Exhibit (c)(6)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION July 13, 2022 Project Riverlands: Discussion Materials
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Table of Contents 1 I. Summary of Initial Due Diligence & PBF Backdrop 3 II. Overview of Initial Proposal 9 III. Selected Precedent Parent-MLP Buy-In Premiums 17 IV. Preliminary Valuation & Transaction Considerations 20 V. Appendix 27 Tab A: Situation Overview 28 Tab B: Preliminary PBFX Valuation Analysis Support 38 Tab C: Preliminary PBF Valuation Analysis Support 50 Tab D: Illustrative Pro Forma Impacts Analysis 62 Tab E: Selected Parent-MLP Buy-In Transaction Detail 64
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Executive Summary 2 Intrepid has prepared the following materials for the Conflicts Committee (“Committee”) of the Board of Directors of PBF Logistics GP LLC, the general partner of PBF Logistics LP ( “PBFX”), regarding the proposed acquisition of all the common units representing limited partner interests in PBFX not already owned by PBF Energy Inc. (“PBF”) PBF currently owns, indirectly, 30.0 million PBFX common units (47.9% of total common units outstanding) and the non- economic general partner of PBFX During trading hours on June 24, 2022, PBF filed an updated schedule 13D to authorize certain officers of PBF to communicate, discuss and negotiate the terms of a potential business transaction with the Committee Results in an unaffected closing date of June 23, 2022 On June 28, 2022, the Committee received a non-binding offer from PBF to acquire the publicly-held PBFX common units from the unaffiliated common unitholders (the “Initial Proposal”) The Initial Proposal offered consideration of (i) $7.82 of cash per PBFX common unit and (ii) 0.221 newly issued PBF Class A Common Shares for each PBFX common unit The Initial Proposal implied an “at market” offer based on PBFX’s and PBF’s unaffected 30-day VWAP prices and a ~10% premium based on closing prices as of the unaffected date The materials herein include: A summary of Intrepid’s due diligence conducted to date on PBF and PBFX An analysis of the recent trading performance for PBFX and PBF A summary of precedent affiliated MLP buy-in transactions An overview of the financial projections for PBFX and PBF, as furnished to Intrepid and the Committee by Management A preliminary valuation analysis of PBFX and PBF
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION I. Summary of Initial Due Diligence & PBF Backdrop 3
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Summary of Due Diligence to Date 4 In addition to Intrepid’s review of publicly available documents (including Wall Street Research) for both PBFX and PBF, Intrepid conducted an in-person due diligence session with the management team of PBFX and PBF on July 7, 2022 Management participants included Erik Young (CFO), Trecia Canty (General Counsel), Joe Marino (Treasurer) and Mike Spagnolo (Senior Director of Corporate Finance) Representatives from both Intrepid and Baker Botts participated in the meeting The due diligence session lasted slightly over two hours and we covered a range of topics Management provided a summary of the business, recent performance and current outlook for both PBF and PBFX in a management presentation document that was the basis for the discussion We spent a significant amount of time understanding the PBFX and PBF projections / business outlooks over the near- and long-term In addition, we covered the various recent public announcements by PBF around its debt repayment / refinancing and general strategic objectives In general, the PBFX financial projections are consistent with expectations; PBF has significantly more variance versus expectations Key follow-up diligence items include: Specific forecast and model-related questions, including quarterly estimates (in process) Understanding underlying model assumptions for key items (e.g., refining margins) compared to market expectations to design potential sensitivity case (in process) Additional business and operational due diligence inquiries (in process)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $1,511 $647 $566 $2,833 $1,886 $3,988 $2,073 $2,151 $2,048 $1,902 $1,803 $2,540 $1,568 $1,390 $195 $-- $1,000 $2,000 $3,000 $4,000 2021A 2022E 2027E PBF Consolidatd EBITDA ($mm) 5 Comparison of Management vs. Consensus Estimates | PBF EBITDA Note: Market data as of July 8, 2022. (1) Reflects EBITDA excluding special items as reported in PBF’s 2021 year-end results. 2023E Management 2024E Consensus $440(1) 2025E 2026E Broker Estimate Range # of Brokers 13 13 2 1 1 0 Source: FactSet, company disclosure, Management projections.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $- $200 $400 $600 $800 $1,000 $1,200 $1,400 Jun-21 Oct-21 Jan-22 Apr-22 Jul-22 1Q22E Consensus 3Q22E Consensus 2Q22E Consensus 4Q22E Consensus $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 Jun-21 Oct-21 Jan-22 Apr-22 Jul-22 2022E Consensus 2022E Management 2023E Consensus 2023E Management 6 Research Consensus Estimates Over Time | PBF Consolidated EBITDA Note: Market data as of July 8, 2022. Quarterly EBITDA (1Q22-4Q22) ($mm) Annual EBITDA (2022-2023) ($mm) Quarter (2022) Consensus (as of 3/31/22) Consensus (as of 7/8/22) Delta Q1 Q2 $267 $392 -- $1,309 -- 234% Q3 Q4 $440 $196 $803 $312 82% 59% Year Consensus (as of 3/31/22) Consensus (as of 7/8/22) Delta 2022E 2023E $1,255 $1,167 $2,540 $1,568 102% 34% Year Consensus (as of 7/8/22) Management Delta 2022E 2023E $2,540 $1,568 $3,988 $2,073 57% 32% Source: FactSet, company disclosure, Management projections.