PBF Energy Inc. (Form: 8-K, Received: 05/07/2020 11:22:08)

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): May 7, 2020

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

12b-2

of the Securities Exchange Act of 1934 (§

240.12b-2

of this chapter). ☐

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.

☐

Item 1.01.

Entry into a Material Definitive Agreement

On May 7, 2020, PBF Holding Company LLC, a Delaware limited liability company (“PBF Holding”), a subsidiary of PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), and PBF Energy Inc., a Delaware corporation (“PBF Energy” and collectively with PBF Holding and PBF LLC, the “Company”), and certain of its wholly-owned subsidiaries, as borrowers or subsidiary guarantors (collectively with the Company, “PBF”) entered into an amendment (the “Amendment”) to the Company’s asset-based revolving credit agreement, among PBF, Bank of America, National Association (“BofA”), as administrative agent, and certain other lenders (the “ABL”) to increase PBF Holding’s ability to incur Secured Indebtedness (as defined under the ABL) from an amount equal to 10% of Total Assets (as defined in the ABL) to 20% of Total Assets.

BofA serves as the administrative agent under the ABL for the

28-bank

syndicate participating in the facility. Certain of the banks included in the syndicate participating in the facility and their respective affiliates have in the past provided, are currently providing and in the future may continue to provide, investment banking, commercial banking and other financial services to PBF in the ordinary course of business for which they have received and may in the future receive customary compensation. Certain of the

28-bank

syndicate participating in the facility and their respective affiliates also have commitments with the Company’s subsidiary, PBF Logistics LP.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form

8-K

and incorporated in this Item 1.01 by reference.

Item 2.02

Results of Operations and Financial Condition

The information set forth in the second paragraph of

“Preliminary Selected Financial Data of PBF Energy”

(including Exhibit 99.1) in Item 7.01 and in the second paragraph of “

Commencement of Notes Offering

” (including Exhibit 99.3) in Item 8.01 below is incorporated by reference into this Item 2.02.

Item 7.01.

Regulation FD Disclosure

Preliminary Selected Financial Data of PBF Energy

In connection with the Notes Offering (as defined below), PBF Energy and PBF LLC are disclosing certain information regarding PBF Energy, and PBF Energy is disclosing under this Item 7.01 of this Current Report on Form 8-K such information in Exhibit 99.1 hereto, which is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering or any other securities of the Company.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 8.01.

Other Events

Commencement of Notes Offering

On May 7, 2020, PBF Energy issued a press release announcing that its indirect subsidiary, PBF Holding, and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation, as

co-issuers,

intend to commence a private offering of Senior Secured Notes due 2025 (the “Notes Offering”) to eligible purchasers. PBF Holding intends to use the net proceeds from the Notes Offering for general corporate purposes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

In connection with the Notes Offering, the Company is disclosing under this Item 8.01 of this Current Report on Form

8-K

the information included as Exhibit 99.3 hereto, which is incorporated herein by reference. The information included in Exhibit 99.3 is being delivered to potential investors in connection with the Notes Offering.

The information contained in this Item 8.01, including Exhibit 99.2 and 99.3, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering or any other securities of the Company.

PBF Energy Earnings Release and Quarterly Report on Form

10-Q

On May 7, 2020, PBF Energy issued a press release announcing that it will briefly delay its earnings conference call for the first quarter ended March 31, 2020, the filing of its Current Report on Form

8-K

setting forth its financial and operating results for the quarter ended March 31, 2020 (the “Earnings Release”) and the filing of its Quarterly Report on Form

10-Q

for the quarter ended March 31, 2020 (the “Form

10-Q”)

due to circumstances related to the coronavirus

(“COVID-19”)

pandemic in reliance on the “Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies” dated March 25, 2020 (Release No. 34-88465) issued by the Securities and Exchange Commission. PBF Energy expects to hold its earnings conference call and to file the Earnings Release and the Form

10-Q

no later than May 15, 2020. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Since early March 2020, PBF Energy has been following the recommendations of state and local health authorities to minimize the exposure risk for its employees, including suggested and mandated travel restrictions, office closures,

stay-at-home

orders and limitations on the availability of workforces. These restrictions have in turn caused a delay in the completion of the Earnings Release and Form

10-Q

process. In addition, PBF Energy’s management has had to devote significant time and attention to assessing the potential impact of the

COVID-19

pandemic and related events on its operations and financial position and developing operational and financial plans to address those matters, which has diverted management resources from completing the tasks necessary to file the Earnings Release and Form

10-Q

by the applicable filing due date.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

	10.1	Second Amendment dated as of May 7, 2020 to Senior Secured Revolving Credit Agreement dated as of May 2, 2018, as amended.

	99.1	Certain Information of PBF Energy.

	99.2	Notes Offering Launch Press Release dated May 7, 2020.

	99.3	Certain information being delivered to potential investors in connection with the Notes Offering.

	99.4	Press Release of PBF Energy dated May 7, 2020 to announce the date change for first quarter 2020 earnings release and call.

