PBF ENERGY INC. (NYSE:PBF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Closing of 6.875% Senior Notes Offering
On October6, 2017, PBF Logistics LP (the “Partnership”), a consolidated subsidiary of PBF Energy Inc. (“PBF Energy”), entered into the Fifth Supplemental Indenture dated as of October6, 2017 (the “Supplemental Indenture) to the Indenture dated May12, 2015 (as amended from time to time, the “Base Indenture,” together with the Supplemental Indenture, the “Indenture”) among the Partnership, PBF Logistics Finance Corporation, a Delaware corporation and wholly-owned subsidiary of the Partnership (“PBF Logistics Finance,” and together with the Partnership, the “Issuers”), the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee, under which the Issuers issued $175.0million in aggregate principal amount of 6.875% Senior Notes due 2023 (the “Additional Notes”), 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 $175.0million from the offering after deducting the initial purchasers’ discount and estimated offering expenses, and intends to use such proceeds to repay a portion of the indebtedness outstanding under the Partnership’s revolving credit facility and for general partnership purposes.
The Additional Notes were issued as additional notes under the Base Indenture, to which the Issuers previously issued $350.0million of 6.875% Senior Notes due 2023 (the “Existing Notes”, and together with the Additional Notes, the “notes”). Interest on the Additional Notes accrues beginning on May15, 2017 at a rate of 6.875% per year. Interest on the Additional Notes is payable semi-annually on May15 and November15 of each year, commencing on November15, 2017, and the Additional Notes mature on May15, 2023. The Additional Notes are guaranteed on a senior unsecured basis by all of the Partnership’s existing subsidiaries (other than PBF Logistics Finance Corporation) and certain of the Partnership’s future restricted subsidiaries. In addition, PBF Energy Company LLC (“PBF LLC”), a consolidated subsidiary of PBF Energy, has provided a limited guarantee of collection of the principal amount of the Additional Notes, but is not otherwise subject to the covenants of the Indenture. The Additional Notes are general senior unsecured obligations of the Issuers and are equal in right of payment with all of the Issuers’ existing and future senior indebtedness, including amounts outstanding under the Partnership’s revolving credit facility and the Existing Notes. The Additional Notes will be senior to any future subordinated indebtedness the Issuers may incur. The Additional Notes are effectively subordinated to all of the Issuers’ and the Guarantors’ existing and future secured debt, including the Partnership’s revolving credit facility, to the extent of the value of the assets securing that secured debt and will be structurally subordinated to all indebtedness of the Partnership’s subsidiaries that do not guarantee the notes.
The Additional Notes are expected to be treated as a single series with the Existing Notes and will have the same terms as those of the Existing Notes, except that (i)the Additional Notes will be subject to a separate registration rights agreement and (ii)the Additional Notes will be issued initially under CUSIP numbers different from the Existing Notes. The Additional Notes and the Existing Notes will vote as one class under the Indenture. Holders who exchange their Additional Notes in a future registered exchange offer will receive registered notes that are expected to share a single CUSIP number with the Additional Notes, and the Issuers expect that such registered notes and the Existing Notes will thereafter be fungible. Prior to that, the Additional Notes will trade separately from the Existing Notes.
The Base Indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the Partnership’s and its restricted subsidiaries’ ability to, among other things: (i)make investments, (ii)incur additional indebtedness or issue preferred units, (iii)pay dividends or make distributions on units or redeem or repurchase the Partnership’s subordinated debt, (iv)create
liens, (v)incur dividend or other payment restrictions affecting subsidiaries, (vi)sell assets, (vii)merge or consolidate with other entities and (viii)enter into transactions with affiliates. These covenants are subject to a number of important limitations and exceptions.
At any time prior to May15, 2018, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Additional Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 106.875% of the principal amount of the Additional Notes, plus any accrued and unpaid interest to the date of redemption. On or after May15, 2018, the Issuers may redeem all or part of the Additional Notes, in each case at the redemption prices described in the Base Indenture, together with any accrued and unpaid interest to the date of redemption. In addition, prior to May15, 2018, the Issuers may redeem all or part of the Additional Notes at a “make-whole” redemption price described in the Base Indenture, together with any accrued and unpaid interest to the date of redemption. If the Partnership undergoes certain change of control events, holders of the Additional Notes will have the right to require the Issuers to purchase all or any part of the Additional Notes at a price equal to 101% of the aggregate principal amount of the Additional Notes, together with any accrued and unpaid interest to the date of purchase. In connection with certain asset dispositions, the Issuers will be required to use the net cash proceeds of the asset dispositions (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the Additional Notes at 50% of the principal amount, together with any accrued and unpaid interest to the date of purchase. The Issuers may issue additional notes from time to time to the Base Indenture.
The foregoing summaries of the Indenture and the Additional Notes do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, which includes the form of the certificate for the Additional Notes, a copy of which was previously filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May18, 2015 and incorporated herein by reference, and the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amended and Restated Guaranty of Collection
On October6, 2017, PBF LLC entered into an Amended and Restated Guaranty of Collection (the “Guaranty”) in favor of the Issuers for the benefit of the holders of the notes and the Trustee under the Indenture. to the Guaranty, PBF LLC has provided a limited guarantee of collection of the principal amount of the notes outstanding under the Indenture. Under the Guaranty, PBF LLC would not have any obligation to make principal payments with respect to the notes unless all remedies, including in the context of bankruptcy proceedings, have first been fully exhausted against the Issuers with respect to such payment obligation, and holders of the notes are still owed amounts in respect of the principal of the notes. PBF LLC will not otherwise be subject to the covenants of the Indenture.
The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Guaranty, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
The information required by Item 1.01 relating to the Additional Notes, the Supplemental Indenture and the Guaranty is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits |
(d) Exhibits.
| 4.1 | Fifth Supplemental Indenture dated October6, 2017, among PBF Logistics LP, PBF Logistics Finance Corporation, the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee |
| 10.1 | Amended and Restated Guaranty of Collection, dated as of October6, 2017 |
Exhibit Index
PBF Energy Inc. ExhibitEX-4.1 2 d466921dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture),…To view the full exhibit click here
About PBF ENERGY INC. (NYSE:PBF)
PBF Energy Inc. (PBF Energy) is a holding company. The Company is an independent petroleum refiner and supplier of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company operates through two segments: Refining and Logistics. The Refining segment produces a range of products at each of its refineries, including gasoline, ultra-low-sulfur diesel (ULSD), heating oil, jet fuel, lubricants, petrochemicals and asphalt. The Logistics segment includes PBF Logistics LP (PBFX), which engages in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates. It sells its products throughout the Northeast, Midwest and Gulf Coast of the United States, as well as in other regions of the United States and Canada, and ships products to other international destinations.