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $7.94 $19.19 $13.51 $13.75 $13.44 $13.14 $12.85 $14.58 $11.67 $12.58 $9.45 $8.56 $11.75 $11.91 $11.92 $20 $18 $16 $14 $12 $10 $8 $6 $4 $2 $-- 2021A(1) 2022E 2023E 2024E 2025E 2026E 2027E PBF Management’s refining capacity, throughput, and refinery operating expenses are generally consistent with consensus estimates; however, Management’s forecast assumes a refining margin that is higher than consensus PBF Management’s refining margins are higher than consensus in PBF’s four major geographic regions, and they are particularly higher in the Mid Con and the West Coast Intrepid has modeled an illustrative sensitivity case, which adjusts refinery margins lower compared to the PBF Management forecast: 2022E-2024E: based on consensus estimates for each PBF refining region 2025E-2027E: illustrative mid-cycle margin Illustrative mid-cycle margin results in ~$1.5bn annual PBF consolidated EBITDA, which is consistent with management’s view of mid-cycle EBITDA per our due diligence session on July 7, 2022 No other material adjustments were made to the PBF Management forecast model to arrive at the consensus sensitivity case 7 Overview of Illustrative PBF Consensus Sensitivity Case Commentary Note: Market data as of July 8, 2022. Reflects gross refining margin, excluding special items, per barrel of throughput as reported in PBF’s 2021 year-end results. Reflects EBITDA excluding special items as reported in PBF’s 2021 year-end results. Source: Bloomberg, FactSet, company disclosure, Management projections. # of Brokers Refining Margin ($/bbl) PBF Consolidated EBITDA ($mm) 2022E Management 2024E Consensus $566 $3,988 $2,073 $2,151 $2,048 $1,902 $1,803 $2,540 $1,568 $1,390 $195 $2,668 $1,575 $1,861 $1,500 $1,500 $1,500 (2) $440 $-- $1,000 $2,000 $3,000 $4,000 2021A 2023E 2025E 2026E 2027E # of Brokers 13 13 2 1 1 0 9 7 3 0 8 Intrepid Sensitivity Case Illustrative Mid-Cycle Margin 2
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $15 $12 $12 $12 $13 $13 2021A 2022E 2023E 2024E 2025E 2026E 2027E $9 $196 $166 $153 $168 $172 $123 $119 2021A 2022E 2023E 2024E 2025E Note: Market data as of July 8, 2022. Reflects Adjusted EBITDA as reported in PBFX’s 2021 year-end results. Includes maintenance capex and growth capex. Source: FactSet, Management projections, Company disclosure. 2026E 2027E Management $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 2021A 2022E 2023E 2024E 2025E 2026E 2027E $238 $214 $218 $225 $228 $179 $175 $221 $225 $229 PBFX | Estimates Summary: 2022E – 2027E 8 Adjusted EBITDA ($mm) Total Capex ($mm)(2) Distributable Cash Flow ($mm) Distribution per Unit Consensus # of Brokers 2 2 1 0 0 0 # of Brokers 2 2 1 0 0 0 # of Brokers 0 0 0 0 0 0 # of Brokers 0 0 0 0 0 0 Minimum volume commitment reduced on Delaware City Rail and Torrance Valley Pipeline contracts after 2025 (1) 2021A 2022E 2023E 2024E 2025E 2026E 2027E Maintenance capex only in 2023E+; no growth capex included in forecast after 2022E
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION II. Overview of Initial Proposal 9
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Overview of PBF Proposal Received June 28th 10 Source: Proposal received June 28, 2022. Overview PBF Energy Company LLC (“PBF LLC”) to acquire all outstanding common units of PBF Logistics LP (“PBFX”) not already owned by PBF Energy Inc. (“PBF Energy”) and its affiliates (the “Public Units”) through a newly formed subsidiary (the “Transaction”) Pro forma the Transaction, PBFX will continue to exist as a wholly-owned subsidiary of PBF LLC Consideration and Implied Premium Each issued and outstanding Public Unit will receive (i) $7.82 in cash and (ii) 0.221 of a newly issued share of PBF Energy Class A Common Stock Per the proposal letter, the consideration was derived using a 30-day VWAP of $35.42 per share for PBF Energy and a 30-day VWAP of $15.64 per unit for PBF Logistics LP Offer represents an “at market” or 0% premium transaction based on 30-day VWAPs cited in the proposal letter Structure The Transaction would be effected through a reverse triangular merger – PBF LLC, through a newly formed wholly owned subsidiary (“Merger Sub”) would acquire all of the outstanding common units representing limited partner interest in PBFX Merger Sub would act as the purchaser and Merger Sub would merge with and into PBFX with PBFX continuing as the surviving entity Approvals Non-binding offer has been approved by the Board of Directors of PBF Energy Transaction and definitive agreements remain subject to review by the Board of Directors of PBF Energy It is expected that the Transaction will require approval under the Hart-Scott-Rodino Antitrust Improvements Act Timing The proposal indicated a target announcement concurrent with delivery of 2Q 2022 earnings results on July 28th Tentative closing date, depending on the receipt of required approvals, on or around the week of October 17, 2022
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBFX Premiums Analysis On June 28, 2022, the PBFX Conflicts Committee received a proposal whereby each unaffiliated PBFX public unit would receive $7.82 in cash and 0.221 of a newly issued PBF Class A share 11 (1) PBF stated a June 27, 2022 30-day VWAP of $35.42 per share in their initial offer letter. Source: FactSet, PBF proposal received June 28, 2022, company filings. Implied Premiums Analysis As of Unaffected Date 6/23/2022 A B C D E F At Market At Proposal (0.221x X-Ratio and $7.82/Unit Cash Consideration) PBF Share Price PBFX Unit Price Value of Shares at 0.221x Cash Consideration per Unit Total Consideration Implied Premium Current Spot Price (7/8/22) $6.32 $7.82 $14.14 Current 30-Day VWAP (7/8/22) $28.61 $34.92 $16.31 $15.72 $7.72 $7.82 $15.54 (13.3%) (1.1%) $35.38 $15.64 $7.82 $7.82 $15.64 +0.0% 6/23/22 Closing Price $30.81 $13.35 $6.81 $7.82 $14.63 +9.6% 10-Day VWAP $36.28 $14.61 $8.02 $7.82 $15.84 +8.4% 20-Day VWAP $36.89 $15.91 $8.15 $7.82 $15.97 +0.4% 30-Day VWAP $35.34 $15.69 $7.81 $7.82 $15.63 (0.4%) 60-Day VWAP $31.48 $15.45 $6.96 $7.82 $14.78 (4.4%) 90-Day VWAP $27.64 $14.83 $6.11 $7.82 $13.93 (6.1%) 6/27/22 30-Day VWAP (Offer Letter)(1) Year-to-Date VWAP $25.12 $14.38 $5.55 $7.82 $13.37 (7.0%) 1-Year VWAP $17.73 $13.54 $3.92 $7.82 $11.74 (13.3%) 2-Year VWAP $13.14 $12.10 $2.90 $7.82 $10.72 (11.4%) Memo: Calculation = A x 0.221 = C + D = (E ÷ B) -1 Unaffected date reflects the date one day prior to PBF Energy filing an amended Schedule 13D, on June 24, 2022, indicating that it had adopted resolutions authorizing its officers to communicate, discuss and negotiate terms of a potential transaction involving the acquisition by PBF of the publicly owned PBFX common units