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

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: May 7, 2020	PBF Energy Inc.
	(Registrant)

	By:	/s/ Erik Young
	Name:	Erik Young
	Title:	Senior Vice President, Chief Financial Officer

Date: May 7, 2020
	PBF Energy Company LLC
	(Registrant)

	By:	/s/ Erik Young
	Name:	Erik Young
	Title:	Senior Vice President, Chief Financial Officer

Date: May 7, 2020
	PBF Holding Company LLC
	(Registrant)

	By:	/s/ Erik Young
	Name:	Erik Young
	Title:	Senior Vice President, Chief Financial Officer

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT

SENIOR SECURED REVOLVING CREDIT AGREEMENT

This SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of May 7, 2020 (this “Amendment”), is entered into by and among Bank of America, N.A., individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is a party hereto as a lender (each such financial institution is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, the Lenders, PBF Holding Company LLC, a Delaware limited liability company (“Holdings”), Delaware City Refining Company LLC, a Delaware limited liability company (“Delaware City”), Paulsboro Refining Company LLC, a Delaware limited liability company (“Paulsboro”), Toledo Refining Company LLC, a Delaware limited liability company (“Toledo”), Chalmette Refining, L.L.C., a Delaware limited liability company (“Chalmette”), Torrance Refining Company LLC, a Delaware limited liability company (“Torrance”), and Martinez Refining Company LLC, a Delaware limited liability company (“Martinez Refining” and, together with Holdings, Delaware City, Paulsboro, Toledo, Chalmette and Torrance, the “Borrowers” and each individually, a “Borrower”) and the other Loan Parties set forth on the signature pages hereto.

WHEREAS, the Borrowers, the Lenders, the Administrative Agent and the Collateral Agent are parties to that certain Senior Secured Revolving Credit Agreement, dated as of May 2, 2018 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of February 18, 2020, but before giving effect to the amendments contemplated hereby, the “Existing Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrowers have requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement as set forth herein; and

WHEREAS, the Lenders are desirous of amending certain provisions of the Existing Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINED TERMS. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

SECTION 2. AMENDMENTS. Subject only to the satisfaction of the conditions set forth in Section 3 hereof, effective as of the Second Amendment Effective Date (as defined in Section 3 hereof), the Borrowers, the other Loan Parties and the Lenders agree that Section 6.01(bb) of the Existing Credit Agreement shall be amended and restated in its entirety as follows: “(bb) general Indebtedness not otherwise permitted by this Section 6.01 in an aggregate amount not to exceed the greater of (x) $100,000,000 and (y) 20% of Total Assets (as determined on the date of incurrence of such Indebtedness) outstanding at any time;”.

SECTION 3. EFFECTIVENESS. This Amendment shall become effective as of the first date on which each of the following conditions has been satisfied or waived (the “Second Amendment Effective Date”):

(a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrowers, (ii) each other Loan Party and (iii) the Required Lenders.

(b) The reasonable and documented out-of-pocket fees and disbursements of Winston & Strawn LLP, as legal counsel to the Administrative Agent, to the extent invoiced to the Borrower prior to the date of this Amendment, shall be paid by the Borrowers.

(c) Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Loan Party hereby represents and warrants that:

(a) (i) The representations and warranties contained in the Loan Documents shall be true and correct in all material respects (except for those representations or warranties that are conditioned by materiality, which shall be true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of such date, except to the extent the such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations or warranties that are conditioned by materiality, which shall have been true and correct in all respects) on and as of such earlier date; and (ii) immediately prior to, and after giving effect to, this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing, except the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement, as applicable.

(b) Each Loan Party has all requisite corporate or limited liability company (or equivalent) power and authority to enter into this Amendment and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or limited liability company (or equivalent) action on the part of each Loan Party that is a party hereto. The Amendment has been duly executed and delivered by each Loan Party that is a party thereto and when executed and delivered by each Loan Party, will constitute the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 5. EFFECTS ON LOAN DOCUMENTS.

(a) By its execution of this Amendment, Martinez Refining assumes all of the rights, responsibilities and obligations of a Borrower under the Amended Credit Agreement and agrees to all the terms and provisions of the Amended Credit Agreement applicable to it as a Borrower thereunder.

(b) On and after the effectiveness of this Amendment, each reference in any Loan Document, and in any other document or instrument incidental thereto, to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and each reference in the Existing Credit Agreement to “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall mean, from and after the Second Amendment Effective Date, the Amended Credit Agreement.

(c) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

SECTION 6. NON-RELIANCE ON AGENTS. Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment. Each Lender also acknowledges that it will, without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit decisions in taking or not taking action under or based upon this Amendment, the Amended Credit Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

SECTION 7. MISCELLANEOUS.

(a) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

(b) If any provision of this Amendment is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(c) Each of the parties hereto hereby agrees that Sections 10.09 and 10.10 of the Existing Credit Agreement are incorporated by reference herein, mutatis mutandis, and shall have the same force and effect with respect to this Amendment as if originally set forth herein.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.


PBF HOLDING COMPANY LLC, as a Borrower

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


DELAWARE CITY REFINING COMPANY LLC, as a Borrower

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


PAULSBORO REFINING COMPANY LLC, as a Borrower

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


TOLEDO REFINING COMPANY LLC, as a Borrower

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


CHALMETTE REFINING L.L.C., as a Borrower

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


TORRANCE REFINING COMPANY LLC, as a Borrower

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer

[Signature Page to Second Amendment to Senior Secured Revolving Credit Agreement]


MARTINEZ REFINING COMPANY LLC, as a Borrower

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


PBF POWER MARKETING, LLC, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


PBF INVESTMENTS LLC, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


PBF FINANCE CORPORATION, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


PBF SERVICES COMPANY LLC, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


PBF ENERGY WESTERN REGION LLC, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer

[Signature Page to Second Amendment to Senior Secured Revolving Credit Agreement]


TORRANCE LOGISTICS COMPANY LLC, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


PBF INTERNATIONAL INC., as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


MARTINEZ REFINING COMPANY LLC, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer


MARTINEZ TERMINAL COMPANY LLC, as a Subsidiary Guarantor

By:		/s/ John E. Luke
		Name: John E. Luke Title: Treasurer

[Signature Page to Second Amendment to Senior Secured Revolving Credit Agreement]


BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and a Lender

By:		/s/ William J. Wilson
		Name: William J. Wilson Title: Senior Vice President

[Signature Page to Second Amendment to Senior Secured Revolving Credit Agreement]


[ ], as a Lender*

By:
		Name: Title:

* Signatures on file with the Company

[Signature Page to Second Amendment to Senior Secured Revolving Credit Agreement]

Exhibit 99.1

Preliminary First Quarter 2020 Financial Information of PBF Energy Inc.

