PBF Energy 2012 Annual Report Download - page 44

We cannot assure you that we will continue to declare dividends or have the available cash to make dividend
payments.
Although we currently intend to pay quarterly cash dividends on our Class A common stock, the
declaration, amount and payment of any dividends will be at the sole discretion of our board of directors. We are
not obligated under any applicable laws, our governing documents or any contractual agreements with our
existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of
PBF LLC to make tax distributions to its members). Our board of directors may take into account, among other
things, general economic conditions, our financial condition and operating results, our available cash and current
and anticipated cash needs, capital requirements, plans for expansion, tax, legal, regulatory and contractual
restrictions and implications, including under our outstanding debt documents, and such other factors as our
board of directors may deem relevant in determining whether to declare or pay any dividend. Because PBF
Energy is a holding company with no material assets (other than the equity interests of its direct subsidiary), its
cash flow and ability to pay dividends is dependent upon the financial results and cash flows of its direct
subsidiary PBF Holding and its operating subsidiaries and the distribution or other payment of cash to it in the
form of dividends or otherwise. The direct and indirect subsidiaries of PBF Energy are separate and distinct legal
entities and have no obligation to make any funds available to it. As a result, if we do not declare or pay
dividends you may not receive any return on an investment in our Class A common stock unless you sell our
Class A common stock for a price greater than that which you paid for it.
Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law
may discourage or delay a change in control.
Our certificate of incorporation and bylaws contain provisions which could make it more difficult for
stockholders to effect certain corporate actions. Among other things, these provisions:
• authorize the issuance of undesignated preferred stock, the terms of which may be established and the
shares of which may be issued without stockholder approval;
• prohibit stockholder action by written consent after the date on which Blackstone and First Reserve
collectively cease to beneficially own at least a majority of all of the outstanding shares of our capital
stock entitled to vote;
• restrict certain business combinations with stockholders who obtain beneficial ownership of a certain
percentage of our outstanding common stock after the date Blackstone and First Reserve and their
affiliates collectively cease to beneficially own at least 5% of all of the outstanding shares of our
capital stock entitled to vote;
• provide that special meetings of stockholders may be called only by the chairman of the board of
directors, the chief executive officer or the board of directors, or Blackstone or First Reserve, for so
long as Blackstone or First Reserve, in its individual capacity as the party calling the meeting,
continues to beneficially own at least 25% of the total voting power of all the then outstanding shares
of our capital stock, and establish advance notice procedures for the nomination of candidates for
election as directors or for proposing matters that can be acted upon at stockholder meetings; and
• provide that on and after the date Blackstone and First Reserve collectively cease to beneficially own a
majority of all of the outstanding shares of our capital stock entitled to vote, our stockholders may only
amend our bylaws with the approval of 75% or more of all of the outstanding shares of our capital
stock entitled to vote.
These anti-takeover provisions and other provisions of Delaware law may have the effect of delaying or
deterring a change of control of our company. Certain provisions could also discourage proxy contests and make
it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other
corporate actions you desire. These provisions could limit the price that certain investors might be willing to pay
in the future for shares of our Class A common stock.
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