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $-- $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $13.00 $13.50 $14.00 $15.00 $15.50 $16.00 $16.50 PBF Share Price ($) PBFX Unit Price ($) PBFX Proposal (Implied)(1) PBF PBFX: $16.31 +22% $13.35 Proposal (Implied): $14.14 (3%) PBF: $28.61 (7%) $14.63 $14.50 $30.81 12 PBFX and PBF Trading Analysis Since Unaffected Date Note: Market data as of July 8, 2022 (1) Reflects implied value of proposal per PBFX unit (.221 PBF shares + $7.82 cash) based on PBF closing price. Source: FactSet.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION -- 500 1,500 2,000 2,500 3,000 PBFX: $16.31 +22% $12.50 $13.00 $13.50 $14.00 $14.50 $15.00 $15.50 $16.00 $16.50 Volume (000) Unit Price ($) | Indexed to PBFX PBFX Volume LT&S Peers(1) AMNA(3) $13.35 LT&S: +5% Unaffected 30-Day ADTV: 212 ($3mm ADTV) Other Small Cap Peers: +5% 1,000 AMNA: +4% 13 PBFX and PBF Trading Analysis Since Unaffected Date (cont’d) Note: Market data as of July 8, 2022. Includes DKL, HEP, MMP, NS and PAA. Includes CAPL, GEL, GLP, MMLP and USDP. PBFX Price Performance and Volume PBF Price Performance and Volume -- 2,000 8,000 10,000 12,000 $25.00 $26.00 $27.00 $28.00 $29.00 $30.00 $31.00 $32.00 $33.00 $34.00 $35.00 Volume (000) PBF: $28.61 (7%) 4,000 Share Price ($) | Indexed to PBF Other Small Cap MLP Peers(2) Volume Unaffected 30-Day ADTV Represents Alerian Midstream Energy Index. Includes: CVI, DK, DINO, PARR, MPC, PSX and VLO. Source: FactSet, company disclosure. PBF Refiner Peers(4) Unaffected 30-Day ADTV $30.81 Unaffected 30-Day ADTV: 3,545 ($125mm ADTV) Refiner Peers: (1%) 6,000
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 0.763x 0.640x 0.570x 0.537x 0.444x 100% 0.921x 0.200x 0.000x 0.400x 0.600x 0.800x 1.000x 1.200x 1.400x 1.600x 1.800x 2.000x Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 PBFX/PBF 30-Day VWAP 90-Day VWAP 180-Day VWAP 1-Year VWAP 2-Year VWAP 50% 0.461x 0.382x 0.320x 0.285x 0.268x 0.222x % Stock Consideration 14 Note: Market data as of July 8, 2022. Exchange ratios as of June 23, 2022 except for current. Source: FactSet. Historical Exchange Ratio Analysis | PBFX / PBF Exchange Ratio Since January 1, 2020 Benefits PBFX Benefits PBF Unaffected Date (6/23/2022)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 15 Note: Market data as of July 8, 2022. Average cost basis is per FactSet estimates and may differ materially from an investor’s tax basis. Estimated per FactSet; aggregate cost calculated based on cumulative changes in quarterly holdings since initial purchase. Calculation as of 12/31/21 given 13-F filing requirements. Excludes units held by PBF, directors and executive officers. Source: Public disclosure, Wall Street research, FactSet. Illustrative PBFX Common Unitholder Cost Basis The table below calculates the premium/(discount) implied by the current PBFX price relative to each unitholder’s estimated cost basis (per FactSet); unadjusted for cumulative distributions received; excludes PBF Energy 5 JP Morgan $16.71 1.3% 2.6% (15%) 6 Goldman Sachs $20.78 1.3% 2.6% (32%) 7 Amundi Asset Management $13.07 1.2% 2.3% 8% 8 Wells Fargo $10.02 0.8% 1.6% 41% 9 First Trust Advisors $12.20 0.5% 1.0% 16% Investor Name Avg. Cost Basis(1) % O/S % of Float(2) Offer (Discount)/Premium to Est. Cost Basis ($14.14/unit) 1 Carlos Slim $19.01 11.7% 22.8% (26%) 2 Invesco $17.91 5.6% 10.9% (21%) 3 ClearBridge Investments $23.97 4.6% 9.1% (41%) 4 Global X Management $13.01 4.1% 8.1% 9% 10 UBS $19.54 0.5% 0.9% (28%) 11 Morgan Stanley $13.66 0.4% 0.8% 4% 12 Thomas Nimbley $22.87 0.3% 0.6% (38%) 13 Harvest Fund Advisors $9.73 0.3% 0.5% 45% 14 Peak6 Capital $13.22 0.2% 0.3% 7% 15 BofA Securities $13.09 0.2% 0.3% 8% 16 Citadel Advisors $12.63 0.1% 0.3% 12% 17 James Fedena $22.78 0.1% 0.3% (38%) 18 Matthew Lucey $18.21 0.1% 0.3% (22%) 19 Michael Gayda $22.64 0.1% 0.2% (38%) 20 Citigroup $14.11 0.1% 0.2% 0% Top 20 / Weighted Avg. $18.04 33.6% 65.7% (50%) (40% ) (30%) (20%) (10%) 0% 10% 20% 30% 40% 50%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 3.6 19.8 33.0 28.1 23.0 5.3 13.6 8.1 23.5 4.1 -- -- -- -- -- -- -- -- $2.00 - $4.00 - $6.00 - $8.00 - $10.00 - $12.00 - $14.00 - $16.00 - $18.00 - $2.00 - $4.00 - $6.00 - $8.00 - $10.00 - $12.00 - $14.00 - $16.00 - $18.00 - $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 16 PBFX | Trading Volume Breakdown | Prior to 13D Filing Trading Volume at Various Trading Prices (mm units) % of Current Float(1) --% --% --% --% 25% 74% 42% 13% --% % of Units Outstanding --% --% --% --% 13% 37% 21% 6% --% % of Units Traded --% --% --% --% 16% 48% 27% 8% --% Note: Market data as of June 23, 2022. (1) Excludes units held by PBF, directors and executive officers. Source: FactSet, company disclosure. Last 24 Months (ending 6/23/22) Last 12 Months (ending 6/23/22) --% --% 11% 88% 62% 103% 72% 17% --% --% --% 6% 44% 31% 52% 36% 8% --% --% --% 3% 25% 18% 29% 20% 5% --%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION III. Selected Precedent Parent-MLP Buy-In Premiums 17
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 18 Summary of Selected Parent-MLP Buy-In Transactions (1) Final premium metrics reflect premiums to unaffected unit price and unaffected exchange ratio. Source: FactSet, Public disclosure, Wall Street research. Key Takeaways Precedent Transactions Analysis | Parent-MLP Buy-Ins(1) Intrepid has reviewed and analyzed 30 recent Parent- MLP Buy-In transactions 11 all cash deals 17 all equity deals 2 cash / stock mix deals Premiums have typically been modest when compared to third-party transactions Sponsors typically leave some room to improve the initial offer Low Median High Initial 1-Day Premium All Deals (4%) 2% 36% Cash Deals 0% 10% 36% Equity Deals (4%) 0% 15% Initial 30-Day VWAP Premium All Deals (13%) 6% 21% Cash Deals (13%) 7% 21% Equity Deals (9%) 4% 15% # of Bumps All Deals 0 3 7 Cash Deals 0 2 6 Equity Deals 1 3 7 Total Premium Increase All Deals (1%) 7% 40% Cash Deals 0% 8% 40% Equity Deals (1%) 7% 26% Final 1-Day Premium All Deals (9%) 10% 56% Cash Deals (9%) 14% 56% Equity Deals (1%) 10% 34% Final 30-Day VWAP Premium All Deals 0% 9% 47% Cash Deals 3% 15% 47% Equity Deals 0% 8% 22%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION (9%) (4%) 1% (4%) (61%) 14% 56% 47% 47% 47% 43% 35% 12% 261% 10% 11% 9% 9% (1%) 0% 1 1% (1%)(3%) 10% (3%) (4%) (10%) 29% 6% (1%) (0%) (13%) (13%) Comparison of the Proposal to Precedent Transactions Premiums 19 Precedents (High-Low Range) Precedents (Mean) Note: Market data as of July 8, 2022. Based on 0.221 of newly issued Class A PBF Common Stock. Based on 0.221 of newly issued Class A PBF Common Stock and $7.82 of cash consideration. Calculated assuming current PBF share price of $28.61 and current PBFX unit price of $16.31. Source: Company disclosure, Wall Street research, FactSet, PBFX proposal received on June 28, 2022. Precedents (Median) Initial Proposal (Unaffected) T-1 $13.35 $28.61 $6.32 $14.14 5.9% Reference Metric: PBFX Unit Price: PBF Share Price: Equity Consideration(1): Total Consideration(2): Implied Premium: 10-Day VWAP $14.61 $30.26 $6.69 $14.51 (0.7%) 20-Day VWAP $15.91 $33.62 $7.43 $15.25 (4.1%) 30-Day VWAP $15.69 $34.92 $7.72 $15.54 (1.0%) 60-Day VWAP $15.45 $32.20 $7.12 $14.94 (3.3%) 90-Day VWAP $14.83 $28.73 $6.35 $14.17 (4.4%) 52-Wk High $17.49 $43.74 $9.67 $17.49 (0.0%) Trading Metrics and Implied Initial Proposal Value (PBFX Unaffected / PBF Current) 52-Wk Low $10.83 $7.44 $1.64 $9.46 (12.6%) Initial Proposal Implied Premium/(Discount) vs. All MLP Buy-In Precedent Transaction Premiums Initial Proposal (Current)(3)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION IV. Preliminary Valuation & Transaction Considerations 20