The preliminary financial data discussed below for PBF Energy Inc. has been prepared by, and is the responsibility of, our management and has not been audited or reviewed by its independent registered public accounting firm. We have provided a range for our current preliminary unaudited estimates of throughput (in barrels per day “bpd”), revenue, net loss, Adjusted fully converted net loss excluding special items, EBITDA, EBITDA excluding special items, Adjusted EBITDA, cash and long-term debt discussed below because our financial closing procedures for the first quarter of fiscal year 2020 are not yet complete and are subject to final adjustments and other developments that may arise between now and the time the financial results for the first quarter of fiscal year 2020 are finalized. The preliminary first quarter estimates are based upon assumptions we believe to be reasonable but include information from third parties that is subject to further review and verification. It is possible that our final reported results may not be within the ranges we currently estimate, and the difference may be material. We expect to report financial results related to the quarter ended March 31, 2020 on or about May 15, 2020.

The following are our current preliminary estimates as of and for the three month period ended March 31, 2020:

•

throughput of between 850,000 bpd and 860,000 bpd;

•

revenue of between $5.00 billion and $5.35 billion;

•

net loss of between $(1,100.0) million and $(1,050.0) million;

•

adjusted fully converted net loss excluding special items of between $(175.0) million and $(125.0) million, EBITDA excluding special items of between $(15.0) million and $0.0 and Adjusted EBITDA of between $(15.0) million and $(3.0) million ( See below for Non-GAAP disclosures including a reconciliation of Adjusted fully converted net loss excluding special items, EBITDA, EBITDA excluding special items and Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure);

•

cash balance of between $675.0 million and $750.0 million; and

•

debt balance of between $3,500.0 million and $3,700.0 million.

Non-GAAP Financial Measures

Special Items

The Non-GAAP measures presented above include EBITDA excluding special items. Special items for the period presented relate to lower of cost or market (“LCM”) inventory adjustments, changes in the Tax Receivable Agreement (“TRA”) liability, debt extinguishment costs and changes in the fair value of contingent consideration. Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items

PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflects an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. In addition, we present results on an Adjusted Fully-Converted basis excluding special items as described above. We believe that these Adjusted Fully-Converted measures, when presented in conjunction with comparable GAAP measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results. Neither Adjusted Fully-Converted Net Income (Loss) nor Adjusted Fully-Converted Net Income (Loss) excluding special items should be considered an alternative to net income presented in accordance with GAAP. Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA

Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization), EBITDA excluding special items and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our board of directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, the non-cash change in the fair value of catalyst obligations, the write down of inventory to the LCM, changes in the liability for Tax Receivable Agreement due to factors out of PBF Energy’s control such as changes in tax rates, debt extinguishment costs related to refinancing activities, change in the fair value of contingent consideration and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP.

The following tables reconcile net income (loss) to EBITDA, EBITDA excluding special items and Adjusted EBITDA:


	(Unaudited, in millions) Three Months Ended March 31, 2020
	Range of Estimated Results
	Low			High
Reconciliation of Net Income (loss) to EBITDA and EBITDA excluding special items:
Net Income (loss)	$	(1,100.0	)	$	(1,050.0	)
Depreciation and amortization		120.0			110.0
Interest expense, net		55.0			45.0
Income tax (benefit) expense		(375.0	)		(365.0	)

EBITDA	$	(1,300.0	)	$	(1,260.0	)
Special items:
Add: Non-cash LCM inventory adjustment		1,295.0			1,285.0
Add: Change in TRA liability		15.0			10.0
Add: Debt extinguishment costs		25.0			20.0
Add: Change in contingent consideration		(50.0	)		(55.0	)

EBITDA excluding special items	$	(15.0	)	$	—


Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	(1,300.0	)	$	(1,260.0	)
Add: Stock based compensation		10.0			9.0
Add: Non-cash change in fair value of catalyst obligations		(10.0	)		(12.0	)
Add: Non-cash LCM inventory adjustment		1,295.0			1,285.0
Add: Change in TRA liability		15.0			10.0
Add: Debt extinguishment costs		25.0			20.0
Add: Change in contingent consideration		(50.0	)		(55.0	)

Adjusted EBITDA	$	(15.0	)	$	(3.0	)

Reconciliation of Net Income (loss) to Adjusted fully converted net income (loss) and Adjusted fully converted net income (loss) excluding special items:


Net Income (loss) attributable to PBF Energy Inc. stockholders	$	(1,100.0	)	$	(1,050.0	)
Less: income allocated to participating securities		0.2			0.1

Income (loss) available to PBF Energy Inc. stockholders—basic		(1,100.2	)		(1,050.1	)
Add: Noncontrolling interest		(15.0	)		(10.0	)
Less: Income tax benefit (expense)		5.2			2.1

