PBF Energy Company LLC (PBF LLC) entered into a definitive agreement and plan of merger to acquire remaining 52.3% stake in PBF Logistics LP (NYSE:PBFX) for approximately $590 million on July 27, 2022. Under the merger agreement, each outstanding common unit of PBF Logistics that PBF Energy does not already beneficially own will be converted into 0.270 shares of PBF Energy Class A common stock and $9.25 in cash, without interest. Upon consummation of the merger, PBF Logistics will be become an indirect wholly-owned subsidiary of PBF Energy, and the PBF Logistics common units will cease to be listed on the NYSE and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended. In the event of a termination under certain circumstances, PBFX shall be obligated to pay PBF Energy a termination fee of $5 million.

The completion of the merger is subject to the satisfaction of customary conditions, including receipt of requisite approvals of PBF Logistics unitholders, Regulatory Approval including Any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have been terminated or shall have expired, The Registration Statement shall have become effective under the Securities Act, Shares issues as consideration shall have been approved for listing on the NYSE. PBF Logistics was represented in negotiations by the PBF Logistics Conflicts Committee, which is comprised of three independent members of its general partner's board of directors. The PBF Logistics Conflicts Committee unanimously approved the transaction and recommended approval of the transaction to the board of directors of the general partner of PBF Logistics, which was also unanimous in its approval of the transaction. The transaction has also been unanimously approved by the board of directors of PBF Energy. The approval of the stockholders of PBF Energy will not be required in order to complete the transactions contemplated by the Merger Agreement. As of October 27, 2022, the merger is expected to close in the fourth quarter of 2022.

Barclays Capital Inc. is acting as the exclusive financial advisor; and Philip Haines of Hunton Andrews Kurth LLP is acting as legal advisor to PBF Energy on the transaction. Holmes, Hillary H. of Gibson Dunn represented Intrepid Partners, LLC is acting as financial advisor and Michael Swidler of Baker Botts L.L.P. is acting as legal advisor to the PBF Logistics Conflicts Committee. Intrepid Partners, LLC acted as fairness opinion provider to the Conflicts Committee. Morrow & Co., LLC has been retained by PBF Logistics to aid in the solicitation of proxies for an initial fee of $10,000. The transfer agent and registrar for the shares of PBF Energy Common Stock is American Stock Transfer & Trust Company, LLC.

PBF Energy Company LLC completed the acquisition of remaining 52.3% stake in PBF Logistics LP (NYSE:PBFX) on November 30, 2022.