PBF Energy 2012 Annual Report Download - page 56

Our forward-looking statements also include estimates of the total amount of payments, including annual
payments, under the tax receivable agreement. These estimates are based on assumptions that are subject to
change due to various factors, including, among other factors, the timing when the pre-IPO owners of PBF LLC
exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock as contemplated by
the tax receivable agreement, the price of PBF Energy’s Class A common stock at the time of such exchanges,
the extent to which such exchanges are taxable, and the amount and timing of PBF Energy’s income. See “Risk
Factors—Risks Related to Our Organizational Structure and Our Class A Common Stock—We will be required
to pay the holders of PBF LLC Series A Units and PBF LLC Series B Units for certain tax benefits we may claim
arising in connection with our IPO and future exchanges of PBF LLC Series A Units for shares of our Class A
Common Stock and related transactions, and the amounts we may pay could be significant” and “Item 1A. Risk
Factors—Risks Related to Our Organizational Structure and Our Class A Common Stock—In certain cases,
payments by us under the tax receivable agreement may be accelerated and/or significantly exceed the actual
benefits we realize in respect of the tax attributes subject to the tax receivable agreement. These provisions may
deter a change in control of our Company.”
Our forward-looking statements speak only as of the date of this Annual Report on Form 10-K or as of the
date as of which they are made. Except as required by applicable law, including the securities laws of the United
States, we do not intend to update or revise any forward-looking statements. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their
entirety by the foregoing.
Executive Summary
Our business operations are conducted by PBF LLC and its subsidiaries. We were formed in March 2008 to
pursue the acquisitions of crude oil refineries and downstream assets in North America. We currently own and
operate three domestic oil refineries and related assets located in Delaware City, Delaware, Paulsboro, New
Jersey, and Toledo, Ohio, which we acquired in 2010 and 2011. Our refineries have a combined processing
capacity, known as throughput, of approximately 540,000 bpd, and a weighted average Nelson Complexity Index
of 11.3.
The following table summarizes our history and key events:
March 1, 2008 ............ PBFwasformed.
June 1, 2010 ............. Theidle Delaware City refinery and its related assets were acquired
from affiliates of Valero Energy Corporation (“Valero”) for
approximately $220.0 million.
December 17, 2010 ........ ThePaulsboro refinery and its related assets were acquired from
affiliates of Valero for approximately $357.7 million, excluding
working capital.
March 1, 2011 ............ TheToledo refinery and its related assets were acquired from Sunoco
for approximately $400.0 million, excluding working capital.
October 2011 ............. Delaware City became fully operational.
February 2012 ............ Oursubsidiary, PBF Holding, issued $675.5 million aggregate
principal amount of 8.25% Senior Secured Notes due 2020.
December 2012 ........... PBFEnergy completed the initial public offering of its common
equity selling a total of 23,567,686 Class A common shares. In
connection with the initial public offering, PBF Energy became the
sole managing member of PBF LLC.
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