PBF Energy 2012 Annual Report Download - page 10

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Please find page 10 of the 2012 PBF Energy annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

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by us are available on our website (under “Investors”) free of charge, soon after we file or furnish such material.
In this same location, we also post our corporate governance guidelines, code of business conduct and ethics, and
the charters of the committees of our board of directors. These documents are available free of charge in print to
any stockholder that makes a written request to the Secretary, PBF Energy Inc., One Sylvan Way, Second Floor,
Parsippany, New Jersey 07054.
History
We are a holding company and our sole asset is an equity interest in PBF LLC. We are the sole managing
member of PBF LLC and operate and control all of the business and affairs and consolidate the financial results
of PBF LLC and its subsidiaries. PBF LLC is a holding company for the companies that directly and indirectly
own and operate our business.
On December 18, 2012, we closed the initial public offering of 23,567,686 shares of our Class A common
stock at an offering price of $26.00 per share. In connection with the offering, our shares of Class A common
stock began trading on the New York Stock Exchange under the symbol “PBF”. The proceeds to us from the
offering, before deducting underwriting discounts, were approximately $612.8 million of which we used
approximately $571.2 million to purchase 21,967,686 PBF LLC Series A Units from our financial sponsors,
funds affiliated with The Blackstone Group L.P. (“Blackstone”) and First Reserve Management L.P. (“First
Reserve”), as described in our Prospectus, dated December 12, 2012, filed pursuant to Rule 424 (b) of the
Securities Act.
As of December 31, 2012, Blackstone and First Reserve and our executive officers and directors and certain
employees beneficially owned 72,972,131 PBF LLC Series A Units (we refer to all of the holders of the PBF
LLC Series A Units as “the pre-IPO owners of PBF LLC”) and we owned 23,571,221 PBF LLC Series C Units,
and the pre-IPO owners of PBF LLC through their holdings of Class B common stock have 75.6% of the voting
power in us, and the holders of our issued and outstanding shares of Class A common stock have 24.4% of the
voting power in us. As a result of the current ownership of the Class B common stock and the PBF LLC Series A
Units, Blackstone and First Reserve continue at the present time to control us, and we in turn, as the sole
managing member of PBF LLC, control PBF LLC and its subsidiaries.
PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling
interest in its consolidated financial statements representing the economic interests of the pre-IPO owners of
PBF LLC. PBF LLC is PBF Energy’s predecessor for accounting purposes. Our financial statements and results
of operations for periods prior to the completion of our initial public offering are those of PBF LLC.
See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director
Independence.”
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