As filed with the Securities and Exchange Commission on October 16, 20179, 2020
Registration No. 333-220406333-249180
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PBF HOLDING COMPANY LLC
PBF FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2911 | 27-2198168 | ||
Delaware | 2911 | 45-2685067 | ||
(State or Other Jurisdiction | (Primary Standard Industrial | (I.R.S. Employer | ||
of Incorporation or Organization) |
Classification Code Number) |
Identification Number) |
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Telephone: (973) 455-7500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Trecia M. Canty
Senior Vice President, General Counsel and Secretary
PBF Holding Company LLC
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Telephone: (973) 455-7500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
CopiesCopy to:
Douglas V. Getten
Andres C. Mena
Paul Hastings LLP
600 Travis Street, Suite 5800
Houston, TX 77002
Telephone: (713) 860-7300
Telecopy: (713) 353-3100
Approximate date of commencement of proposed sale of the securities to the public:As soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer ☐ | ||||
Non-accelerated filer | Smaller reporting company ☐ | |||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(1) | ||||
7.25% Senior Notes due 2025 | $725,000,000 | 100% | $725,000,000 | $84,028(4) | ||||
Guarantees of the 7.25% Senior Notes due 2025(2) | $725,000,000 | N/A | N/A | (3) | ||||
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The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANT SUBSIDIARY GUARANTORS
Exact Name of Registrant Guarantor(1) | State or Other Jurisdiction of Incorporation or Formation | IRS Employer Identification Number | ||||||
Chalmette Refining, L.L.C. | Delaware | 75-2717190 | ||||||
Delaware City Refining Company LLC | Delaware | 27-2198373 | ||||||
Martinez Refining Company LLC | Delaware | 84-2230960 | ||||||
Martinez Terminal Company LLC | Delaware | 84-2598515 | ||||||
Paulsboro Refining Company LLC | Delaware | 74-2881064 | ||||||
PBF Energy Western Region LLC | Delaware | 35-2545521 | ||||||
PBF Investments LLC | Delaware | 26-2050373 | ||||||
PBF Power Marketing LLC | Delaware | 27-2198489 | ||||||
PBF Services Company LLC | Delaware | 30-0644379 | ||||||
Toledo Refining Company LLC | Delaware | 27-4158209 | ||||||
Torrance Refining Company LLC | Delaware | 37-1795646 | ||||||
Torrance Logistics Company LLC | Delaware | 38-3983432 |
(1) | The address for each Registrant Guarantor is One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and the telephone number for each registrant is (973) 455-7500. |
EXPLANATORY NOTE
This Amendment is being filed solely for the purposepurposes of amending the Exhibit Index that is Item 21(a) of the Registration Statement (File No. 333-220406).333-249180) and to file the limited liability company agreements of Torrance Logistics Company LLC and Martinez Terminal Company LLC, each as in effect on the date hereof. No change is made to the prospectus constituting Part I of the Registration Statement or Items 20, 21(b) or 22 of Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. | Indemnification of Directors and Officers. |
Delaware Limited Liability Company Registrants
PBF Holding Company LLC and the co-registrant subsidiary guarantors are limited liability companies organized under the laws of the State of Delaware.
The Delaware Limited Liability Company Act, or the DLLCA, provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. However, to the extent that the limited liability company agreement seeks to restrict or limit the liabilities of such person, the DLLCA prohibits such agreement from eliminating liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
The Limited Liability Company Agreements of Chalmette Refining, L.L.C., Delaware City Refining Company LLC, Paulsboro Refining Company LLC, PBF Holding Company LLC, PBF Investments LLC, PBF Power Marketing LLC, PBF Services Company LLC, Toledo Refining Company LLC, PBF Energy Western Region LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, Martinez Refining Company LLC and Martinez Terminal Company LLC provide that each company shall indemnify the directors, members or officers of each such company to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against the directors, members or officers of each such company (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of the directors, members or officers in connection with each such company, unless such act or omission constitutes bad faith, gross negligence or willful misconduct on the part of the directors, members or officers of each such company.
Delaware Corporation Registrant
PBF Finance Corporation is incorporated under the laws of the State of Delaware.
Section 102 of the General Corporation Law of the State of Delaware, or the DGCL, allows a corporation to eliminate the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit. Section 145 of the DGCL empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of a corporation under the same conditions against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense and settlement of such action or suit, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.
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Section 174 of the DGCL provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered into the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
PBF Finance Corporation’s certificate of incorporation and bylaws contains provisions that provide for indemnification of officers and directors and their heirs and representatives to the full extent permitted by, and in the manner permissible under, the DGCL.
