As filed with the Securities and Exchange Commission on October 16, 2017
Registration No. 333-220406
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PBF HOLDING COMPANY LLC
PBF FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2911 | 27-2198168 | ||
Delaware | 2911 | 45-2685067 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Telephone: (973) 455-7500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Trecia M. Canty
Senior Vice President, General Counsel and Secretary
PBF Holding Company LLC
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Telephone: (973) 455-7500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Todd E. Lenson, Esq. |
Jordan M. Rosenbaum, Esq. |
Stroock & Stroock & Lavan LLP |
180 Maiden Lane |
New York, New York 10038 |
Telephone: (212) 806-5400 |
Approximate date of commencement of proposed sale of the securities to the public:As soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☑ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(1) | ||||
7.25% Senior Notes due 2025 | $725,000,000 | 100% | $725,000,000 | $84,028(4) | ||||
Guarantees of the 7.25% Senior Notes due 2025(2) | $725,000,000 | N/A | N/A | (3) | ||||
| ||||||||
|
(1) | Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | The entities listed on the Table of Additional Registrant Subsidiary Guarantors on the following page have guaranteed the notes being registered hereby. |
(3) | Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for the guarantees. |
(4) | Previously paid. |
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANT SUBSIDIARY GUARANTORS
Exact Name of Registrant Guarantor(1) | State or Other Jurisdiction of Incorporation or Formation | IRS Employer Identification Number | ||||||
Chalmette Refining, L.L.C. | Delaware | 75-2717190 | ||||||
Delaware City Refining Company LLC | Delaware | 27-2198373 | ||||||
Paulsboro Refining Company LLC | Delaware | 74-2881064 | ||||||
PBF Energy Western Region LLC | Delaware | 35-2545521 | ||||||
PBF Investments LLC | Delaware | 26-2050373 | ||||||
PBF Power Marketing LLC | Delaware | 27-2198489 | ||||||
PBF Services Company LLC | Delaware | 30-0644379 | ||||||
Toledo Refining Company LLC | Delaware | 27-4158209 | ||||||
Torrance Refining Company LLC | Delaware | 37-1795646 | ||||||
Torrance Logistics Company LLC | Delaware | 38-3983432 |
(1) | The address for each Registrant Guarantor is One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and the telephone number for each registrant is (973) 455-7500. |
EXPLANATORY NOTE
This Amendment is being filed solely for the purpose of amending the Exhibit Index that is Item 21(a) of the Registration Statement (File No. 333-220406). No change is made to the prospectus constituting Part I of the Registration Statement or Items 20, 21(b) or 22 of Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as exhibits to this Registration Statement.
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Number | Description | |
99.1* | Form of Letter of Transmittal for Holders of Global Notes | |
99.2* | Form of Letter of Transmittal for Holders of Definitive Notes | |
99.3* | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
99.4* | Form of Letter to Clients | |
99.5* | Form of Notice of Guaranteed Delivery | |
101.INS* | XBRL Instance Document. | |
101.SCH* | XBRL Taxonomy Extension Schema Document. | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Previously filed. |
** | Indicates management compensatory plan or arrangement. |
† | Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the SEC. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
PBF HOLDING COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
PBF FINANCE CORPORATION | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
PBF SERVICES COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
PBF POWER MARKETING LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
PAULSBORO REFINING COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
TOLEDO REFINING COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
DELAWARE CITY REFINING | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
CHALMETTE REFINING, L.L.C. | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
PBF INVESTMENTS LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
PBF ENERGY WESTERN REGION LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
TORRANCE REFINING COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
TORRANCE LOGISTICS COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
| ||
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October 16, 2017 | ||
* Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October 16, 2017 | ||
* John Barone | Chief Accounting Officer (Principal Accounting Officer) | October 16, 2017 | ||
* Matthew C. Lucey | Director | October 16, 2017 | ||
/s/ Trecia M. Canty Trecia M. Canty | Director | October 16, 2017 |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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EXHIBIT INDEX
Number | Description | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Previously filed. |
** | Indicates management compensatory plan or arrangement. |
† | Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the SEC. |
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