Adjusted fully converted net income (loss)	$	(1,110.0	)	$	(1,058.0	)
Special items:
Add: Non-cash LCM inventory adjustment		1,295.0			1,285.0
Add: Change in TRA liability		15.0			10.0
Add: Debt extinguishment costs		25.0			20.0
Add: Change in contingent consideration		(50.0	)		(55.0	)
Add: Recomputed income taxes on special items		(350.0	)		(327.0	)

Adjusted fully converted net income (loss) excluding special items	$	(175.0	)	$	(125.0	)

Forward Looking Statements

Statements in this Exhibit relating to future plans, results, performance, expectations, 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, the company’s plans, objectives, expectations and intentions with respect to future earnings and operations. 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 disclosed in the Company’s filings with the SEC, our ability to successfully integrate the recently acquired Martinez refinery into our business and the duration and severity of the COVID-19 pandemic and certain developments in the global oil markets and their impact on global macroeconomic conditions. 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.

Exhibit 99.2

LOGO

PBF Energy Announces Intention to Offer $1,000.0 million of Senior Secured Notes

PARSIPPANY, NJ – May 7, 2020 – PBF Energy Inc. (NYSE:PBF) (“PBF Energy”) today announced that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), intends to offer, subject to market and other conditions, $1,000.0 million in aggregate principal amount of senior secured notes due 2025 (the “Notes”) in a private offering. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. Completion of the offering is subject to, among other things, pricing and market conditions. PBF Holding intends to use the net proceeds from the offering for general corporate purposes.

The Notes will be offered in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offer of the Notes will be made only by means of an offering memorandum to qualified investors and has not been registered under the Securities Act or any applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Statements

Statements in this press release relating to future plans, results, performance, expectations, 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, the company’s expectations with respect to the timing and amount of the offering and the anticipated use of proceeds therefrom. 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 disclosed in the company’s filings with the SEC. 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.

About PBF Energy Inc.

PBF Energy Inc. (NYSE:PBF) 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. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

PBF Energy Inc. also currently indirectly owns the general partner and approximately 48% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

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Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973-455-7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973-455-8994

Exhibit 99.3

Unless the context otherwise requires, references to the “Company,” “we,” “our,” “us” or “PBF” refer to PBF Holding Company LLC, or PBF Holding, and, in each case, unless the context otherwise requires, its consolidated subsidiaries.

Recent Developments

COVID-19

The recent outbreak of the COVID-19 pandemic and certain developments in the global oil markets are negatively impacting worldwide economic and commercial activity and financial markets, as well as global demand for petroleum and petrochemical products. The COVID-19 pandemic and related governmental responses have also resulted in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces and has resulted in significantly lower demand for refined petroleum products. We believe, but cannot guarantee, that demand for refined petroleum products will ultimately rebound as governmental restrictions are lifted. However, the ultimate significance of the COVID-19 pandemic on our business will be dictated by its currently unknowable duration and the rate at which people are willing and able to resume activities even after governmental restrictions are lifted. In addition, recent global geopolitical and macroeconomic events have further contributed to the decline in crude oil prices and the overall volatility in crude oil and refined product prices.

The price of refined products we sell and the crude oil we purchase impacts our revenues, income from operations, net income and cash flows. In addition, a decline in the market prices for products and feedstocks held in our inventories below the carrying value of our inventory may result in the adjustment of the value of our inventories to the lower market price and a corresponding loss on the value of our inventories, and any such adjustment is likely to be material. See “—Preliminary Unaudited Selected Financial Data for the First Quarter of 2020” for our estimates of expected revenues and net loss for the first quarter of 2020, as well as our estimated lower of cost or market inventory valuation adjustment for the first quarter of 2020.

We are actively responding to the impacts from these matters on our business. In late March and through early April 2020, we started reducing the amount of crude oil processed at our refineries in response to the decreased demand for our products and we temporarily idled various units at certain of our refineries to optimize our production in light of prevailing market conditions.

We have adjusted our operational plans to the evolving market conditions and previously announced steps to lower our 2020 operating expenses budget through significant reductions in discretionary activities and third party services. In March 2020, we estimated that these efforts would result in a reduction in our operating expenses budget of approximately $125.0 million. We have subsequently identified additional reductions and currently estimate an aggregate reduction of approximately $140.0 million in our 2020 operating expenses budget. In addition, we are currently operating our refineries at minimum rates. As the market conditions develop and the demand outlook becomes clearer, we will continue to adjust our operations in response.

In addition to the steps above with respect to our operations, we are also addressing our liquidity. We are taking the following measures, some of which were previously announced in March 2020:

•

Closed on the sale of five hydrogen plants for gross cash proceeds of $530.0 million on April 17, 2020;

•

Reduced 2020 planned capital expenditures by approximately $240.0 million. We subsequently identified additional reductions in capital expenditures and currently estimate an aggregate reduction of approximately $357.0 million in 2020 planned capital expenditures, an approximate 49% reduction to PBF Energy’s previous 2020 budget. We intend to satisfy all required safety, environmental and regulatory capital commitments, while continuing to explore further opportunities to minimize our near-term capital expenditure requirements;

•

Established a company-wide COVID-19 Response Team and increased precautions to keep our employees healthy and safe, including social distancing, additional personal protective equipment and enhanced facility cleanings. We have not had to temporarily close any of our refineries due to a COVID-19 outbreak;

•

Reduced corporate overhead expenses by over $20.0 million on an annual basis primarily through salary reductions. Specifically, the Board of Directors of PBF Energy and management have reduced their compensation by 50%, while Chairman and CEO Thomas Nimbley’s salary has been reduced by 67%. In addition, more than 50% of our corporate and non-represented employees have also reduced their salaries;

