PBF Energy 2012 Annual Report Download - page 50

Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units to Class A Common Stock
On December 18, 2012, we completed our initial public offering by issuing 23,567,686 shares of our Class
A common stock at a price to the public of $26.00 per share. The proceeds to us from this 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 Blackstone and First Reserve. We used all
of the remaining proceeds from this offering, or $41.6 million, to purchase newly-issued PBF LLC Series C
Units from PBF LLC. We then caused PBF LLC to use all of these proceeds to pay the expenses of the offering,
including aggregate underwriting discounts of $33.7 million and other offering expenses.
In connection with our initial public offering, we entered into an exchange agreement with PBF LLC and
the pre-IPO owners of PBF LLC, pursuant to which the pre-IPO owners of PBF LLC may from time to time
(subject to the terms of the exchange agreement), cause PBF LLC to exchange their remaining PBF LLC Series
A Units for shares of our Class A common stock on a one-for-one basis, subject to equitable adjustments for
stock splits, stock dividends and reclassifications, and further subject to the rights of the holders of PBF LLC
Series B Units to share in a portion of the profits realized by Blackstone and First Reserve upon the sale of the
shares of Class A common stock received by them upon such exchange.
In December 2012, a total of 3,535 PBF LLC Series A Units were exchanged for 3,535 shares of our
Class A common stock in transactions exempt from registration under Section 4(2) of the Securities Act. We
received no other consideration in connection with these exchanges. No exchanges were made by any of our
directors, executive officers or entities affiliated with Blackstone or First Reserve.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about the securities authorized for issuance under our equity
compensation plans as of December 31, 2012. The information regarding equity compensation plans approved by
security holders represents our 2012 Equity Incentive Plan.
Equity Compensation Plan Information
(A) (B) (C)
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted-average
exercise price of
outstanding
options, warrants,
and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (A))
Plan Category
Equity compensation plans
approved by security holders . . . 682,500 $26.00 4,317,500
Equity compensation plans not
approved by security holders . . . — — —
Total ........................ 682,500 $26.00 4,317,500
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