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Note: Market data as of July 8, 2022. (1) Based on $502mm of net debt and 62.6mm units outstanding as of June 30, 2022, per Management estimates. PBFX | Preliminary Illustrative Valuation Analysis For Reference Only Methodology Metrics Range Implied Unit Price ($/Unit)(1) 21 (2) Reflects average low and average high implied unit price. (3) Forward target price. Source: Public disclosure, Wall Street research, FactSet, Management projections. Discounted Cash Flow PV of Unlevered FCF WACC: 12.0% - 9.0% Terminal Mult.: 6.5x - 8.0x Unaffected Closing Unaffected 30d VWAP: $15.69 Price: $13.35 $14.47 $19.51 $8.29 $13.49 $11.60 $16.33 $16.93 $25.40 $16.48 $18.05 $16.00 $16.50 $10.83 $17.49 Distribution Discount Model PV of LP DPU Ke: 15.00% - 10.00% Perp. Growth: (1.0%) - 1.0% Trading Comparables Range of Metrics Refer to Trading Comparables Valuation Analysis(2) Precedent Transactions Range of Metrics Refer to Precedent Transactions Valuation Analysis(2) Precedent Premiums Paid 30-Day Unaffected VWAP: $15.69 5.0% - 15.0% Wall Street Research Unit Price Target Range (3) (Low - High) Unaffected 52-Week Trading Range Unaffected 52-Week Trading Range (Low - High) $5.00 $10.00 $15.00 $20.00 $25.00 $30.00
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Note: Market data as of July 8, 2022. (1) Based on 120.8mm Class A common stock and 0.9mm Series A Units outstanding. PBF | Preliminary Illustrative Valuation Analysis For Reference Only Methodology Metrics Range Discounted Cash Flow (Management Projections) PV of Unlevered FCF WACC: 10.0% - 13.0% Perp. Growth: (4.0%) - (2.0%) Trading Comparables (Management Projections) Range of Metrics Discounted Cash Flow (Sensitivity Case) PV of Unlevered FCF WACC: 10.0% - 13.0% Perp. Growth: (4.0%) - (2.0%) Trading Comparables (Consensus) Range of Metrics Wall Street Research 52-Week Trading Range Unaffected 52-Week Trading Range (Low - High) $7.44 22 (2) Reflects average low and average high implied unit price. (3) Forward target price. Source: Public disclosure, Wall Street research, FactSet, Management projections. $25.00 $33.41 $27.32 $50.51 $43.74 $57.00 $54.40 $40.03 $79.36 Current Share Current 30d VWAP: $34.92 Price: $28.61 $46.32 $63.27 Refer to Trading Comparables Valuation Analysis(2) Share Price Target Range(3) (Low - High) Refer to Trading Comparables Valuation Analysis(2) Implied Share Price ($/Share)(1) $-- $20.00 $40.00 $60.00 $80.00 $100.00
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Methodology PBFX Preliminary Illustrative Value per Unit (PBFX "Has") 0.221x Exchange Ratio + $7.82 Cash per Unit (PBFX "Gets") Trading Comparables (Management) Trading Comparables (PBF Consensus, PBFX Management) Precedent Transactions(2) Discounted Cash Flow (Management) Discounted Cash Flow (PBF Sensitivity Case, PBFX Management) Trading Ranges (30-Day VWAP - Current)(3) $30 $28.61 $27.32 $46.32 $50.51 $33.41 $50.51 $34.92 $40.03 $63.27 $79.36 $54.40 $79.36 $13.86 $18.06 $18.98 $15.20 $18.98 $16.67 $21.80 $25.36 $19.84 $25.36 $15.54 Offer at PBF 30-Day VWAP: $15.54 $14.14 Offer at Current PBF Share Price: $14.14 $13.35 $14.47 $14.47 $16.93 $11.60 $11.60 $15.69 $19.51 $19.51 $25.40 $16.33 $16.33 PBF Preliminary Illustrative Value per Share (1) 23 PBFX | “Has / Gets” Analysis Note: Market data as of July 8, 2022. Based on 120.8mm Class A common stock and 0.9mm Series A Units outstanding. PBF precedent transactions value range reflects trading comparables (Management) value range. Reflects current PBF share price as of July 8, 2022 and unaffected PBFX unit price as of June 23, 2022. $90 $5 $10 $15 $20 $25 $30 $5 $10 $15 $20 $25 PBFX “Gets” (PBF x 0.221x Exchange Ratio + $7.82 Cash per Unit) $20 $30 $40 $50 $60 $70 $80 PBF PBFX “Has” Implied Value per PBFX Unit Source: Public disclosure, Wall Street research, FactSet, Management projections.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Implied Premium / (Discount) to Current ($16.31) (13%) (4%) --% +4% +7% +10% +13% +16% Implied Premium to Unaffected 30-Day VWAP ($15.69) (10%) --% +4% +8% +12% +15% +18% +21% Implied Premium to Unaffected Closing Price ($13.35) +6% +18% +22% +27% +31% +35% +39% +42% Implied 2022E DPU Yield 8.5% 7.6% 7.4% 7.1% 6.9% 6.7% 6.5% 6.3% Initial Proposal @ Current PBF Unaffected Spot Price 30-Day VWAP As of 7/8/22 Illustrative PBFX Price $14.14 $15.69 $16.31 $17.00 $17.50 $18.00 $18.50 $19.00 Implied 2022E DCF Yield 18.5% 16.7% 16.0% 15.4% 14.9% 14.5% 14.1% 13.8% 25.0% - 15.0% Implied TEV / 2022E EBITDA 6.5x 6.9x 7.1x 7.3x 7.5x 7.6x 7.8x 7.9x 7.0x - 8.5x Cash $7.85 $8.16 $8.50 $8.75 $9.00 $9.25 $9.50 Equity 7.85 8.16 8.50 8.75 9.00 9.25 9.50 $15.69 $16.31 $17.00 $17.50 $18.00 $18.50 $19.00 Total Consideration Implied PBF Exchange Ratio Based On: PBF 30-Day VWAP ($34.92) 0.225x 0.234x 0.243x 0.251x 0.258x 0.265x 0.272x Memo: Implied Value Based on PBF Closing Price ($28.61) $14.27 $14.84 $15.46 $15.92 $16.37 $16.83 $17.28 PBF 7/8/22 Closing Price ($28.61) 0.274x 0.285x 0.297x 0.306x 0.315x 0.323x 0.332x 0.159x 0.165x 0.172x 0.177x 0.182x 0.188x 0.193x Cash $7.82 $7.82 $7.82 $7.82 $7.82 $7.82 $7.82 Equity 7.87 8.49 9.18 9.68 10.18 10.68 11.18 $15.69 $16.31 $17.00 $17.50 $18.00 $18.50 $19.00 Total Consideration Implied PBF Exchange Ratio Based On: PBF 30-Day VWAP ($34.92) Memo: Implied Value Based on PBF Closing Price ($28.61) 0.225x $14.27 0.243x $14.78 0.263x $15.34 0.277x $15.75 0.292x $16.16 0.306x $16.57 0.320x $16.98 PBF 7/8/22 Closing Price ($28.61) 0.275x 0.297x 0.321x 0.338x 0.356x 0.373x 0.391x 0.172x 0.186x 0.196x 0.206x 0.217x 0.227x 50% Equity / 50% Cash $7.82 Cash Consideration Midpoint of PBF Preliminary Valuation ($49.33)(2) Midpoint of PBF Preliminary Valuation ($49.33)(2) 0.160x Note: Market data as of July 8, 2022. Reflects range of metrics used in PBFX Comparable Companies preliminary valuation analysis. Reflects average low and average high implied unit prices from PBF preliminary illustrative valuation analysis. Source: Company disclosure, FactSet, Management projections. Peer Range(1) 11.0% - 8.5% PBFX Transaction Analysis at Various Prices 24
