PARSIPPANY, N.J., May 22, 2017 /PRNewswire/ -- PBF Energy
Inc. (NYSE: PBF) today announced that its indirect subsidiary, PBF Holding Company LLC ("PBF Holding"), commenced a cash tender
offer to purchase any and all of the $675,500,000 in aggregate principal amount outstanding of
8.25% Senior Secured Notes due 2020 (CUSIP: 69318FAB4) (the "Notes") issued by PBF Holding and PBF Finance Corporation. The
tender offer is being made pursuant to an "Offer to Purchase" dated today, which sets forth a more comprehensive description of
the terms of the offer. The table below sets forth information with respect to the Notes and the tender offer.
Title of Security
|
CUSIP No.
|
Outstanding
Principal Amount
|
Total
Consideration (1)
|
8.25% Senior Secured
Notes due 2020
|
69318FAB4
|
$675,500,000.00
|
$1,023.75
|
|
(1) Per $1,000 principal amount
of Notes validly tendered and accepted for payment.
|
The tender offer is scheduled to expire at the expiration time, which is at 5:00 p.m.,
New York City time, on May 26, 2017, unless extended or earlier
terminated. Holders of Notes must tender and not withdraw their Notes on or before the expiration time to receive the "Total
Consideration."
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.
Except as required by applicable law, Notes tendered may be withdrawn only on or before the expiration time, or, if a tender
offer is extended, the 10th business day after the commencement of such tender offer.
PBF Holding may elect to accept for purchase prior to the expiration of the tender offer all Notes validly tendered on or
before the expiration time. It is anticipated that the settlement date for Notes validly tendered on or before the expiration
time will be May 30, 2017.
PBF Holding has retained Citigroup Global Markets Inc. to serve as dealer manager for the tender offer. PBF Holding has
retained Global Bondholder Services Corporation to serve as the depositary and the information agent for the tender offer.
Requests for documents and questions about the tender offer may be directed to Global Bondholder Service Corporation by phone at
(212) 430-3774 (for banks and brokers) or (866) 470-3900 or in writing at 65 Broadway – Suite 404, Attn: Corporate Actions,
New York, New York 10006. Copies may also be obtained at http://www.gbsc-usa.com/PBF/.
The tender offer is subject to the satisfaction of certain conditions, including a financing condition. If any of the
conditions are not satisfied, PBF Holding is not obligated to accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered Notes, in each event subject to applicable laws, and may terminate the tender offer. The
tender offer is not conditioned on the tender of a minimum principal amount of Notes. PBF Holding is not soliciting consents from
holders of Notes in connection with the tender offer. This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes or any other securities. The tender offer is made only by and pursuant to the terms of the Offer to
Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery, and the information in this press release is
qualified by reference to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. None of
PBF Holding, the dealer manager or the depositary and information agent makes any recommendations as to whether holders should
tender their Notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender Notes, and, if so,
the principal amount of Notes to tender.
Forward-Looking Statements
This press release includes certain statements that may constitute forward-looking statements. Such forward-looking statements
are subject to the general risks inherent in our business and are subject to a variety of known and unknown risks, uncertainties,
and other factors that are difficult to predict and many of which are beyond management's control. Our expectations may or may
not be realized or may be based upon assumptions or judgments that prove to be incorrect. Additional information relating to the
uncertainties and other factors that can affect our business and future results are discussed in the "Risk Factors" section or
other sections in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by us from
time to time with the Securities and Exchange Commission. The forward-looking statements are only as of the date made, and we
undertake no obligation to (and expressly disclaims any obligation to) update or revise any forward-looking statement to reflect
new information or events, other than as required by law.
About PBF Energy Inc.
PBF Energy Inc. (NYSE: PBF) is one of the largest independent refiners in North America,
operating, through its subsidiaries, oil refineries and related facilities in California,
Delaware, Louisiana, New
Jersey and Ohio. Our mission is to operate our facilities in a safe, reliable and
environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the
communities where we do business, and provide superior returns to our investors.
PBF Energy Inc. also currently indirectly owns the general partner and approximately 44.1% of the limited partnership interest
of PBF Logistics LP (NYSE: PBFX).
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SOURCE PBF Energy Inc.