July 23, 2017 6:01 AM ET

Oil, Gas and Consumable Fuels

Company Overview of PBF Holding Company LLC

Company Overview

PBF Holding Company LLC refines and supplies unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants, and other petroleum products in the United States and internationally. The company also provides gasoline, ultra-low-sulfur diesel, jet fuel, petrochemicals, and asphalt. As of December 31, 2016, it owns and operates five oil refineries and related assets located in Toledo, Ohio; Delaware City, Delaware; Paulsboro, New Jersey; New Orleans, Louisiana; and Torrance, California. The company was founded in 2008 and is based in Parsippany, New Jersey. PBF Holding Company LLC is a subsidiary of PBF Energy Company LLC.

One Sylvan Way

Second Floor

Parsippany, NJ 07054

United States

Founded in 2008

3,136 Employees

Phone:

973-455-7500

Key Executives for PBF Holding Company LLC

Chief Executive Officer and Director
Age: 66
President and Director
Age: 44
Executive Chairman and Executive Chairman of PBF Energy Inc
Age: 75
Chief Financial Officer and Senior Vice President
Age: 40
President of Western Region and Director
Age: 56
Compensation as of Fiscal Year 2017.

PBF Holding Company LLC Key Developments

PBF Holding Company LLC Announces Private Placement of 7.25% Senior Notes Due 2025

On May 30, 2017, PBF Holding Company LLC entered into an Indenture among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation, the guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $725.0 million in aggregate principal amount of 7.25% Senior Notes due 2025. The initial purchasers in the offering purchased $725.0 million aggregate principal amount of Notes pursuant 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 $713.1 million from the offering after deducting the Initial Purchasers’ discount and estimated offering expenses. The company used the net proceeds to fund the previously announced cash tender offer for any and all of its outstanding 8.25% senior secured notes due 2020, to pay the related redemption price and accrued and unpaid interest for any 2020 Notes that remained outstanding after the completion of the Tender Offer, and for general corporate purposes. The notes are guaranteed on a senior unsecured basis by PBF Services Company LLC, PBF Investments LLC, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, Chalmette Refining, L.L.C., Torrance Refining Company LLC, PBF Energy Western Region LLC and Torrance Logistics Company LLC . The notes and guarantees are senior unsecured obligations and rank equal in right of payment with all of the issuers’ and the guarantors’ existing and future senior indebtedness, including PBF Holding’s asset based revolving credit agreement and the Issuers’ 7.00% Senior Secured Notes due 2023. The notes and the guarantees rank senior in right of payment to the issuers’ and the guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The notes and the guarantees are effectively subordinated to any of the issuers’ and the guarantors’ existing or future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the issuers’ non-guarantor subsidiaries. The notes pay interest semi-annually in cash in arrears on June 15 and December 15 each year, beginning on December 15, 2017. The Notes will mature on June 15, 2025. The indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the Issuers’ and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue certain preferred stock; make equity distributions, pay dividends on or repurchase capital stock or make other restricted payments; enter into transactions with affiliates; create liens; engage in mergers and consolidations or otherwise sell all or substantially all of the issuers’ assets; designate subsidiaries as unrestricted subsidiaries; make certain investments; and limit the ability of restricted subsidiaries to make payments to PBF Holding. These covenants are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply or will be modified if the Notes are rated investment grade. At any time prior to June 15, 2020, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.250% of the principal amount of the Notes, plus any accrued and unpaid interest to the date of redemption. On or after June 15, 2020, the Issuers may redeem all or part of the Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest to the date of redemption. In addition, prior to June 15, 2020, the Issuers may redeem all or part of the Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest to the date of redemption. Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase the Notes at a purchase price of 101% of the principal amount of the Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, certain asset dispositions will be triggering events that may require the Issuers to use the proceeds therefrom to offer to repurchase Notes at a purchase price equal to 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the applicable repurchase date.

PBF Energy Announces Expiration and Results of Cash Tender Offer by PBF Holding for Any and All of its Outstanding 8.25% Senior Secured Notes due 2020

PBF Energy Inc. announced that the previously announced cash tender offer by its indirect subsidiary, PBF Holding Company LLC ("PBF Holding"), to purchase any and all of the outstanding 8.25% Senior Secured Notes due 2020 (CUSIP: 69318FAB4) issued by PBF Holding and PBF Finance Corporation expired at 5:00 p.m., New York City time, on May 26, 2017 (the "Expiration Time"). According to information provided by Global Bondholder Services Corporation, the depositary and information agent for the tender offer, $247,835,000 aggregate principal amount of the Notes were validly tendered on or before the Expiration Time and not validly withdrawn, which amount excludes $5,102,000 aggregate principal amount of the Notes that remain subject to guaranteed delivery procedures. PBF Holding expects to accept for payment all such Notes validly tendered and not validly withdrawn in the tender offer and expects to make payment for the Notes on May 30, 2017, subject to PBF Holding's successful completion of its previously announced debt financing transaction. PBF Holding expects the payment for the Notes delivered in accordance with the guaranteed delivery procedures to be made on June 1, 2017. The total consideration payable for each $1,000 principal amount of Notes validly tendered on or before the Expiration Time and accepted for payment is equal to $1,023.75. In addition to the total consideration, holders of Notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the settlement date.

PBF Holding Company LLC Announces Pricing of $725 Million of 7.25% Senior Notes Due 2025

PBF Energy Inc. announced that its indirect subsidiary, PBF Holding Company LLC priced $725 million in aggregate principal amount of 7.25% senior notes due 2025 in a private offering. The offering is expected to close on May 30, 2017, subject to customary closing conditions. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. PBF Holding intends to use the net proceeds from the offering to fund the previously announced cash tender offer for any and all of its outstanding 8.25% senior secured notes due 2020, pay the related redemption price and accrued and unpaid interest for any 2020 Notes that remain outstanding after the completion or termination of the tender offer, and for general corporate purposes. The closing of the tender offer remains subject to the satisfaction of the terms and conditions of such tender offer. The closing of the offering of the Notes is conditioned on the satisfaction and discharge of the 2020 Notes.

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