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Unit (6/23/22) AMNA I Prem. to Unaffected PBFX Unit Pric +5.1% $14 Prem. to Unaffected PBFX Unit Price 15.6% +5.2% $14.05 $15.45 $16.1 Prem. to Unaffected PBFX Unit Price 15.8% 21.0% 26.3 $13.35 Median of LT&S Peers(1) Median of Small Cap MLP Peers(2) 25 Illustrative PBFX Unit Price Based on Peer Performance Note: Market data as of July 8, 2022. Includes DKL, HEP, MMP, NS, PAA. Includes CAPL, GEL, GLP, MMLP, USDP. Source: FactSet.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Proposed Next Steps 26 Finalize due diligence Outstanding requested items Develop and request PBF sensitivity case Reconvene with Committee; timing dependent on the above Evaluate outcomes of continued due diligence Impact on valuations, if any Potential counterproposal, including value and consideration mix Review and comment on draft Merger Agreement (in process)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION V. Appendix 27
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Tab A. Situation Overview 28
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION >99.0% Voting and Economic interest Simplified Organizational Structure 29 Note: Market data as of July 8, 2022. Balance sheet data as of March 31, 2022; pro forma the early redemption of PBF’s 9.25% Senior Secured Notes due 2025. Source: Wall Street research, Public disclosure, FactSet, S&P. PBF Energy Inc. (NYSE: PBF) Current and Former Management PBF Logistics LP (NYSE: PBFX). Public Stockholders PBF Logistics GP LLC 100% management power >99% Economic interest Non- economic GP interest 52.1% LP interest <1.0% Voting interest <1.0% Economic non-voting interest Public Common Unitholders Catalyst Financing Obligations PBFX RCF ($500mm capacity) PBFX Sr. Notes due 2023 PBF Energy Company LLC 47.9% LP interest Operating Subsidiaries PBF Logistics Finance Corporation PBF Holding Company LLC Refining & Other Subsidiaries PBF RCF ($4.3bn capacity) PBF Sr. Notes due 2025 PBF Sr. Notes due 2028
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 30 Note: Market data as of July 8, 2022. Estimated balances from PBF management presentation on July 7, 2022 at 104.625%. Pro forma the early redemption of PBF’s 9.25% Senior Secured Notes due 2025. Based on management projections. Source: Company disclosure, FactSet, Management projections. Status Quo Capitalization Overview PBFX and PBF Capitalization Selected Commentary Net Debt $547 $502 TEV $1,568 $1,523 TEV / 2022E EBITDA $214 7.3x 7.1x TEV / 2023E EBITDA $218 7.2x 7.0x 2022E DCF Yield $2.61 16% 16% 2023E DCF Yield $2.40 15% 15% 2022E Distr. Yield $1.20 7% 7% 2023E Distr. Yield $1.20 7% 7% (1) 3/31/2022 6/30/2022 Common Unit (PBF) (mm) 30.0 30.0 Common Shares Outstanding 120.8 120.8 Common Unit (Public) (mm) 32.6 32.6 (x) PBF Share Price (as of 7/8/22) $28.61 $28.61 Fully Diluted Units Outstanding (mm) 62.6 62.6 (x) PBFX Unit Price (as of 7/8/22) $16.31 $16.31 Total Debt $600 $555 (-) Cash (53) (53) Metric(3) Net Debt / 2022E EBITDA $214 2.6x 2.3x PBF PBFX PBF’s non-controlling interest in PBFX represents the market value of the unaffiliated PBFX units owned by the public interest in PBF Holding. PBF Holding owns an 80% interest Collins Pipeline Company and T&M Terminal Company 1 PBFX capitalization does not ascribe value to PBFX’s non-economic GP interest held by PBF 1 2 3 2 LP Equity Value $1,021 $1,021 3 Other noncontrolling interests reflect Revolving Credit Facility $75 $30 PBF Energy Inc.’s noncontrolling 2023 Notes 525 525 (2) (1) 3/31/2022 6/30/2022 Market Capitalization $3,483 $3,483 PBF Debt $3,767 $1,530 PBFX Debt 600 555 Consolidated TEV / '22E EBITDA $3,988 1.7x 1.4x Consolidated TEV / '23E EBITDA $2,073 3.4x 2.6x 2022E CFPS Yield $23.95 84% 84% 2023E CFPS Yield $8.78 31% 31% Market Capitalization $3,457 $3,457 PBF Series A Units Market Value $27 $27 Total Consolidated Debt $4,367 $2,085 (-) Consolidated Cash ($1,435) ($700) (+) PBFX Equity Value (Public | at Market) 532 532 (+) Other Noncontrolling Interests 11 11 Fully Consolidated TEV $6,959 $5,412 Metric(3) Consol. Net Debt / '22E EBITDA $3,988 0.7x 0.3x
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $20.41 $20 $0 $5 $10 $15 $ Jan-20 Jul-20 Indexed to PBFX Unit Price 31 Historical PBFX Price Performance Indexed Price Performance Since January 1, 2020 Note: Market data as of July 8, 2022. Includes DKL, HEP, MMP, NS and PAA. Includes CAPL, GEL, GLP, MMLP and USDP. Volume PBFX Jan-21 Earnings Jul-21 LT&S Peers (1) -- Jan-22 Jul-22 Other Small Cap MLP Peers (2) PBFX Historical Trading Metrics Unaffected (6/23/22) Current (7/8/22) VWAP Since 6/23/22 $15.49 10-day VWAP $14.61 $15.49 20-day VWAP $15.91 $15.23 30-day VWAP $15.69 $15.72 60-day VWAP $15.45 $15.56 90-day VWAP $14.83 $15.08 52-Week VWAP $13.54 $13.66 52-Week High $17.49 $17.49 52-Week Low $10.83 $10.83 Unaffected Date (6/23/2022) Source: FactSet, company disclosure.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $25.68; (19%) $28.61; (10%) -- 5,000 10,000 15,000 $33.92; 7% 20,000 25,000 $50 30,000 $0 $5 $15 $10 $20 $25 $31.79 $30 $35 $40 $45 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Volume (000s) Indexed to PBF Share Pirce 32 Historical PBF Price Performance Indexed Price Performance Since January 1, 2020 Note: Market data as of July 8, 2022. Mid-cap refiners peers include CVI, DK, DINO and PARR. Large cap refiner peers include MPC, PSX and VLO. Volume PBF Earnings Mid-Cap Refiners(1) Large Cap Refiners(2) Unaffected Date (6/23/2022) PBF Historical Trading Metrics Unaffected (6/23/22) Current (7/8/22) VWAP Since 6/23/22 $30.26 10-day VWAP $36.28 $30.26 20-day VWAP $36.89 $33.62 30-day VWAP $35.34 $34.92 60-day VWAP $31.48 $32.20 90-day VWAP $27.64 $28.73 52-Week VWAP $17.73 $18.26 52-Week High $43.74 $43.74 52-Week Low $7.44 $7.44 Source: FactSet, company disclosure.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 665 Unsecured 7.250% Jun-25 9.63% 802 Unsecured 6.000% Feb-28 9.95% -- ABL Facility Tranche 1 n.a. May-23 n.a. -- ABL Facility Tranche 2 n.a. Jan-25 n.a. 63 Catalyst Financing n.a. n.a. n.a. Mean 7.500% 9.44% Median 7.250% 9.63% Amount Security Coupon Maturity YTW $1,250 (1) Secured 9.250% May-25 8.73% 33 Note: Market data as of July 8, 2022. (1) Announced full redemption of $1.25bn Senior Secured Notes due 2025 on June 9, 2022 at a redemption price of 104.625%; notes were redeemed on July 11, 2022. Debt Trading Analysis | PBF & PBFX PBF Logistics (PBFX) PBF Energy (PBF) 75 Secured RCF n.a. Jul-23 n.a. Mean 6.875% 8.72% Median 6.875% 8.72% Amount Security Coupon Maturity YTW $525 Unsecured 6.875% May-23 8.72% $98.50 $110 $100 $90 $80 $70 $60 $50 $40 $30 $120 Jan-20 Jul-20 Jan-21 Jul-21 2023 Unsec. Jan-22 Jul-22 $104.63 $94.00 $83.31 $120 $110 $100 $90 $80 $70 $60 $50 $40 $30 Jan-20 Jul-20 2025 Sec. Jan-21 Jul-21 Jan-22 Jul-22 2025 Unsec. 