SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

. SUBSEQUENT EVENTS

PBFX Distributions

On July 28, 2022, the Board of Directors of PBF GP announced a distribution of $0.30 per unit on outstanding common units of PBFX. The distribution is payable on August 25, 2022 to PBFX unitholders of record at the close of business on August 11, 2022.

Extinguishment of Debt

On July 11, 2022, the Company exercised its rights under the indenture governing the 2025 Senior Secured Notes to redeem all of the outstanding 2025 Senior Secured Notes at a price of 104.625% of the aggregate principal amount thereof plus accrued and unpaid interest. The aggregate redemption price for all 2025 Senior Secured Notes approximated $1.3 billion plus accrued and unpaid interest. The 2025 Senior Secured Notes are reflected as Current debt on the Condensed Consolidated Balance Sheets and the redemption was financed using cash on hand as of June 30, 2022. The difference between the carrying value of the 2025 Senior Secured Notes on the date they were redeemed and the amount for which they were redeemed was $70.4 million and will be recorded as a Loss on extinguishment of debt in the Consolidated Statements of Operations in the third quarter of 2022.

In July 2022, the Company settled one of its precious metal financing arrangements at its Torrance refinery with cash on hand as of June 30, 2022. The related financing obligation of approximately $6.7 million is included in Current debt in the Condensed Consolidated Balance Sheets as of June 30, 2022.

Pending Merger with PBFX

On July 27, 2022, PBF Energy and PBF LLC entered into a definitive agreement with PBFX (the “Merger Agreement”) (the Merger Agreement and the transactions contemplated thereby are referred to herein as the “Merger Transaction”) pursuant to which PBF Energy and PBF LLC will acquire all of the publicly held common units in PBFX representing limited partner interests in the MLP not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates.

The consideration to the PBFX common unitholders (other than PBF Energy and its affiliates) under the Merger Transaction consists of cash and PBF Energy Class A common stock. The holders of each outstanding PBFX common unit will receive cash consideration of $9.25 and 0.27 shares of PBF Energy Class A common stock for each PBFX common unit. PBF Energy and PBF LLC, as the beneficiary owner of 47.7% of PBFX’s outstanding common units, have committed to vote such units to approve the transaction.

The terms of the Merger Transaction were unanimously approved by the conflicts committee (the “Conflicts Committee”) of the Board of Directors (the “PBFX Board”) of PBFX’s general partner and by the PBFX Board based on the unanimous approval and recommendation of the Conflicts Committee, which is comprised entirely of independent directors. Upon closing, PBFX will become an indirect wholly-owned subsidiary of PBF Energy and PBF LLC.

The Merger Transaction is subject to regulatory approval and customary closing conditions and the approval of the PBFX common unit holders (including PBF Energy) it is expected to close in the fourth quarter of 2022, however there can be no assurance that the Merger Transaction will be consummated in the anticipated timeframe, on the contemplated terms or at all.