PBF Energy 2013 Annual Report Download - page 45

38
controls and procedures and internal controls over financial reporting. We have implemented additional procedures
and processes for the purpose of addressing the standards and requirements applicable to public companies. In
addition, sustaining our growth also will require us to commit additional management, operational and financial
resources to identify new professionals to join our firm and to maintain appropriate operational and financial
systems to adequately support expansion. These activities may divert management’s attention from other business
concerns, which could have a material adverse effect on our business, financial condition, results of operations
and cash flows. We expect to incur significant additional annual expenses related to these steps and other public
company expenses.
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 now that 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, 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 now that 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