pbf-20211025

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): October 25, 2021

PBF ENERGY INC.

PBF ENERGY COMPANY LLC

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-35764	45-3763855
Delaware	333-206728-02	61-1622166
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))

Securities registered pursuant to Section 12(b) of The Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.001	PBF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o

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 13(a) of the Exchange Act. o

Item 1.01 - Entry Into a Material Definitive Agreement.

On October 25, 2021, PBF Holding Company LLC ("PBF Holding"), an indirect subsidiary of PBF Energy Inc. and subsidiary of PBF Energy Company LLC, a Delaware limited liability company ("PBF LLC"), and together with each of its wholly-owned subsidiaries, Delaware City Refining Company LLC ("DCR"), Paulsboro Refining Company LLC ("PRC"), and Chalmette Refining, L.L.C. (“Chalmette”, and together with PBF Holding, DCR and PRC, the “PBF Entities”) entered into a third amended and restated inventory intermediation agreement (the "Third A&R Inventory Intermediation Agreement") with J. Aron & Company LLC, a subsidiary of the Goldman Sachs Group, Inc., ("J. Aron") pursuant to which the terms of the existing inventory intermediation agreements were amended and restated in their entirety, including, among other things, pricing and an extension of terms. The Third A&R Inventory Intermediation Agreement extends the term to December 31, 2024, which term may be further extended by mutual consent of the parties to December 31, 2025.

Pursuant to the Third A&R Inventory Intermediation Agreement, J. Aron will continue to purchase and hold title to certain crude oil, intermediate and finished products (the "Products") purchased or produced by the Paulsboro and Delaware City refineries (and, at the election of the PBF Entities, the Chalmette refinery) (the "Refineries") and delivered into storage tanks at the Refineries (the "Storage Tanks"). Furthermore, J. Aron agrees to sell the Products back to PRC and DCR (and, at the election of the PBF Entities, Chalmette) as the Products are discharged out of the Storage Tanks. J. Aron has the right to store the Products purchased in tanks under the Third A&R Inventory Intermediation Agreement and will retain these storage rights for the term of the agreement. PBF Holding intends to utilize the crude oil and will market and sell the refined products independently to third parties.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit No.			Description

10.1*			Third Amended and Restated Inventory Intermediation Agreement dated as of October 25, 2021, among J. Aron & Company LLC, PBF Holding Company LLC, Delaware City Refining Company LLC, Paulsboro Refining Company LLC, and Chalmette Refining, L.L.C.

104			Cover Page Interactive Data File (formatted as Inline XBRL).


*			Denotes that fees, payment terms and other competitively sensitive business terms have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

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.

Date:

October 28, 2021

PBF Energy Inc.

(Registrant)

By:

/s/ Trecia M. Canty

Name:

Trecia M. Canty

Title:

Senior Vice President, General Counsel and Secretary

Date:

October 28, 2021

PBF Energy Company LLC

(Registrant)

By:

/s/ Trecia M. Canty

Name:

Trecia M. Canty

Title:

Senior Vice President, General Counsel and Secretary

Date:

October 28, 2021

PBF Holding Company LLC

(Registrant)

By:

/s/ Trecia M. Canty

Name:

Trecia M. Canty

Title:

Senior Vice President, General Counsel and Secretary

PBF Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits