CREDIT FACILITIES AND DEBT

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

CREDIT FACILITIES AND DEBT

CREDIT FACILITIES AND DEBT

Debt outstanding consists of the following:

(in millions)	September 30, 2023		December 31, 2022
2028 Senior Notes	$	801.6	$	801.6
2030 Senior Notes	500.0		—
2025 Senior Notes	—		664.5
Revolving Credit Facility	—		—
Catalyst financing arrangements	—		4.0
	1,301.6		1,470.1
Less — Current debt	—		—
Unamortized discount	(3.3)		—
Unamortized deferred financing costs	(55.3)		(35.2)
Long-term debt	$	1,243.0	$	1,434.9

Senior Notes

2030 Senior Notes

On August 21, 2023, PBF Holding entered into an indenture among PBF Holding and PBF Finance (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), 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 $500.0 million in aggregate principal amount of 7.875% senior unsecured notes due 2030 (the “2030 Senior Notes”) at an issue price of 99.324%. The Issuers received net proceeds of approximately $488.8 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds, together with cash on hand, to fully redeem the outstanding 7.25% senior unsecured notes due 2025 (the “2025 Senior Notes”), including accrued and unpaid interest, on September 13, 2023.

The 2030 Senior Notes are guaranteed on a senior unsecured basis by substantially all of PBF Holding’s subsidiaries. The 2030 Senior 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 the Revolving Credit Facility, as defined below, and the Issuers’ outstanding 6.00% senior unsecured notes due 2028 (the “2028 Senior Notes”). The 2030 Senior 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 2030 Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness. The 2030 Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries.

In addition, the 2030 Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on the Issuer’s and their 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 following a covenant termination event, including the attainment of an investment grade rating of the 2030 Senior Notes.

At any time prior to September 15, 2026, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2030 Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.875% of the principal amount of the 2030 Senior Notes, plus any accrued and unpaid interest through the date of redemption; provided that at least 65% of the aggregate principal amount of the notes originally issued under the indenture governing the 2030 Senior Notes remains outstanding immediately after the occurrence of each such redemption. On or after September 15, 2026, the Issuers may redeem all or part of the 2030 Senior Notes, in each case at the redemption prices described in the indenture, together with any accrued and unpaid interest through the date of redemption. In addition, prior to September 15, 2026, the Issuers may redeem all or part of the 2030 Senior Notes at a “make-whole” redemption price described in the indenture, together with any accrued and unpaid interest through 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 2030 Senior Notes at a purchase price of 101% of the principal amount of the 2030 Senior Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, in connection with certain asset dispositions, the Issuers may be required to use the net cash proceeds of the asset disposition (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the 2030 Senior Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase.

2025 Senior Notes

On September 13, 2023, the Company redeemed the $664.5 million in aggregate principal amount outstanding of its 2025 Senior Notes. The 2025 Senior Notes were redeemed at a price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest through the date of redemption. Wilmington Trust, National Association was the trustee for the 2025 Senior Notes and Deutsche Bank Trust Company Americas served as the Paying Agent for the full redemption of the 2025 Senior Notes.

Revolving Credit Facility

On August 23, 2023, PBF Holding and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amendment and restatement of its existing asset-based revolving credit agreement, among PBF Holding, Bank of America, National Association as administrative agent, and certain other lenders (the “Revolving Credit Agreement”). The Revolving Credit Agreement amended and restated the previously existing revolving credit agreement dated as of May 2, 2018 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) through August 2028 and increased the maximum commitment to $3.5 billion from $2.85 billion. The commitment fees on the unused portion, the interest rate on advances and the fees for letters of credit are generally consistent with the Prior Credit Agreement. The Revolving Credit Facility contains representations, warranties and covenants by PBF Holding and the other borrowers, as well as customary events of default and indemnification obligations that are consistent with those in the Prior Credit Agreement.

As of September 30, 2023, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements.