PBF Energy 2012 Annual Report Download - page 101

PBF ENERGY INC. AND SUBSIDIARIES
(COMBINED AND CONSOLIDATED WITH PBF ENERGY COMPANY LLC AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE, UNIT AND BARREL DATA)
1- ORGANIZATION AND BASIS OF PRESENTATION (Continued)
2010 Reorganization (Continued)
transactions among entities under common control of the members. Accordingly, the historical operations of
PBFI are combined with PBF LLC for all periods presented and the transactions that affected the reorganization
were reported at historical cost.
IPO-Related Reorganization Transactions
Concurrent with completion of the IPO, PBF LLC’s limited liability company agreement was amended and
restated, among other things, to designate PBF Energy as the sole managing member of PBF LLC and to
establish the PBF LLC Series C Units which are held solely by PBF Energy. The PBF LLC Series A Units
continue to be held by parties other than PBF Energy (“the pre-IPO owners of PBF LLC”). The PBF LLC Series
C Units rank on parity with the PBF LLC Series A Units as to distribution rights, voting rights and rights upon
liquidation, winding up or dissolution. Following the IPO, profits and losses of PBF LLC are allocated, and all
distributions generally will be made, pro rata to the holders of PBF LLC Series A Units and PBF LLC Series C
Units. In addition, the amended and restated limited liability company agreement of PBF LLC provides that any
PBF LLC Series A Units acquired by PBF Energy will automatically be reclassified as PBF LLC Series C Units
in connection with such acquisition.
As part of the IPO and reorganization transactions, each holder of PBF LLC Series A Units received one share of
PBF Energy Class B common stock. The holder of a share of Class B common stock receives no economic rights
but entitles the holder, without regard to the number of shares of Class B common stock held by such holder, to
one vote on matters presented to stockholders of PBF Energy for each PBF LLC Series A Unit held by such
holder. Holders of PBF Energy Class A common stock and Class B common stock vote together as a single class
on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable
law. In connection with the IPO and related reorganization transactions, PBF Energy, PBF LLC and PBF LLC
Series A Unit holders also entered into an exchange agreement pursuant to which each of the existing the pre-
IPO owners of PBF LLC and other holders who acquire PBF LLC Series A Units upon the exercise of certain
warrants and options, will have the right to cause PBF LLC to exchange their PBF LLC Series A Units for shares
of PBF Energy Class A common stock on a one-for-one basis, subject to equitable adjustments for stock splits,
stock dividends and reclassifications. As of December 31, 2012, there were 72,972,131 PBF LLC Series A Units
held by parties other than PBF Energy which upon exercise of the right to exchange would exchange for
72,972,131 shares of PBF Energy Class A common stock. In addition, as of that date, there were options and
warrants to acquire 1,253,144 PBF LLC Series A Units outstanding, that upon exercise, could be exchanged for
1,253,144 shares of PBF Energy Class A common stock.
Initial Public Offering
On December 12, 2012, a registration statement filed with the U.S. Securities and Exchange Commission relating
to shares of Class A common stock of PBF Energy to be offered and sold in an initial public offering was
declared effective. On December 12, 2012, PBF Energy completed an IPO of 23,567,686 shares of Class A
common stock at a public offering price of $26.00 per share. The IPO closed on December 18, 2012.
PBF Energy used proceeds from the offering in the amount of $571.2 million to purchase 21,967,686 PBF LLC Series
A Units from funds affiliated with The Blackstone Group L.P. and First Reserve Management, L.P., PBF LLC’s
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