PBF Energy 2013 Annual Report Download - page 47

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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.
We are party to a registration rights agreement with the other members of PBF LLC pursuant to which we
continue to be required to register under the Securities Act and applicable state securities laws the resale of the
shares of Class A common stock issuable to them upon exchange of all of the PBF LLC Series A Units held by
them. We currently have an effective shelf registration statement covering the resale of up to 6,310,055 shares of
our Class A common stock issued or issuable to certain holders of PBF LLC Series A Units (other than Blackstone
and First Reserve), which shares may be sold from time to time in the public markets, subject to the lock-up
agreements described below. Our shares also may be sold under Rule 144 under the Securities Act depending on
the holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
See “Item 1. Business”.
ITEM 3. LEGAL PROCEEDINGS
On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon regarding
a permit Delaware City Refining Company LLC (“DCR”) obtained to allow loading of crude oil onto barges. The
appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City rail unloading
terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone
Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board and
appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July 16, 2013,
and ruled in favor of DCR and the State of Delaware and dismissed the Appellants’ appeal for lack of standing.
Sierra Club and Delaware Audubon have appealed that decision to the Delaware Superior Court, New Castle
County, Case No. N13A-09-001 ALR, and DCR and the State have filed cross-appeals. Briefs are due to be filed
in this appeal in the first quarter of 2014 but no date has been set for a decision by the Superior Court. A hearing
on the second appeal before the Environmental Appeals Board, case no. 2013-06, was held on January 13, 2014,
and the Board ruled in favor of DCR and the State and dismissed the appeal for lack of jurisdiction. A written
decision from the Board is pending, after which the Appellants will again have the right to appeal the decision to
Superior Court. If the Appellants in one or both of these matters ultimately prevail, the outcome may have an
adverse material effect on our financial condition, results of operations or cash flows.
On July 24, 2013, the Delaware Department of Natural Resources and Environmental Control ("DNREC")
issued a Notice of Administrative Penalty Assessment and Secretary’s Order to Delaware City Refining Company
LLC for alleged air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to
the re-start. The penalty assessment seeks $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses
associated with investigation of the incidents. We dispute the amount of the penalty assessment and allegations
made in the order, and are in discussions with DNREC to resolve the assessment.
ITEM 4. MINE SAFETY DISCLOSURE
None.