UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 8-K
______________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 16, 2020
PBF ENERGY INC.
PBF ENERGY COMPANY LLC
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | 001-35764 | 45-3763855 |
| Delaware | 333-206728-02 | 61-1622166 |
| Delaware | 333-186007 | 27-2198168 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
_____________________________________________
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973) 455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of The Act: |
| | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $.001 | PBF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 - Other Events.
On January 16, 2020, PBF Energy Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release announcing that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”) and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation, as co-issuers, priced $1,000.0 million in aggregate principal amount of 6.00% senior unsecured notes due 2028 (the “Notes”) in a private offering. The offering is expected to close on January 24, 2020, subject to customary closing conditions. 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 notes in the notes offering or any other securities of the Company.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
| | |
| Press Release dated January 16, 2020 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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| Date: | January 16, 2020 | PBF Energy Inc. |
| | | (Registrant) |
| | | | | |
| | | By: | /s/ Erik Young | |
| | | Name: | Erik Young |
| | | Title: | Senior Vice President, Chief Financial |
| | | | Officer |
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| Date: | January 16, 2020 | PBF Energy Company LLC |
| | | (Registrant) |
| | | | | |
| | | By: | /s/ Erik Young | |
| | | Name: | Erik Young |
| | | Title: | Senior Vice President, Chief Financial |
| | | | Officer |
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| Date: | January 16, 2020 | PBF Holding Company LLC |
| | | (Registrant) |
| | | | | |
| | | By: | /s/ Erik Young | |
| | | Name: | Erik Young |
| | | Title: | Senior Vice President, Chief Financial |
| | | | Officer |
