PBF Energy Announces Closing of Recent Equity Offering and Exercise in Full of Option to Purchase Additional Shares

PBF Energy Inc. (NYSE:PBF) (“PBF Energy”) announced today that it has closed its previously announced underwritten public offering (the “Offering”) of 11,500,000 shares of its Class A common stock, including the exercise in full by the underwriters of their option to purchase up to 1,500,000 additional shares, at $31.00 per share. Net proceeds to PBF Energy, after deducting underwriting discounts and estimated expenses, are expected to be approximately $344.0 million.

PBF Energy expects to use the net proceeds from the Offering to fund a portion of the purchase price for its recently announced pending acquisition of the Torrance refinery and related logistics assets. However, subject to the timing of the closing of this acquisition, PBF Energy may use the net proceeds of the Offering to pay down indebtedness incurred to fund its pending acquisition of the Chalmette refinery and related logistics assets (or for capital in lieu of indebtedness PBF Energy might otherwise borrow). In the event the Torrance acquisition does not close and it has not previously utilized the net proceeds from the Offering, PBF Energy may use them for repayment of indebtedness, working capital, capital expenditures and other general corporate purposes, including potential acquisitions. The closing of the acquisitions is not conditioned on the closing of the Offering, and the Offering is not conditioned on the closing of the acquisitions.

Morgan Stanley and Credit Suisse Securities (USA) LLC are acting as the Joint Global Coordinators and Bookrunners for the Offering; and Barclays, Citigroup, Deutsche Bank Securities, UBS Investment Bank and Wells Fargo Securities are acting as Joint Book-Running Managers; BNP PARIBAS, Credit Agricole CIB, MUFG, Natixis and Scotia Howard Weil are acting as Co-Managers. A copy of the prospectus supplement and accompanying base prospectus relating to the Offering may be obtained by sending a request to Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or by sending a request to Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010.

These documents may also be obtained free of charge from the Securities and Exchange Commission’s website (“SEC”) at www.sec.gov.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Offering was made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Offering was made pursuant to an effective shelf registration statement and prospectus filed by PBF Energy with the SEC.

Forward-Looking Statements

Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the company’s expectations with respect to timing of the completion of the proposed acquisitions; the company’s post-acquisition plans, objectives, expectations and intentions with respect to future earnings and operations; the company’s plans for financing the proposed acquisitions; and the conditions to the closing of the proposed acquisitions and the possibility that the proposed acquisitions will not close. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks described above, and the risks disclosed in the company’s filings with the SEC. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

About PBF Energy Inc.

PBF Energy Inc. (NYSE: PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in Delaware City, Delaware, Paulsboro, New Jersey and Toledo, Ohio. PBF Energy’s mission is to operate its facilities in a safe, reliable and environmentally sensitive manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where it does business, and provide superior returns to its investors.

PBF Energy Inc. indirectly owns the general partner and approximately 53.7% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

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