2028 Unsec. Source: FactSet, Public disclosure. (1)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 1 PBF Energy 30.0 47.9% 47.9% $489 2 Carlos Slim 7.3 11.7% 59.5% 119 3 Invesco 3.5 5.6% 65.1% 57 4 ClearBridge Investments 2.9 4.6% 69.7% 47 5 Global X Management 2.6 4.1% 73.9% 42 6 JP Morgan 0.8 1.3% 75.2% 14 7 Goldman Sachs 0.8 1.3% 76.5% 13 8 Amundi Asset Management 0.7 1.2% 77.7% 12 9 Wells Fargo 0.5 0.8% 78.6% 8 10 First Trust Advisors 0.3 0.5% 79.0% 5 11 UBS 0.3 0.5% 79.5% 5 12 Morgan Stanley 0.3 0.4% 79.9% 4 13 Thomas Nimbley 0.2 0.3% 80.2% 3 14 Harvest Fund Advisors 0.2 0.3% 80.5% 3 15 Peak6 Capital 0.1 0.2% 80.7% 2 16 BofA Securities 0.1 0.2% 80.8% 2 17 Citadel Advisors 0.1 0.1% 81.0% 2 18 James Fedena 0.1 0.1% 81.1% 1 19 Matthew Lucey 0.1 0.1% 81.3% 1 20 Michael Gayda 0.1 0.1% 81.4% 1 Total - Top 20 Holders 50.9 81.4% $831 All Other Holders 11.7 18.6% 190 Grand Total 62.6 100.0% $1,021 Directors and Executive Officers 0.7 1.0% $11 Retail 12.2 19.5% $199 Stake Holder Units (mm) % o/s Cum. % Value ($mm) 34 Note: Market data as of July 8, 2022. Ownership percentages based on 62.6mm common units outstanding. Ownership based on latest available public filings. PBFX | Ownership Summary Top 20 Unitholders Ownership Breakdown PBF Energy 48% Source: FactSet, Public disclosure. Carlos Slim 12% Invesco 6% ClearBridge Investments 5% Retail 20% Other 11%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 1 BlackRock 15.8 13.1% 13.1% $452 2 Vanguard 12.1 10.0% 23.1% 346 3 Carlos Slim 11.7 9.7% 32.8% 336 4 State Street 8.6 7.1% 39.9% 246 5 Dimensional Fund Advisors 5.5 4.6% 44.5% 157 6 Two Sigma 4.1 3.4% 47.8% 116 7 Invesco 2.5 2.1% 49.9% 72 8 Morgan Stanley 2.5 2.1% 52.0% 72 9 Newton Investment Management 2.4 2.0% 54.0% 69 10 Geode Capital Management 1.7 1.4% 55.4% 47 11 Charles Schwab 1.6 1.4% 56.7% 47 12 D. E. Shaw & Co. 1.3 1.1% 57.8% 37 13 Citadel Advisors 1.2 1.0% 58.8% 35 14 Voloridge Investment Management 1.2 1.0% 59.8% 34 15 Northern Trust Investments 1.1 0.9% 60.7% 32 16 Private Management Group, Inc. 1.1 0.9% 61.6% 32 17 Teachers Advisors 1.1 0.9% 62.5% 30 18 Norges Bank Investment Management 1.0 0.8% 63.3% 27 19 Arrowstreet Capital 0.9 0.8% 64.1% 27 20 Assenagon Asset Management 0.9 0.8% 64.9% 27 Total - Top 20 Holders 78.4 64.9% $2,242 All Other Holders 42.5 35.1% 1,215 Grand Total 120.8 100.0% $3,457 Directors and Executive Officers 0.9 0.8% $26 Retail 17.8 14.8% $510 Stake Holder Shares (mm) % o/s Cum. % Value ($mm) PBF | Ownership Summary Top 20 Shareholders Ownership Breakdown BlackRock 13% 35 Note: Market data as of July 8, 2022. Ownership percentages based on 120.8mm common shares outstanding. Ownership based on latest available public filings. Source: FactSet, Public disclosure. Vanguard 10% Carlos Slim 10% State Street 7% Retail 15% Other 45%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 36 Note: Market data as of July 8, 2022. Source: FactSet, Company disclosure. Top 25 Shareholder / Unitholder Analysis PBF / PBFX Top 25 Crossholder Ownership PBF PBFX Holder Shares ('000s) % o/s Cum. % o/s Market Value Holder Units ('000s) % o/s Cum. % o/s Market Value BlackRock 15,793 13.1% 13.1% $452 PBF Energy 29,954 47.9% 47.9% $489 Vanguard 12,092 10.0% 23.1% 346 Carlos Slim 7,295 11.7% 59.5% 119 Carlos Slim 11,746 9.7% 32.8% 336 Invesco 3,500 5.6% 65.1% 57 State Street 8,586 7.1% 39.9% 246 ClearBridge Investments 2,903 4.6% 69.7% 47 Dimensional Fund Advisors 5,502 4.6% 44.5% 157 Global X Management 2,592 4.1% 73.9% 42 Two Sigma 4,068 3.4% 47.8% 116 JP Morgan 844 1.3% 75.2% 14 Invesco 2,518 2.1% 49.9% 72 Goldman Sachs 825 1.3% 76.5% 13 Morgan Stanley 2,507 2.1% 52.0% 72 Amundi Asset Mgmt. 738 1.2% 77.7% 12 Newton Investment Management 2,427 2.0% 54.0% 69 Wells Fargo 521 0.8% 78.6% 8 Geode Capital 1,659 1.4% 55.4% 47 First Trust Advisors 310 0.5% 79.0% 5 Charles Schwab 1,633 1.4% 56.7% 47 UBS 291 0.5% 79.5% 5 D. E. Shaw & Co. 1,307 1.1% 57.8% 37 Morgan Stanley 252 0.4% 79.9% 4 Citadel Advisors 1,222 1.0% 58.8% 35 Thomas Nimbley 189 0.3% 80.2% 3 Voloridge Investment Mgmt. 1,204 1.0% 59.8% 34 Harvest Fund Advisors 171 0.3% 80.5% 3 Northern Trust 1,105 0.9% 60.7% 32 Peak6 Capital 109 0.2% 80.7% 2 Private Management Group 1,104 0.9% 61.6% 32 BofA Securities 105 0.2% 80.8% 2 Teachers Advisors 1,057 0.9% 62.5% 30 Citadel Advisors 94 0.1% 81.0% 2 Norges Bank Investment Mgmt. 954 0.8% 63.3% 27 James Fedena 90 0.1% 81.1% 1 Arrowstreet Capital 945 0.8% 64.1% 27 Matthew Lucey 87 0.1% 81.3% 1 Assenagon Asset Mgmt. 933 0.8% 64.9% 27 Michael Gayda 60 0.1% 81.4% 1 Renaissance Technologies 865 0.7% 65.6% 25 Citigroup 57 0.1% 81.5% 1 Fuller & Thaler Asset Mgmt. 832 0.7% 66.3% 24 Charles Young 49 0.1% 81.5% 1 Hwabao WP Fund Mgmt. 807 0.7% 66.9% 23 Timothy Davis 43 0.1% 81.6% 1 Bridgeway Capital Mgmt. 732 0.6% 67.5% 21 Trecia Canty 41 0.1% 81.7% 1 American Century Investment Mgmt. 722 0.6% 68.1% 21 Moneta Group 36 0.1% 81.7% 1 Total - Top 25 Holders 82,319 68.1% $2,355 Total - Top 25 Holders 51,156 81.7% $834 Other Holders 38,508 31.9% $1,102 Other Holders 11,442 18.3% $187 Total Holders 120,828 100.0% $3,457 Total - Shared Holders 17,992 14.9% $515 Total Holders 62,598 100.0% $1,021 Total - Shared Holders 11,141 17.8% $182 ($ in mm, except when noted) Stake ($ in mm, except when noted) Stake
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $82 $302 ($461) $304 $589 $2,344 $1,777 $610 $499 $922 $920 $793 $705 $1,034 $226 $447 ($20) ($293) 2021A 2022E 2023E Wall Street Research 2024E 2025E 2026E 2027E $396 $525 $988 $650 $650 $612 $667 $588 $550 $612 $550 $550 $550 1 1 0 $612 $613 $613 $550 $550 2023E 2021A 2022E Note: Market data as of July 8, 2022. 2024E 2025E Management 2026E 2027E Consensus $477 $1,290 $854 $1,139 $2,994 $2,302 $1,320 $1,111 $1,534 $1,532 $1,405 $1,318 $2,136 $1,001 $995 $530 $257 $139 2021A 2022E 2023E 2024E 2025E 2026E 2027E PBF | Estimates Summary: 2022E – 2027E 37 Reflects EBITDA excluding special items as reported in PBF’s 2021 year-end results. Reflects Operating Cash Flow less Capex. Source: FactSet, Management projections, Company disclosure. EBITDA ($mm) Free Cash Flow ($mm)(2) Capex ($mm) Operating Cash Flow ($mm) # of Brokers 13 13 2 1 1 0 $3,988 $2,833 $2,073 $2,151 $2,048 $1,902 $2,540 $1,886 $1,803 $440(1 ) $1,511 $1,568 $1,390 $647 $566 $195 2021A 2022E 2023E 2024E 2025E 2026E 2027E # of Brokers 6 6 2 1 1 0 # of Brokers 6 5 2 # of Brokers 6 5 2 1 1 0
