Simpson Thacher represented the initial purchasers, led by Wells Fargo Securities, LLC, in connection with the offering by PBF Holding Company LLC (“PBF Holding”), an indirect subsidiary of PBF Energy Inc. (“PBF Energy”), of $550 million aggregate principal amount of 0% Exchangeable Senior Notes due 2032, which includes the full exercise of the initial purchasers’ option to purchase additional notes. The Notes were co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding (together with PBF Holding, the “Issuers”) and are exchangeable for cash and, if applicable, common stock of PBF Energy. In addition, the Firm represented certain financial institutions in capped call transactions entered into with the Issuers concurrently with the notes offering. The Issuers used the net proceeds from the offering to (i) fund the cost of the capped call transactions, (ii) redeem all of the Issuers’ outstanding 7.875% Senior Unsecured Notes due 2030, and (iii) fund general corporate purposes.
PBF Energy 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.
The Simpson Thacher team included Roxane Reardon, Matt Hart and Lidia Donaldson (Capital Markets); Jonathan Lindabury, Marc Langer, Ruben Aguirre and Nathanial Hall (Derivatives); Edward Grais and Jemma Li (Tax).