•

Suspended PBF Energy’s quarterly dividend of $0.30 per share, anticipated to preserve approximately $35.0 million of cash each quarter; and

•

Evaluating various other liquidity and cash flow optimization options.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees. Based on our preliminary analysis of the CARES Act, we are exploring the following opportunities:

•

Deferral of social security payroll tax matches that would otherwise be required in 2020;

•

Receipt of a payroll tax credit in 2020, to the extent allowable, for expenses related to paying wages and health benefits to employees who are not working as a result of closures and reduced receipts associated with the COVID-19 pandemic; and

•

Carryforward of tax loss incurred in 2020, as applicable, to utilize in future years when our 2020 tax return is filed.

We intend to seek any available potential benefits under the CARES Act, including loans, investments or guarantees, and any other such current or future government programs for which we qualify, including those described above. We cannot predict the manner in which such benefits or any of the other benefits described herein will be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all.

Many uncertainties remain with respect to the COVID-19 pandemic, including the extent to which the COVID-19 pandemic will continue to impact our business and operations, the effectiveness of the actions undertaken by national, regional, state and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. We are unable to predict the ultimate economic impacts from the COVID-19 pandemic, however, we have been and will likely continue to be adversely impacted. We believe, to the extent possible, we have proactively addressed many of the known impacts of the COVID-19 pandemic and will strive to continue to do so, but there can be no guarantee that these measures will be effective.

Our primary liquidity sources are operating cash flow, cash and cash equivalents, and borrowings under our Revolving Credit Facility. As of March 31, 2020, we estimate having cash and cash equivalents ranging from $550.0 million to $600.0 million and total long-term debt outstanding estimated to range from $2,600.0 million to $2,800.0 million, plus the capacity to borrow an additional $450.0 to $500.0 million under our Revolving Credit Facility (net of $190.0 to $200.0 million outstanding letters of credit).

On April 17, 2020, we closed on the sale of five hydrogen plants to Air Products and Chemicals for $530.0 million in cash that is also now on our balance sheet.

As of May 1, 2020, after giving effect to this offering, we anticipate our liquidity would have been approximately $2,000.0 million based on our estimated $805.0 million of cash and cash equivalents, $151.0 million of additional, available borrowing capacity and no subsequent borrowings under our Revolving Credit Facility. Assuming current commodity prices remain stable and working capital normalizes in May, we expect to realize an additional net working capital benefit and a Revolving Credit Facility borrowing base increase. However, if we continue to experience low crude oil prices and deteriorating market conditions, our borrowing capacity under our Revolving Credit Facility may be reduced.

We have no debt maturities due in 2020, and we have $48.7 million of debt obligations due over the next three years, excluding interest incurred on amounts we have borrowed and financing fees.

The global crisis resulting from the COVID-19 pandemic has had a substantial impact on the economy and overall consumer demand for energy and hydrocarbon products. As a result of the significant decrease in PBF Energy’s stock price as of the end of the quarter and noticeable reduction in demand for our products, we determined that an impairment triggering event had occurred. As such, we performed an interim impairment assessment on certain long-lived assets as of March 31, 2020. As a result of the interim impairment test, we currently expect that the carrying values of our long-lived assets will not be impaired when comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets over their remaining estimated useful life.

While it is impossible to estimate the duration or complete financial impact of the COVID-19 pandemic, we believe that the strategic actions described above plus our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditures, working capital needs, and debt service requirements, for the next twelve months. We cannot assure you that our assumptions used to estimate our liquidity requirements will be correct because the impact that the COVID-19 pandemic is having on us and our industry is ongoing and unprecedented. The extent of the impact of the COVID-19 pandemic on our business, financial condition, results of operation and liquidity will depend largely on future developments, including the duration of the outbreak, particularly within the geographic areas where we operate, and the related impact on overall economic activity, all of which are uncertain and cannot be predicted with certainty at this time. As a result, we may require additional capital, and such additional financing may not be available on favorable terms or at all.

See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors—Risks Relating to the Notes—Risks Relating to COVID-19 and Related Developments.”

Preliminary Unaudited Selected Financial Data for the First Quarter of 2020

The preliminary financial data discussed below has been prepared by, and is the responsibility of, our management and has not been audited or reviewed by our independent registered public accounting firm. We have provided a range for our current preliminary unaudited estimates of throughput (in barrels per day “bpd”), revenue, net loss and EBITDA (earnings before interest, income taxes, depreciation and amortization) discussed below because our financial closing procedures for the first quarter of 2020 are not yet complete and are subject to final adjustments and other developments that may arise between now and the time the financial results for the first quarter of 2020 are finalized. The preliminary first quarter estimates are based upon assumptions we believe to be reasonable but include information from third parties that is subject to further review and verification. It is possible that our final reported results may not be within the ranges we currently estimate, and the difference may be material. In addition, the net loss ranges provided below do not include a final lower of cost or market inventory adjustment (LCM) for the three month period ended March 31, 2020, as all of the information required to complete our LCM analyses for the period is not yet available. We expect to report financial results related to the quarter ended March 31, 2020 on or about May 15, 2020.