As permitted by Section 102(b)(7) of the DGCL, PBF Finance Corporation’s certificate of incorporation contains a provision eliminating the personal liability of a director to PBF Finance Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to some exceptions.
Item 21. |
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(a) The following documents are filed as exhibits to this Registration Statement.
Number | Description | |
Contribution Agreement dated as of April 24, 2019 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated April 26, 2019 (File No. 001-35764)) | ||
2.2 | Contribution Agreement dated as of February 15, 2017 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017). | |
2.3 | Contribution Agreement dated as of August 31, 2016 by and between PBF Energy Company LLC and PBF Logistics LP (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | |
2.4† | Sale and Purchase Agreement dated June 11, 2019 by and between PBF Holding Company LLC and Equilon Enterprises LLC d/b/a Shell Oil Products US (incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated June 11, 2019 (File No. 001-35764)). | |
2.5 | Sale and Purchase Agreement by and between PBF Holding Company LLC and ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipeline Company as of September 29, 2015 | |
Sale and Purchase Agreement by and between PBF Holding Company LLC, ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV Chalmette, L.L.C. as of June 17, 2015 | ||
Certificate of Formation of PBF Holding Company LLC |
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Number | Description | |
5.1** | Opinion of Paul Hastings LLP. | |
10.1*** | PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to DEF 14A filed with PBF | |
10.2*** | PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Appendix A to PBF Energy Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 13, 2018 (File No. 001-35764)). | |
10.3*** | Form of PBF Energy Non-Qualified Stock Option Agreement under the Amended and Restated PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated | |
10.5*** | Form of PBF Energy Performance Unit Award Agreement under the Amended and Restated PBF | |
10.6*** | Form of Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 filed with PBF Energy Inc.’s Amendment No. 6 to Registration Statement on Form S-1 (Registration No. 333-177933)). | |
10.7*** | Form of Restricted Stock Award Agreement for Non-employee Directors under the PBF Energy Inc. 2012 Equity Incentive Plan. (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated November 7, 2014 (File No. 001-35764)). | |
10.8*** | Form of 2016 Restricted Stock Award Agreement for Non-employee Directors under PBF Energy Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated May 5, 2016 (File No. 001-35764)). |
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Number | Description | |
10.9*** | Form of Restricted Stock Agreement for Employees under PBF Energy Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated November 4, 2016 (File No. 001-35764)). | |
10.10*** | Form of Restricted Stock Agreement for Non-Employee Directors under the PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Quarterly Report on Form 10-Q dated August 3, 2017 (File No. 001-35764)). | |
10.11*** | Form of 2017 Equity Incentive Plan Restricted Stock Agreement for employees (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on October 31, 2017). | |
10.12*** | Form of 2017 Equity Incentive Plan Non-Qualified Stock Agreement (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K (File No. 001-35764) filed on October 31, 2017). | |
10.13*** | Form of Amended and Restated Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated | |
Amended and Restated Restricted Stock Agreement for non-employee Directors under the PBF Energy Inc. 2017 Equity Incentive Plan. (incorporated by reference to Exhibit 10.3 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | ||
10.15*** | Form of Amended and Restated Restricted Stock Agreement for employees under PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 of PBF Energy Inc.’s Annual Report on Form 10-K (File No. 001-35764) filed on February 23, 2018). | |
10.16 | Fifth Amended and Restated Operation and Management Services and Secondment Agreement dated as of February 28, 2017 among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, PBF Logistics GP LLC, | |
Transportation Services Agreement dated as of August 31, 2016 among PBF Holding Company LLC and Torrance Valley Pipeline Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | ||
10.18 | Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | |
10.19 | Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | |
10.20 | Dedicated Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.6 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). |
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Number | Description | |
10.21 | Throughput Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC, and PBF Holding Company LLC (incorporated by reference to Exhibit 10.7 filed with PBF Energy Inc.’s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)). | |
10.22 | Senior Secured Revolving Credit Agreement dated as of May 2, 2018 (incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 7, 2018 (File No. 001-35764)). | |
10.23 | Sixth Amended and Restated Operation and Management Services and Secondment Agreement dated as of July 31, 2018, among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, Chalmette Refining L.L.C., Paulsboro Refining Company LLC, PBF Logistics GP LLC, PBF Logistics LP, DCR Storage and Loading LLC, Delaware City Terminaling Company LLC, Toledo Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC, Paulsboro Terminaling Company LLC, Paulsboro Natural Gas Pipeline Company LLC, Toledo Rail Logistics Company LLC, Chalmette Logistics Company LLC and PBFX Operating Company LLC (incorporated by reference to Exhibit 10.3 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | |
