PBF Energy 2012 Annual Report Download - page 45

In addition, in connection with our initial public offering, we entered into a stockholders agreement with
Blackstone and First Reserve pursuant to which they will each be entitled to nominate a number of directors so
long as certain ownership thresholds are maintained.
The market price of our Class A common stock may be volatile, which could cause the value of your
investment to decline.
The market price of our Class A common stock may be highly volatile and could be subject to wide
fluctuations due to a number of factors including:
• variations in actual or anticipated operating results or dividends, if any, to stockholders;
• changes in, or failure to meet, earnings estimates of securities analysts;
• market conditions in the oil refining industry;
• litigation and government investigations;
• changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof
affecting our business or industry;
• general economic and stock market conditions; and
• the availability for sale, or sales, of a significant number of shares of our Class A common stock in the
public market.
These and other factors may cause the market price of our Class A common stock to decrease significantly,
which in turn would adversely affect the value of your investment.
In the past, following periods of volatility in the market price of a company’s securities, stockholders have
often instituted class action securities litigation against those companies. Such litigation, if instituted, could result
in substantial costs and a diversion of management’s attention and resources, which could significantly harm our
profitability and reputation.
If securities or industry analysts do not publish research or reports about our business, or if they downgrade
their recommendations regarding our Class A common stock, our stock price and trading volume could
decline.
The trading market for our Class A common stock is influenced by the research and reports that industry or
securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A
common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price
may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in
the financial markets, which in turn could cause our Class A common stock price or trading volume to decline
and our Class A common stock to be less liquid.
Shares of our Class A common stock price may decline due to the large number of shares of Class A common
stock eligible for future sale and future issuance and for exchange.
The market price of shares of our Class A common stock could decline as a result of sales of a large number
of shares of Class A common stock in the market or the perception that such sales could occur. These sales, or
the possibility that these sales may occur, also might make it more difficult for us to sell shares of Class A
common stock in the future at a time and at a price that we deem appropriate. In addition, any shares of Class A
common stock that we issue, including under any equity incentive plans, would dilute the percentage ownership
of the holders of our Class A common stock.
In connection with our initial public offering, we, our executive officers and directors and Blackstone and
First Reserve agreed with the underwriters, subject to certain exceptions, not to sell, dispose of or hedge any of
37