The following are our current preliminary estimates for the three month period ended March 31, 2020:

•

throughput of between 850,000 bpd and 860,000 bpd;

•

revenue of between $5,000.0 million and $5,350.0 million;

•

net loss of between $(1,510.0) million and $(1,445.0) million; and

•

EBITDA excluding special items of between $(70.0) million and $(55.0) million and Adjusted EBITDA of between $(71.0) million and $(59.0) million (See below for Non-GAAP disclosures including a reconciliation of EBITDA, EBITDA excluding special items and Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure).

Estimated revenue is consistent with the comparable period in 2019 but driven by a combination of higher throughput and lower selling price per barrel. Estimated EBITDA is consistent with the comparable period in 2019; reflective of lower realized gross margin, partially offset by higher throughput.

EBITDA, EBITDA excluding special items and Adjusted EBITDA are supplemental measures of performance that are not required by or presented in accordance with GAAP. We use these non-GAAP financial measures as supplements to our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. EBITDA, EBITDA excluding special items and Adjusted EBITDA are measures of operating performance that are not defined by GAAP and should not be considered a substitute for net income as determined in accordance with GAAP. See “—Summary Historical Consolidated and Pro Forma Financial and Other Data.”

The following table reconciles net loss to EBITDA, EBITDA excluding special items and Adjusted EBITDA:


	(unaudited in millions)
	Three Months Ended March 31, 2020
	Range
	Low			High
Net Loss	$	(1,510.0	)	$	(1,445.0	)
EBITDA adjustments
Depreciation and amortization		110.0			100.0
Interest (income) expense		40.0			30.0
Income taxes		20.0			10.0

EBITDA	$	(1,340.0	)	$	(1,305.0	)

Special items
Non-cash LCM inventory adjustment		1,295.0			1,285.0
Change in contingent consideration		(50.0	)		(55.0	)
Debt extinguishment costs		25.0			20.0

EBITDA excluding special items	$	(70.0	)	$	(55.0	)

Stock based compensation		9.0			8.0
Non-cash change in fair value of catalyst obligations		(10.0	)		(12.0	)

Adjusted EBITDA	$	(71.0	)	$	(59.0	)

Our current estimates of the preliminary unaudited financial data discussed above constitute forward-looking statements, as referred to in “Cautionary Statement Regarding Forward-Looking Statements.” These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” in this offering memorandum and the risk factors described in the documents incorporated by reference into this offering memorandum. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this offering memorandum supplement to conform these statements to actual results or to changes in our expectations.

Martinez Acquisition

On February 1, 2020, we acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the “Seller”) the Martinez refinery and related logistics assets (collectively, the “Martinez Acquisition”), pursuant to a sale and purchase agreement dated June 11, 2019 (the “SPA”). The Martinez Acquisition increased our total throughput capacity to over 1,000,000 bpd.

In addition to refining assets, the Martinez Acquisition includes a number of high-quality onsite logistics assets, including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities with approximately 8.8 million barrels of shell capacity.

The cash purchase price for the Martinez Acquisition was $960.0 million plus approximately $216.1 million for hydrocarbon inventory and other working capital. In addition, PBF Holding also has an obligation to make certain post-closing payments to the Seller if certain conditions are met including earn-out payments based on certain earnings thresholds of the Martinez refinery (as set forth in the SPA), for a period of up to four years following the closing. The transaction was financed through a combination of cash on hand, including proceeds from our offering of the 2028 Notes and borrowings under our Revolving Credit Facility.

2028 Senior Unsecured Notes Offering

On January 24, 2020, we issued $1.0 billion in aggregate principal amount of the 2028 Notes for net proceeds of $987.0 million after deducting the initial purchasers’ discount and estimated offering expenses. The proceeds from the 2028 Notes issuance were used for general corporate purposes, including to fully redeem our 7.00% senior notes due 2023 (the “2023 Notes”) and to fund a portion of the cash consideration for the Martinez Acquisition.

Receivables Purchase Agreement

On February 18, 2020, in connection with the entry into a $300.0 million uncommitted receivables purchase facility (the “Receivables Facility”), we amended the Revolving Credit Facility and entered into a related intercreditor agreement to allow us to sell certain eligible receivables. Under the Receivables Facility, we will sell receivables to a third party buyer subject to their approval and subject to certain conditions. The sales of receivables under the Receivables Facility are absolute and irrevocable but subject to certain repurchase obligations under certain circumstances.

Revolving Credit Facility Amendment

On May 7, 2020, we further amended our Revolving Credit Facility, which resulted in an increase of our ability to incur certain secured debt from 10% of our total assets to 20% of our total assets.

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Summary Historical Consolidated and Pro Forma Financial and Other Data

The following table sets forth our summary historical and pro forma consolidated financial data at the dates and for the periods indicated. The summary historical consolidated financial data as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019 have been derived from our audited financial statements included in our 2019 Annual Report incorporated by reference herein. The summary unaudited pro forma consolidated financial information is derived from our unaudited pro forma financial statements included in our Form 8-K/A filed on April 17, 2020, which is incorporated by reference herein.

The summary unaudited pro forma consolidated financial information has been derived by the application of pro forma adjustments to our historical consolidated financial statements that give effect to the Martinez Acquisition, borrowings incurred under our Revolving Credit Facility and the issuance of the 2028 Senior Notes to fund the Martinez Acquisition and the corresponding redemption of the 2023 Senior Notes. The unaudited pro forma consolidated financial information does not reflect the effects of any anticipated changes to be made by us to the operations of the combined companies, including synergies and cost savings, and does not include one-time transaction and integration charges attributable to the acquisition. The unaudited pro forma consolidated financial information should not be construed to be indicative of our future results of operations or financial position.

