PBF Energy Inc. current report, 24 March 2014

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PBF Energy Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by PBF Energy Inc. on March 24, 2014, reporting events occurring on March 20, 2014. The filing details a secondary equity offering involving the sale of shares by existing stockholders rather than the Company itself.

Key Financial Metrics

The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The transaction described is a sale of existing shares by Selling Stockholders (PBF Energy Company LLC and funds affiliated with First Reserve Management L.P.).

  • Shares Sold: 15,000,000 shares of Class A common stock.
  • Proceeds: The Company will not receive any proceeds from the Offering; all net proceeds go to the Selling Stockholders.
  • Underwriter: Citigroup Global Markets Inc.
  • Expected Closing Date: March 26, 2014.

Material Changes

Upon the closing of the Offering, the Company will exchange 15,000,000 Series A Units of PBF Energy Company LLC for an equivalent number of Class A common shares. This exchange will reclassify the units to PBF LLC Series C Units. As a result of this transaction, the Company's economic interest in PBF Energy Company LLC will increase to approximately 71.9%.

Outlook, Risks, and Management Commentary

The filing references press releases (Exhibits 99.1 and 99.2) regarding the commencement and pricing of the Offering, which are incorporated by reference but not deemed "filed" for liability purposes under Section 18 of the Exchange Act. The Underwriting Agreement includes customary representations, warranties, covenants, and indemnification obligations. The transaction is subject to the satisfaction of closing conditions set forth in the Underwriting Agreement.

Investor Verification Checklist

  • Verify the final closing date of the Offering (expected March 26, 2014) and whether all closing conditions were satisfied.
  • Confirm the final ownership percentage of PBF Energy Inc. in PBF Energy Company LLC post-exchange (stated as approx. 71.9%).
  • Review the attached press releases (Exhibits 99.1 and 99.2) for the specific offering price per share and total gross proceeds to Selling Stockholders.
  • Examine the Underwriting Agreement (Exhibit 1.1) for specific indemnification terms and conditions of the sale.