PBF Energy 2012 Annual Report Download - page 47

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Class A common stock trades on the New York Stock Exchange under the symbol “PBF.” Our Class B
common stock is not publicly traded.
As of February 25, 2013 there were 5 holders of record of our Class A common stock and 41 holders of
record of our Class B common stock.
The following table sets forth, for the period indicated, the high and low sales prices of our Class A common
stock as reported by the New York Stock Exchange from December 13, 2012, the first day of trading following
our initial public offering, through December 31, 2012. The initial public offering price of our Class A common
stock was $26.00 per share.
Sales Prices of the
Common Stock Dividends
Per
Common ShareHigh Low
2012:
December 13 to December 31, 2012 ........... $29.05 $26.00 $0.00
Dividend Policy
We declared a quarterly dividend of $0.30 per share on our outstanding Class A common stock. The
dividend is payable on March 15, 2013 to holders of record of our Class A common stock at the close of business
on March 5, 2013.
The declaration, amount and payment of this and any other future dividends on shares of Class A common
stock will be at the sole discretion of our board of directors, and 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. In addition, we expect that to the extent we declare a
dividend for a particular quarter, our cash flow from operations for that quarter will substantially exceed any
dividend payment for such period. Because any future declaration or payment of dividends will be at the sole
discretion of our board of directors, we do not expect that any such dividend payments will have a material
adverse impact on our liquidity or otherwise limit our ability to fund capital expenditures or otherwise pursue our
business strategy over the long-term. Although we have the ability to borrow funds and sell assets to pay future
dividends (subject to certain limitations in our ABL Revolving Credit Facility and the PBF Holding Senior
Secured Notes), we intend to fund any future dividends out of our cash flow from operations and, as a result, we
do not expect to incur any indebtedness or to use the proceeds from equity offerings to fund such payments.
We are a holding company and have no material assets other than our ownership interests of PBF LLC. In
order for us to pay any dividends, we will need to cause PBF LLC to make distributions to us and the holders of
PBF LLC Series A Units, and PBF LLC will need to cause PBF Holding to make distributions to it, in an amount
sufficient to cover cash dividends, if any, declared by us. PBF Holding is generally prohibited under Delaware
law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to
the distribution, liabilities of the limited liability company (with certain exceptions) exceed the fair value of its
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