July 5, 2023

On June 28, Willkie client PBF Energy Inc. announced the closing of its 50-50 joint venture partnership with Eni Sustainable Mobility Spa for a renewable diesel biorefinery in Louisiana.
The joint venture, St. Bernard Renewables LLC, is an operating biorefinery co-located with PBF's Chalmette Refinery in Louisiana. The biorefinery will have capacity to produce more than 300 million gallons per year of Hydrotreated Vegetable Oil Diesel (commonly known as “renewable diesel”). 
PBF's affiliate contributed the biorefinery and other assets comprising the business to St. Bernard Renewables while an affiliate of Eni Sustainable Mobility committed to contribute approximately $835 million to PBF. $431 million was paid at closing and the remainder will be contributed by Eni Sustainable Mobility upon start-up of the pre-treatment unit, which is expected to occur in the near future. An additional $50 million in contingent consideration will be paid by Eni Sustainable Mobility subject to the achievement of certain project milestones and performance criteria.
In addition to representing PBF in the joint venture partnership, Willkie advised St. Bernard Renewables in connection with a $400 million working capital facility provided by Wells Fargo Bank N.A. and a syndicate of asset-based lenders.
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. 
Eni is a global energy company headquartered in Rome. Eni Sustainable Mobility provides gradually decarbonized services and products that support the energy transition and accelerate the path to net zero emissions.
The Willkie team was led by partners Archie Fallon and Andres Mena and counsel Jason Nasra, and included counsel Emerson Girardeau and associates Joe Laurel and Monica Diddell.