) the
Merger Agreement and the Support Agreement and the transactions contemplated
thereby, including the Merger upon the terms and conditions set forth in the
Merger Agreement and the Support Agreement, and (y) the execution, delivery and
performance of the Merger Agreement and the Support Agreement and the
transactions contemplated thereby, and (iv) to recommend to the GP Board that
the GP Board (x) resolve to direct that the Merger Agreement be submitted to a
vote of the holders of Common Units, and (y) recommend approval of the
transactions contemplated by the Merger Agreement, including the Merger, by the
holders of Common Units.
The GP Board, acting upon the approval and recommendation of the Conflicts
Committee, unanimously (i) approved the Merger Agreement and the Support
Agreement and the transactions contemplated thereby, including the Merger, and
the execution, delivery and performance of the Merger Agreement and the Support
Agreement, (ii) approved the submission of the Merger Agreement and the
transactions contemplated thereby, including the Merger, to a vote of the
holders of Common Units, and (iii) determined to recommend approval of the
Merger Agreement and the transactions contemplated thereby, including the
Merger, by the holders of Common Units.
Concurrently with the execution of the Merger Agreement, PBF Energy and PBF LLC,
as the record and beneficial owner of 29,953,631 Common Units as of the date
thereof, entered into a Voting and Support Agreement, dated as of the Signing
Date, with PBFX (the "Support Agreement"), pursuant to which, among other
things, PBF Energy agrees to cause PBF LLC, in its capacity as a limited partner
of PBFX, to vote its Common Units in favor of the Merger Agreement and the
transactions contemplated thereby, including the Merger.
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The Merger Agreement contains customary representations and warranties from the
parties, and each party has agreed to customary covenants, including, among
others, covenants relating to (i) with respect to PBF Energy, PBFX and PBFX GP,
the conduct of business during the interim period between the execution of the
Merger Agreement and the effective time of the Merger and (ii) the obligation to
use reasonable best efforts to cause the Merger to be consummated.
Completion of the Merger is subject to certain customary conditions, including,
among others: (i) there being no law, injunction, judgment or ruling prohibiting
consummation of the transactions contemplated under the Merger Agreement or
making the consummation of the transactions contemplated thereby illegal;
(ii) subject to specified materiality standards, the accuracy of certain
representations and warranties of the parties as of the date of execution of the
Merger Agreement and as of the closing date; (iii) compliance by the parties in
all material respects with their covenants and obligations under the Merger
Agreement; and (iv) approval of the Merger Agreement and the transactions
contemplated thereby, including the Merger, by a majority of the Common Units
(inclusive of the Common Units owned by PBF LLC). Additionally, in order to
complete the Merger, PBF Energy and PBF LLC will file with the Securities and
Exchange Commission ("SEC") a Registration Statement on Form S-4, and the
parties will file with the SEC other relevant documents, including a proxy
statement and Schedule 13E-3. The SEC may review these documents and any review
by the SEC may affect the timing of the completion of the Merger.
The Merger Agreement contains certain termination rights for both PBF Energy and
PBFX, including, among others, (i) by PBF Energy or PBFX, if the Merger is not
consummated by March 31, 2023, and (ii) by PBF Energy or PBFX, if the GP Board
or the Conflicts Committee take certain actions with respect to its
recommendation of the Merger prior to the partnership unitholder meeting. In the
event of a termination as a result of actions with respect to the GP Board or
Conflicts Committee recommendation, PBFX shall be obligated to pay PBF Energy a
termination fee of $5 million. In the event of certain other terminations, a
. . .
Item 5.01 Changes in Control of Registrant
The information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 28, 2022, PBFX and PBF Energy issued a press release announcing the
entry into the Merger Agreement. A copy of the press release covering such
announcement and certain other matters is attached hereto as Exhibit 99.1.
The information in this Item 7.01 (including the exhibits referenced therein)
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as specifically
identified therein as being incorporated by reference.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K relating to future plans, results,
performance, expectations, achievements and the like are considered
"forward-looking statements" (as that term is defined under the federal
securities laws). These forward-looking statements involve known and unknown
risks, uncertainties and other factors, many of which may be beyond PBFX'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 PBFX's filings with the
SEC, as well as the risks disclosed in our other SEC filings, risks related to
the merger, including the timing to consummate the transaction, the ability to
obtain the requisite PBFX unitholder approval and diversion of management time
on merger-related issues; risks relating to the securities markets generally,
the impact of adverse market conditions impacting PBFX's logistics and other
assets, the possibility that PBFX may not consummate any potential future
acquisitions, PBFX's plans for financing any potential future acquisitions, the
duration and severity of the COVID-19 pandemic, and other risks inherent in
PBFX's business. All forward-looking statements speak only as of the date
hereof. PBFX undertakes no obligation to revise or update any forward-looking
statements except as may be required by applicable law.
NO OFFER OR SOLICITATION
This report is for informational purposes only and shall not constitute an offer
to sell or the solicitation of an offer to buy any securities pursuant to the
proposed transaction or otherwise, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, PBF Energy will file with the SEC a
registration statement on Form S-4, which will include a prospectus of PBF
Energy and a proxy statement of PBFX. Each of PBF Energy, PBF LLC and PBFX may
also file other documents with the SEC regarding the proposed transaction. PBFX
will mail the proxy statement/prospectus to its unitholders. This document is
not a substitute for any prospectus, proxy statement or any other document which
PBF Energy, PBF LLC or PBFX may file with the SEC in connection with the
proposed transaction. Investors and equityholders of PBF Energy and PBFX are
advised to carefully read the proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the proposed transaction when they
become available, as well as other documents filed with the SEC, because they
will contain important information. You may obtain copies of all documents filed
with the SEC regarding this transaction (when they become available), free of
charge, at the SEC's website (www.sec.gov). You may also obtain these documents,
free of charge, from PBF Energy's website (www.pbfenergy.com) under the tab
"Investors" and then under the heading "SEC Filings." You may also obtain these
documents, free of charge, from PBFX's website (www.pbflogistics.com) under the
tab "Financial Information" and then under the heading "SEC Filings."
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PARTICIPANTS IN THE SOLICITATION
PBF Energy, PBF LLC, PBFX, PBFX GP and their respective directors, executive
officers and certain other members of management and employees may be soliciting
proxies from PBFX unitholders in favor of the proposed transaction and related
matters. Information regarding the persons who may under the rules of the SEC,
be deemed participants in the solicitation of PBFX unitholders in connection
with the proposed transaction will be set forth in the proxy
statement/prospectus when it is filed with the SEC. You can find information
about PBF Energy's executive officers and directors in its definitive proxy
statement filed with the SEC on April 13, 2022. You can find information about
PBFX's executive officers and directors in its annual report on Form 10-K filed
with the SEC on February 17, 2022. Additional information about PBF Energy's
executive officers and directors and PBFX's executive officers and directors can
be found in the above-referenced Registration Statement on Form S-4 and other
relevant materials to be filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1* Agreement and Plan of Merger, dated July 27, 2022, by and among
PBF Energy Inc., PBF Energy Company LLC, PBFX Holdings Inc.,
Riverlands Merger Sub LLC, PBF Logistics LP and PBF Logistics GP
LLC
10.1 Voting and Support Agreement, dated July 27, 2022, by and among
PBF Energy Inc., PBF Energy Company LLC and PBF Logistics LP
99.1 Joint Press Release dated July 28, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. A copy of any omitted schedule will be furnished supplementally to the SEC
upon request.
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