Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT - PBF Energy Inc. | pressreleaseq215-energy.htm |
| EX-99.2 - EXHIBIT - PBF Energy Inc. | pbfacqupd073015vfx.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 8-K
______________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 30, 2015
PBF ENERGY INC.
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-35764 | 45-3763855 |
Delaware | 333-186007 | 27-2198168 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
_____________________________________________
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973) 455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 - Results of Operations and Financial Condition.
On July 30, 2015, PBF Energy Inc. (the “Company”) issued a press release announcing the Company's financial and operating results for the second quarter ended June 30, 2015, which include the operating results of its consolidated indirect subsidiary, PBF Holding Company LLC. A copy of the press release is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report is being “furnished” pursuant to Item 2.02 of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Accordingly, the information in Item 2.02 of this Current Report, including the press release (Exhibit 99.1), will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 7.01 - Regulation FD Disclosure.
On July 30, 2015, PBF Energy posted presentation materials regarding the Company's pending acquisition of Chalmette Refining, L.L.C. (the "Chalmette Acquisition") on the Investor Relations section of the Company's website at www.pbfenergy.com. These presentation materials are furnished with this Current Report as Exhibit 99.2. The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
Forward-Looking Statements
Statements contained in the exhibits to this report reflecting the Company’s or its management’s expectations or predictions relating to future plans, results, performance, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, satisfaction of the conditions to the closing of the Chalmette Acquisition and the possibility that the Chalmette Acquisition will not close; timing of the completion of the proposed Chalmette Acquisition; and the Company’s plans for financing the Chalmette Acquisition. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the Company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks described above, and the risks disclosed in the Company’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | Press release announcing second quarter results, dated July 30, 2015 |
99.2 | Chalmette Acquisition Update Presentation materials dated July 30, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Dated: | July 30, 2015 | |||
PBF Energy Inc. | ||||
(Registrant) | ||||
By: | /s/ Erik Young | |||
Name: | Erik Young | |||
Title: | Senior Vice President, Chief Financial | |||
Officer | ||||
Dated: | July 30, 2015 | |||
PBF Holding Company LLC | ||||
(Registrant) | ||||
By: | /s/ Erik Young | |||
Name: | Erik Young | |||
Title: | Senior Vice President, Chief Financial | |||
Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press release announcing second quarter results, dated July 30, 2015 |
99.2 | Chalmette Acquisition Update Presentation materials dated July 30, 2015 |