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Tab B. Preliminary PBFX Valuation Analysis Support 38
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBFX | Status Quo Financial Summary Based on forecasts provided by Management on July 4, 2022 39 Source: Management projections. ($ in millions, except where noted) 2022E 2023E 2024E 2025E 2026E 2027E EBITDA $212 $215 $222 $226 $177 $173 (+) Stock Based Comp 2 2 2 2 2 2 Adjusted EBITDA $214 $218 $225 $228 $179 $175 (-) Cash Interest (39) (48) (39) (39) (38) (38) (-) Maintenance Capex (9) (12) (12) (12) (13) (13) (-) Mandatory Debt Service -- (5) (5) (5) (5) (5) Distributable Cash Flow $166 $153 $168 $172 $123 $119 (÷) Avg. Fully Diluted Units Outstanding (mm) 63.5 63.7 63.9 64.0 64.2 64.4 DCF / LP Unit ($) $2.61 $2.40 $2.63 $2.68 $1.92 $1.85 Coverage (x) 2.18x 2.00x 2.19x 2.24x 1.60x 1.54x Cash Distribution per Common Unit $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Total Distributions Paid $76 $76 $77 $77 $77 $77 Leverage Metrics PBFX Net Debt $510 $428 $331 $231 $180 $133 PBFX Net Debt / LTM Adj. EBITDA 2.4x 2.0x 1.5x 1.0x 1.0x 0.8x
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBFX | Summary of Valuation Methodologies Used 40 Methodology Comparable Public Company Trading Analysis Discounted Cash Flow Analysis Distribution Discount Model (“DDM”) Precedent Transactions Precedent Premiums Paid Historical Market Valuations and Wall Street Research (For Reference Only) Description / Key Metrics Valuation based on trading metrics of selected peers: Liquids Transportation and Storage Peers: DKL, HEP, MMP, NS and PAA Other Small Cap MLP Peers: CAPL, GEL, GLP, MMLP and USDP Metrics included: (i) TEV/EBITDA, (ii) LP Distributable Cash Flow Yield and (iii) LP Distribution Yield Evaluated on a 2022E and 2023E basis Valuation based on the present value of future cash flows expected to be generated by PBFX and an assumed terminal value (calculated by applying a range of terminal multiples to terminal year EBITDA) Evaluated on an unlevered FCF basis Ranges of terminal multiples based on public companies operating with similar asset profiles Discount rate range reflective of PBFX’s weighted average cost of capital (“WACC”) PBFX WACC implied by CAPM and an analysis of public companies operating with similar asset profiles Valuation based on the present value of future expected distributions paid by PBFX and an assumed terminal value (calculated by applying a range of perpetuity growth rates to terminal year distribution) Ranges of perpetuity growth rates based on PBFX’s cash flow projections and distribution growth rates of public companies operating with similar asset profiles Discount rate range reflective of PBFX’s cost of equity capital (“Ke”) PBFX Ke implied by CAPM and an analysis of public companies operating with similar asset profiles Valuation based on metrics for comparable MLP buy-in transactions Metrics include: (i) LP Distributable Cash Flow Yield and (ii) LP Distribution Yield – Evaluated on a FY+1 basis Premiums paid analysis based on comparable MLP buy-in transactions Analyzed historical market trading performance and valuation Reviewed research analyst price targets included in equity research from two investment banks
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Note: Market data as of July 8, 2022. (1) Based on $547mm of net debt and 62.6mm units outstanding as of March 31, 2022. PBFX | Preliminary Illustrative Valuation Analysis – Trading Comparables 41 ($mm, unless otherwise noted) Methodology Metrics Range Implied Unit Price ($/Unit) 2022E EBITDA: $214 Source: Public disclosure, Wall Street research, FactSet, Management projections. 7.0x - 8.5x 2023E EBITDA: $218 6.5x - 8.0x 2022E LP DCF / Unit: $2.61 25.0% - 15.0% 2023E LP DCF / Unit: $2.40 27.5% - 17.5% 2022E DPU: $1.20 11.0% - 8.5% 2023E DPU: $1.20 11.5% - 9.0% Trading Comparables $10.43 $10.91 $8.74 $10.45 $13.86 $13.33 $14.12 $13.73 $17.42 $19.08 $20.32 Unaffected Closing Price: $13.35 $15.19 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Unaffected 30d VWAP: $15.69 (1)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Note: Market data as of July 8, 2022. (1) Based on $502mm of net debt and 62.6mm units outstanding as of June 30, 2022, per Management estimates. 42 PBFX | Preliminary Illustrative Valuation Analysis – Precedent Transactions ($mm, unless otherwise noted) Methodology Metrics Range Implied Unit Price ($/Unit) NTM LP DCF / Unit: $2.46 Source: Public disclosure, Wall Street research, FactSet, Management projections. 12.0% - 8.5% NTM DPU: $1.20 9.0% - 5.5% Precedent Transaction Analysis $13.33 $20.53 $21.82 $28.99 $5.00 $15.00 $25.00 $35.00 Unaffected Closing Unaffected 30d VWAP: $15.69 Price: $13.35 (1)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION ($bn, except per share data) Company Unit Price Market Cap TEV Plains All American $10.18 $7.2 $18.6 TEV/EBITDA 2022E 2023E 8.2x 8.2x LP DCF Yield 2022E 2023E 18.3% 23.2% Distribution Yield LQA 2022E 2023E 8.5% 8.5% 8.8% LP Dist. Coverage 2022E 2023E 2.1x 2.6x Magellan Midstream Partners 47.61 10.1 15.0 10.5x 10.2x 11.0% 11.7% 8.7% 8.7% 8.9% 1.3x 1.3x 3.5x 3.4x 4% 5% 1% NuStar 14.70 1.6 6.1 8.5x 8.2x 21.8% 21.5% 10.9% 10.9% 10.9% 2.0x 2.0x 4.3x 5.3x 3% (1%) -- Holly Energy Partners 16.19 2.0 3.7 8.9x 8.6x 14.8% 15.6% 8.6% 8.6% 10.3% 1.7x 1.5x 4.1x 4.0x 7% 5% 19% Delek Logistics Partners LP 49.13 2.1 3.7 10.2x 8.2x 11.1% 14.3% 8.0% 8.1% 8.3% 1.4x 1.7x 4.7x 4.3x 37% 31% 3% Genesis Energy $8.2 $1.0 $5.4 8.6x 7.5x 27.3% 34.8% 7.3% 7.3% 7.3% 3.7x 4.8x 4.8x 5.7x 14% 27% -- Global Partners 23.84 0.8 2.4 8.3x 8.6x 14.5% 13.4% 10.0% 10.1% 10.3% 1.7x 1.5x 4.8x 5.1x (3%) (12%) 2% CrossAmerica Partners 20.55 0.8 1.6 10.2x 9.8x 14.8% 15.1% 10.2% 10.2% 10.2% 1.4x 1.5x 5.2x 5.2x 4% 2% -- Martin Midstream Partners 3.82 0.1 0.6 5.4x 5.7x 27.8% 32.3% 0.5% 0.5% 0.5% 53.2x 61.8x 4.1x 4.1x (6%) 16% -- USD Partners LP 5.29 0.2 0.4 7.4x 5.2x 25.7% 39.3% 9.3% 9.6% 11.8% 2.7x 3.3x 4.4x 4.4x 43% 53% 23% Mean - All (10 Companies) 8.6x 8.0x 18.7% 22.1% 8.2% 8.3% 8.7% 7.1x 8.2x 4.4x 4.6x 10% 15% 5% Median - All (10 Companies) 8.5x 8.2x 16.5% 18.6% 8.7% 8.7% 9.5% 1.9x 1.9x 4.4x 4.4x 4% 11% 2% Mean - LT&S (5 Companies) 9.3x 8.7x 15.4% 17.3% 9.0% 9.0% 9.4% 1.7x 1.8x 4.1x 4.3x 10% 13% 5% Median - LT&S (5 Companies) 8.9x 8.2x 14.8% 15.6% 8.6% 8.6% 8.9% 1.7x 1.7x 4.1x 4.3x 4% 5% 3% Mean - Small Cap MLPs (5 Companies) 8.0x 7.4x 22.0% 27.0% 7.5% 7.6% 8.0% 12.6x 14.6x 4.7x 4.9x 10% 17% 5% Median - Small Cap MLPs (5 Companies) 8.3x 7.5x 25.7% 32.3% 9.3% 9.6% 10.2% 2.7x 3.3x 4.8x 5.1x 4% 16% -- PBFX - Consensus (6/23/22) $13.35 $0.8 $1.4 6.3x 6.1x 20.8% 22.2% 9.0% 9.0% 9.0% 2.3x 2.5x 2.6x 2.6x 2% 7% -- PBFX - Consensus (7/8/22) $16.31 $1.0 $1.6 7.1x 7.0x 17.0% 18.2% 7.4% 7.4% 7.4% 2.3x 2.5x 2.6x 2.6x 2% 7% -- PBFX - Management (6/23/22) $13.35 $0.8 $1.3 6.3x 6.1x 19.6% 18.0% 9.0% 9.0% 9.0% 2.2x 2.0x 2.4x 2.4x 2% (8%) -- PBFX - Management (7/8/22) $16.31 $1.0 $1.5 7.1x 7.0x 16.0% 14.7% 7.4% 7.4% 7.4% 2.2x 2.0x 2.4x 2.4x 2% (8%) -- Lev. ('22E EBITDA) '22E - '23E CAGR Debt Adj. Debt(1) EBITDA DCF Distr. 