10.24 | Fifth Amended and Restated Omnibus Agreement dated as of July 31, 2018, among PBF Holding Company LLC, PBF Energy Company LLC, PBF Logistics GP LLC and PBF Logistics LP (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated October 31, 2018 (File No. 001-36446)). | |
10.25 | Amended and Restated Delaware City Rail Terminaling Services Agreement (incorporated by reference to Exhibit 10.1 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | |
10.26 | Amended and Restated Delaware City West Ladder Rack Terminaling Services Agreement (incorporated by reference to Exhibit 10.2 filed with PBF Logistics LP’s Quarterly Report on Form 10-Q dated May 3, 2018 (File No. 001-36446)). | |
10.27 | Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC |
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99.1** | Form of Letter of Transmittal for Holders of Global | |
99.2** | ||
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other | ||
Form of Letter to | ||
Form of Notice of Guaranteed | ||
XBRL Instance Document. | ||
XBRL Taxonomy Extension Schema Document. | ||
XBRL Taxonomy Extension Calculation Linkbase Document. | ||
XBRL Taxonomy Extension Definition Linkbase Document. | ||
XBRL Taxonomy Extension Label Linkbase Document. | ||
XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Filed herewith. |
** | Previously filed. |
*** | Indicates management compensatory plan or arrangement. |
† | Portions of the |
(1) | This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. |
All schedules not identified above have been omitted because they are not required, are not applicable or the information is included in the selected consolidated financial data or notes contained in this registration statement.
Item 22. | Undertakings. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Each registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(c) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if such registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of such registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(b) any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;
(c) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and
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(d) any other communication that is an offer in the offering made by such registrant to the purchaser.
That, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
PBF HOLDING COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
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Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
PBF FINANCE CORPORATION | ||
By: | /s/ Trecia M. Canty | |
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Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
PBF SERVICES COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
PBF POWER MARKETING LLC | ||
By: | /s/ Trecia M. Canty | |
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
PAULSBORO REFINING COMPANY LLC | ||
By: | /s/ Trecia M. Canty | |
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
II-12II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
TOLEDO REFINING COMPANY LLC | ||
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Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
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Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
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Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
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Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
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By: | /s/ Trecia M. Canty | |
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Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
II-17II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
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By: | /s/ Trecia M. Canty | |
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Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
II-18II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.9, 2020.
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By: | /s/ Trecia M. Canty | |
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Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ * Thomas J. Nimbley | Chief Executive Officer and Director (Principal Executive Officer) | October | ||
/S/ * Erik Young | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | October | ||
/S/ * John Barone | Chief Accounting Officer (Principal Accounting Officer) | October | ||
/S/ * Matthew C. Lucey | Director | October | ||
/ Trecia M. Canty | Director | October |
*By: | /s/ Trecia M. Canty | Attorney in-fact for the persons indicated | ||||
Trecia M. Canty |
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 9, 2020.
PBF INVESTMENTS LLC | ||
By: | /s/ Trecia M. Canty | |
Name: | Trecia M. Canty | |
Title: | Senior Vice President, General Counsel and Secretary |
II-19
EXHIBIT INDEXPursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 9, 2020.
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 9, 2020.
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/s/ Trecia M. Canty | ||||
Name: | Trecia M. Canty | |||
Title: | Senior Vice President, General Counsel and |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 9, 2020.
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/s/ Trecia M. Canty | ||||
Name: | Trecia M. Canty | |||
Title: | Senior Vice President, General Counsel and |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 9, 2020.
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/s/ Trecia M. Canty | ||||
Name: | Trecia M. Canty | |||
Title: | Senior Vice President, General Counsel and |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 9, 2020.
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/s/ Trecia M. Canty | ||||
Name: | Trecia M. Canty | |||
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Thomas J. Nimbley |
| October 9, 2020 | ||
/S/ * Erik Young | October 9, 2020 | |||
/S/ * John Barone | October 9, 2020 | |||
/S/ * Matthew C. Lucey | October 9, 2020 | |||
/S/ TRECIA M. CANTY Trecia M. Canty | Director | October 9, 2020 |
* | /s/ Trecia M. Canty |
Attorney in-fact for the persons indicated | ||
Trecia M. Canty |
II-7II-26