You should read this information in conjunction with our consolidated financial statements and the related notes thereto (in “Item 8. Financial Statements and Supplementary Data”), “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 6. Selected Financial Data” included in our 2019 Annual Report and the 2019 audited combined financial statements of the Martinez refinery and logistics assets, each of which are incorporated by reference herein, and the sections entitled “Basis of Presentation,” and “Summary” in this offering memorandum. Our summary unaudited pro forma condensed consolidated financial information is presented for informational purposes only.


	Year Ended December 31,
(in millions)	Pro Forma Consolidated 2019			2019			2018			2017
Revenues	$	28,283.8		$	24,468.9		$	27,164.0		$	21,772.4
Cost and expenses:
Cost of products and other		25,164.8			21,667.7			24,744.6			19,095.8
Operating expenses, excluding depreciation		1,929.6			1,684.3			1,654.8			1,626.4
Depreciation and amortization expense		422.4			386.7			329.7			254.3

Cost of sales		27,516.8			23,738.7			26,729.1			20,976.5
General and administrative expenses, excluding depreciation (1)		507.0			258.7			253.8			197.9
Depreciation and amortization expense		10.8			10.8			10.6			13.0
Equity income in investee		(7.9	)		(7.9	)		(17.8	)		(14.6	)
(Gain) loss on sale of assets		(19.3	)		(29.9	)		(43.1	)		1.5

Total cost and expenses		28,007.4			23,970.4			26,932.6			21,174.3

Income from operations		276.4			498.5			231.4			598.1
Other income (expense)
Change in fair value of catalyst obligations		(9.7	)		(9.7	)		5.6			(2.2	)
Debt extinguishment costs		—			—			—			(25.5	)
Interest expense, net		(148.9	)		(108.7	)		(127.1	)		(122.6	)
Other non-service components of net periodic benefit cost		(0.2	)		(0.2	)		1.1			(1.4	)

Income before income taxes		117.6			379.9			111.0			446.4
Income tax (benefit) expense		(8.3	)		(8.3	)		8.0			(10.8	)

Net income		125.9			388.2			103.0			457.2
Less: net income attributable to noncontrolling interests		—			—			0.1			0.1

Net income attributable to PBF Holding LLC	$	125.9		$	388.2		$	102.9		$	457.1


	Year Ended December 31,
(in millions)	Pro Forma Consolidated 2019		2019		2018		2017
Balance sheet data (at end of period)
Total assets	$	9,674.6	$	8,845.6	$	7,213.5
Total debt (2)		1,999.2		1,287.1		1,290.9
Total equity		3,874.8		3,897.2		3,529.8
Selected financial data:
Capital expenditures (3)	$	903.3	$	717.1	$	560.3		$642.9
Adjusted EBITDA		489.7		676.1		944.3		590.0

(1)	Includes acquisition related expenses consisting primarily of consulting and legal expenses related to completed and other pending and non-consummated acquisitions of $9.9 million and $0.5 million in 2019 and 2017, respectively. There were no acquisition related expenses during 2018.

(2)	Total debt, excluding debt issuance costs, includes current maturities and our Note Payable (which was fully paid off in 2018).

(3)

Includes expenditures for acquisitions, construction in progress, property, plant and equipment (including railcar purchases), deferred turnaround costs and other assets, excluding the proceeds from sales of assets. Pro forma capital expenditures for the year ended December 31, 2019 includes historical capital expenditures of the Martinez refinery and logistics assets for the periods prior to the closing of the Martinez Acquisition and does not purport to indicate actual capital expenditures that would actually have been incurred had the Martinez Acquisition been completed on the assumed date or for the periods presented, or which may be realized in the future.

EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our Existing Notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, the non-cash change in the fair value of catalyst obligations, the write down of inventory to the LCM, debt extinguishment costs related to refinancing activities, and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:

•

do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

do not reflect changes in, or cash requirements for, our working capital needs;

•

do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•

do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow;

•

do not reflect certain other non-cash income and expenses; and

•

exclude income taxes that may represent a reduction in available cash.

The following tables reconcile net income as reflected in our results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented:


	Proforma Consolidated 2019			Year Ended December 31,
(in millions)	Proforma Consolidated 2019			2019			2018			2017
Reconciliation of net income to EBITDA and EBITDA excluding special items:
Net Income		$125.9		$	388.2		$	103.0		$	457.2
Depreciation and amortization		433.2			397.5			340.3			267.3
Interest expense, net		148.9			108.7			127.1			122.6
Income tax (benefit) expense		(8.3)			(8.3	)		8.0			(10.8	)

EBITDA		$699.7		$	886.1		$	578.4		$	836.3

Special Items:
Add: Non-cash LCM inventory adjustment		(250.2	)		(250.2	)		351.3			(295.5	)
Add: Debt extinguishment costs		—			—			—			25.5
Add: Gain on Torrance land sale		(33.1	)		(33.1	)		(43.8	)		—
Add: Early railcar return expense		—			—			52.3			—

EBITDA excluding special items		$416.4		$	602.8		$	938.2		$	566.3

Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA		$699.7		$	886.1		$	578.4		$	836.3
Add: Stock based compensation		30.5			30.5			20.2			21.5
Add: Non-cash change in fair value of catalyst obligations		9.7			9.7			(5.6	)		2.2
Add: Non-cash LCM inventory adjustment		(250.2	)		(250.2	)		351.3			(295.5	)
Add: Debt extinguishment costs		—			—			—			25.5

Adjusted EBITDA		$489.7		$	676.1		$	944.3		$	590.0

Risks Relating to COVID-19 and Related Developments

The recent outbreak of the COVID-19 pandemic and certain developments in the global oil markets are significantly affecting our business, financial condition and results of operations and may continue to do so, and our liquidity could also be negatively impacted, particularly if the U.S. economy remains unstable for a significant amount of time.

