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): May 31, 2019
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) |
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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)
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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: |
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| 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):
Emerging growth company o
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. o
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 24, 2019, PBF Logistics LP (the “Partnership”), and PBF Energy Company LLC (“PBF LLC”), both subsidiaries of PBF Energy Inc. (“PBF Energy”), entered into a Contribution Agreement pursuant to which PBF LLC will contribute to the Partnership all of the issued and outstanding limited liability company interests of TVP Holding Company LLC (“TVP Holding”), an indirect subsidiary of PBF Holding Company LLC (“PBF Holding”). TVP Holding owns the remaining fifty percent membership interest (the “TVP Holding Interests”) in the Torrance Valley Pipeline Company LLC (“TVPC”), which owns the 189-mile San Joaquin Valley Pipeline system with a throughput capacity of approximately 110,000 barrels per day. The system, segregated into two parts, Northern and Southern portions, is comprised of the M55, M1 and M70 pipelines which are the primary crude gathering and transportation lines that supply PBF Energy’s Torrance refinery. The assets also include 11 pipeline stations with approximately one million barrels of combined tankage and truck unloading capability at two of the stations.
The acquisition contemplated by the Contribution Agreement closed on May 31, 2019 upon which PBF Holding no longer holds a membership interest in TVPC.
The total consideration received by PBF LLC for the acquisition was $200.0 million in cash, which was funded through a combination of $135.0 million of gross proceeds from the Partnership’s equity offering completed in April and a $65.0 million draw-down from the Partnership’s senior secured revolving credit facility.
The Contribution Agreement is incorporated by reference as Exhibit 2.1 hereto.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | Description |
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| Contribution Agreement dated as of April 24, 2019 by and between PBF Logistics LP and PBF Energy Company LLC (incorporated by reference to Exhibit 2.1 filed with PBF Logistics LP’s Current Report on Form 8-K (File No. 001-36446) filed on April 26, 2019). |
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: | June 4, 2019 | PBF Energy Inc. |
| | | (Registrant) |
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| | | By: | /s/ Trecia Canty | |
| | | Name: | Trecia Canty |
| | | Title: | Senior Vice President, General Counsel |
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| Date: | June 4, 2019 | PBF Energy Company LLC |
| | | (Registrant) |
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| | | By: | /s/ Trecia Canty | |
| | | Name: | Trecia Canty |
| | | Title: | Senior Vice President, General Counsel |
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| Date: | June 4, 2019 | PBF Holding Company LLC |
| | | (Registrant) |
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| | | By: | /s/ Trecia Canty | |
| | | Name: | Trecia Canty |
| | | Title: | Senior Vice President, General Counsel |
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