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EX-99.1 - EXHIBIT 99.1 - PBF Energy Inc.a20150528_pbfxtrcxvf.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  May 28, 2015

PBF ENERGY INC.
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
 
 
Delaware
001-35764
45-3763855
Delaware
333-186007
27-2198168
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation or organization)
File Number)
Identification Number)
 

One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
  
(973) 455-7500
(Registrant’s Telephone Number, including area code)
  
N/A
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.   Other Events.
On May 28, 2015, PBF Energy Inc. ("PBF Energy") issued a press release reporting that the Toledo refinery, owned by its subsidiaries, experienced an unplanned shutdown of its Fluid Catalytic Cracking Unit ("FCC") due to a compressor malfunction.  PBF Energy and PBF Holding Company LLC (together , the "Company") expects the FCC to be out of service for approximately two to three weeks.  A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
Forward-Looking Statements
Statements contained in the exhibit to this report reflecting the Company’s or its management’s expectations or predictions relating to future plans, results, performance, 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 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 disclosed in the Company’s filings with the U.S. Securities and Exchange Commission.  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.

Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
 
 
99.1
Press release dated May 28, 2015





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: May 28, 2015
 
PBF Energy Inc.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
By:
/s/ Erik Young
 
 
Name: 
Erik Young
 
Title: 
Senior Vice President, Chief Financial Officer
 
 
 
 
 
Dated: May 28, 2015
 
PBF Holding Company LLC
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
By:
/s/ Erik Young
 
 
Name:
Erik Young
 
Title: 
Senior Vice President, Chief Financial Officer
 
 
 
 





EXHIBIT INDEX
Exhibit No.
Description
 
 
99.1
Press release dated May 28, 2015