The recent outbreak of the COVID-19 pandemic and certain developments in the global oil markets are negatively impacting worldwide economic and commercial activity and financial markets, as well as global demand for petroleum and petrochemical products. The COVID-19 pandemic and related governmental responses have also resulted in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. In addition, movements made by the world’s largest oil producers to increase market share in the current environment, combined with the impact of the COVID-19 pandemic, has created simultaneous shocks in oil supply and demand resulting in an economic challenge to our industry which has not occurred since our formation. This combination has resulted in significant demand reduction for our refined products and abnormal volatility in oil commodity prices, which may continue for the foreseeable future. The full impact of the COVID-19 pandemic and these market developments is unknown and is rapidly evolving. The full extent to which the COVID-19 pandemic and these market developments negatively impact our business and operations will depend on the severity, location and duration of the effects and spread of COVID-19, the actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume.

We are working with federal, state and local health authorities to respond to COVID-19 cases in the regions we operate and are taking or supporting measures to try to limit the spread of the virus and to mitigate the burden on the healthcare system. Many of these measures will have an adverse impact on our business and financial results that we are not currently able to fully quantify. For example, we are limiting onsite staff at all of our facilities to essential operational personnel. As a result, we are carefully evaluating projects at our refineries and limiting or postponing projects and other non-essential work. Based on market conditions, our refineries are currently operating at minimum rates. We plan to significantly reduce capital expenditures in the near term, while intending to satisfy and comply with all required safety, environmental and planned regulatory capital commitments and other regulatory requirements, although there are no assurances that we will be able to do so. Non-compliance with applicable environmental and safety requirements, including as a result of reduced staff

due to an outbreak at one of our refineries, may subject us to fines or penalties assessed by governmental authorities or may result in an environmental or safety incident. We may also be subject to liability as a result of claims by impacted workers.

As of May 1, 2020, after giving effect to this offering, we estimate our liquidity would have been approximately $2,000.0 million based on our estimated $805.0 million of cash and cash equivalents, $151.0 million of additional, available borrowing capacity and no subsequent borrowings under our Revolving Credit Facility. If we continue to experience low crude oil prices and deteriorating market conditions, our borrowing capacity under our Revolving Credit Facility may be reduced. As a result, we may require additional capital, and such additional financing may not be available on favorable terms or at all.

Broad economic factors resulting from the current COVID-19 pandemic, including increasing unemployment rates, substantially reduced travel and reduced business and consumer spending, also affect our business. Business closings and layoffs in the markets we operate may adversely affect demand for our refined products. If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, our liquidity and ability to repay our outstanding debt may be harmed.

In addition, our results and financial condition may be adversely affected by federal or state laws, regulations, orders, or other governmental or regulatory actions addressing the current COVID-19 pandemic or the U.S. refining industry, which, if adopted, could result in direct or indirect restrictions to our business, financial condition, results of operations and cash flow.

Furthermore, the current COVID-19 pandemic has caused disruption in the financial markets and the businesses of financial institutions. These factors have caused a slowdown in the decision-making of these institutions, which may affect the timing on which we may obtain any additional funding. There can be no assurance that we will be able to raise additional funds on terms acceptable to us, if at all.

The foregoing and other continued disruptions to our business as a result of the COVID-19 pandemic could result in a material adverse effect on our business, result of operations, financial condition, cash flows and our ability to service our indebtedness and other obligations.

To the extent the COVID-19 pandemic adversely affects our business, financial condition, results of operations and liquidity, it may also have the effect of heightening many of the other risks described in the “Risk Factors” section included in our 2019 Annual Report and in this offering memorandum, as those risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10-Q and other reports and documents we file with the SEC after the date of this offering memorandum.

Our working capital, cash flows and liquidity can be significantly impacted by volatility in commodity prices and refined product demand.

Payment terms for our crude oil purchases are typically longer than those terms we extend to our customers for sales of refined products. Additionally, reductions in crude oil purchases tend to lag demand decreases for our refined products. As a result of this timing differential, the payables for our crude oil purchases are generally proportionally larger than the receivables for our refined product sales. As we are normally in a net payables position, a decrease in commodity prices generally results in a use of working capital. Given we process a significant volume of crude oil, the impact can materially affect our working capital, cash flows and liquidity.

Exhibit 99.4

LOGO

PBF Energy Announces Date Change for First Quarter 2020 Earnings Release and Call

PARSIPPANY, NJ – May 7, 2020 – PBF Energy Inc. (NYSE: PBF) announced today that it has changed the date of its previously announced earnings release and earnings call and will now report its results for the first quarter 2020 on Friday, May 15, 2020. The company will host a conference call and webcast regarding quarterly results and other business matters on Friday, May 15, 2020, at 8:30 a.m. ET.

The call is being webcast and can be accessed at PBF Energy’s website, http://www.pbfenergy.com. The call can also be accessed by dialing (866) 342-8591 or (203) 518-9713, conference ID: PBFQ120. The audio replay will be available two hours after the end of the call through May 29, 2020, by dialing (800) 839-3607 or (402) 220-2970.

About PBF Energy Inc.

PBF Energy Inc. (NYSE: PBF) 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. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

PBF Energy Inc. also currently indirectly owns the general partner and approximately 48% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

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Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994