3.9x 4.5x (1%) 25% 3% PBFX | Comparable Company Trading Analysis 43 Note: Market data as of July 8, 2022. Peers sorted by TEV. PBFX consensus metrics reflect balance sheet data as of March 31, 2022; PBFX management metrics reflect balance sheet data as of June 30, 2022. (1) Adjusted debt reflects 50% debt treatment for preferred equity. Source: FactSet, Public disclosure, Wall Street research, Management projections. LT&S Peers Other Small Cap MLP Peers
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 44 Note: Discounted cash flow analysis based on cash flows discounted to June 30, 2022. (1) Balance sheet data as of June 30, 2022 per Management estimates. Sensitivity Analysis PBFX | Discounted Cash Flow Analysis – Unlevered Free Cash Flow ($ in millions, unless noted) 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal EBITDA $105 $218 $225 $228 $179 $175 $175 (-) Maintenance CapEx (5) (12) (12) (12) (13) (13) (13) (-) Growth CapEx (4) -- -- -- -- -- -- (+/-) Change in Working Capital (1) -- -- -- -- -- -- Unlevered Free Cash Flow ("FCF") $95 $206 $212 $216 $167 $162 $162 PV of FCF (10.50% WACC) $823 Terminal EBITDA $175 (x) Terminal Multiple 7.3x Terminal Value (Undiscounted) $1,271 PV of Terminal Value (10.50% WACC) $733 Memo: % of Total TEV 47.1% Memo: Implied Perpetuity Growth Rate (2.6%) Implied TEV $1,556 (-) Debt (+) Cash (555)(1) 53 (1) Implied Equity Value $1,055 (/) Total Units Outstanding 62.6 Implied Share Price $16.85 PV of Terminal Value Implied TEV Implied Unit Price Implied Perpetuity Growth Rate Terminal Multiple Source: Management projections. PV of FCF 6.5x 6.9x 7.3x 7.6x 8.0x 6.5x 6.9x 7.3x 7.6x 8.0x 6.5x 6.9x 7.3x 7.6x 8.0x 6.5x 6.9x 7.3x 7.6x 8.0x 12.00% $797 $610 $646 $681 $716 $751 $1,407 $1,443 $1,478 $1,513 $1,548 $14.47 $15.03 $15.59 $16.16 $16.72 (2.7%) (2.0%) (1.3%) (0.8%) (0.2%) 11.25% 810 633 670 706 743 779 1,443 1,480 1,516 1,553 1,589 15.04 15.62 16.21 16.79 17.38 (3.3%) (2.6%) (2.0%) (1.4%) (0.9%) 10.50% 823 657 695 733 771 809 1,480 1,518 1,556 1,594 1,632 15.64 16.24 16.85 17.45 18.06 (3.9%) (3.2%) (2.6%) (2.0%) (1.5%) 9.75% 837 682 722 761 801 840 1,519 1,559 1,598 1,637 1,677 16.26 16.88 17.51 18.14 18.77 (4.5%) (3.8%) (3.2%) (2.6%) (2.1%) 9.00% 851 709 750 791 831 872 1,560 1,600 1,641 1,682 1,723 16.90 17.55 18.21 18.86 19.51 (5.1%) (4.5%) (3.8%) (3.3%) (2.8%) WACC
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 45 Note: Discounted cash flow analysis based on distributions discounted to June 30, 2022. Sensitivity Analysis PBFX | Discounted Cash Flow Analysis – Distribution Discount Model ($ in millions, unless noted) 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal Total Distributable Cash Flow (/) Average Units Outstanding (mm) $80 63.5 $153 63.7 $168 63.9 $172 64.0 $123 64.2 $119 64.4 DCF / Unit ("DCFPU") $1.26 $2.40 $2.63 $2.68 $1.92 $1.85 LP Distribution / Unit ("DPU") $0.60 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Memo: Implied Coverage 2.10x 2.00x 2.19x 2.24x 1.60x 1.54x PV of LP DPU (12.5% Ke) $4.85 Terminal LP DPU $1.20 (/) Implied Terminal Yield 11.8% Terminal Value (Undiscounted) $9.60 Memo: Perpetuity Growth Rate 0.0% PV of Terminal Value (12.5% Ke) $5.33 Memo: % of Total 52.3% Implied Unit Price $10.18 PV of Terminal Value Implied Unit Price Implied Terminal DPU Yield PV of DPU Perpetuity Growth Rate (1.0%) (0.5%) 0.0% 0.5% 1.0% (1.0%) (0.5%) 0.0% 0.5% 1.0% (1.0%) (0.5%) 0.0% 0.5% 1.0% 15.00% 13.75% 12.50% 11.25% 10.00% $4.60 $3.69 $3.83 $3.98 $4.13 $4.30 $8.29 $8.43 $8.58 $8.73 $8.90 15.1% 14.5% 14.0% 13.5% 12.9% 4.72 4.23 4.40 4.58 4.78 4.99 8.95 9.12 9.31 9.50 9.71 14.0% 13.4% 12.9% 12.4% 11.8% 4.85 4.88 5.10 5.33 5.58 5.85 9.74 9.95 10.18 10.43 10.70 12.9% 12.3% 11.8% 11.3% 10.7% 4.99 5.69 5.96 6.26 6.58 6.94 10.68 10.95 11.25 11.57 11.93 11.7% 11.2% 10.7% 10.1% 9.6% 5.13 6.70 7.06 7.45 7.88 8.36 11.84 12.19 12.58 13.01 13.49 10.6% 10.1% 9.5% 9.0% 8.5% Cost of Equity Source: Management projections.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION ($ in billions, unless noted) Adj. Beta(1) Market Value Net Debt / Tax Levered Unlevered Company of Equity Net Debt Preferred Total Cap. Rate 1-yr 3-yr 5-yr 1-yr 3-yr 5-yr Magellan Midstream Partners $10.1 $4.9 $ -- 33% -- 0.61 0.93 0.90 0.41 0.63 0.60 Plains All American 7.2 8.8 2.7 47% -- 0.89 1.16 1.12 0.34 0.45 0.43 Delek Logistics Partners 2.1 1.5 -- 42% -- 0.72 1.05 0.99 0.42 0.61 0.57 Holly Energy Partners 2.0 1.6 -- 44% -- 0.77 0.60 0.65 0.43 0.34 0.36 NuStar Energy 1.6 3.1 1.4 51% -- 0.68 0.91 0.98 0.18 0.24 0.26 Genesis Energy 1.0 3.0 1.1 56% -- 0.73 1.34 1.26 0.14 0.26 0.25 Global Partners 0.8 1.3 0.1 59% -- 1.01 0.89 0.90 0.36 0.31 0.32 CrossAmerica Partners 0.8 0.8 -- 51% -- 0.63 0.68 0.69 0.31 0.34 0.34 USD Partners 0.2 0.2 -- 55% -- 0.46 0.74 0.73 0.20 0.33 0.32 Martin Midstream Partners 0.1 0.5 -- 77% -- 0.60 0.87 0.83 0.14 0.20 0.19 Mean – All Median – All 51% 51% 0.71 0.70 0.92 0.90 0.90 0.90 0.29 0.33 0.37 0.33 0.36 0.33 LT&S Mean LT&S Median 43% 44% 0.73 0.72 0.93 0.93 0.93 0.98 0.36 0.41 0.45 0.45 0.45 0.43 Other Small Cap Other Small Cap MLP Peers Mean MLP Peers Median 59% 56% 0.69 0.63 0.90 0.87 0.88 0.83 0.23 0.20 0.29 0.31 0.28 0.32 PBFX $1.0 $0.5 $ -- 35% -- 0.78 1.32 1.17 0.51 0.86 0.76 46 PBFX | Weighted Average Cost of Capital (“WACC”) Analysis Note: Market data as of July 8, 2022. Balance sheet data as of March 31, 2022. Peers sorted by market value of equity. Represents historical Bloomberg adjusted beta, regressed weekly against the S&P 500. 30-year treasury yield as of July 8, 2022. βU = βL/(1+D/E x (1-t)). Sourced from Kroll Cost of Capital Navigator – 2022. Represents size premium for CRSP 8th decile as of December 31, 2021 (range of $0.6bn - $1.3bn market capitalization). Cost of Equity and WACC Calculation Risk-Free Rate(2) 3.3% Unlevered Beta(3) 0.65 Target Net Debt / Total Cap. 35.0% Cost of Equity Sensitivity Analysis Unlevered Beta 0.55 0.60 0.65 0.70 0.75 bt 20% 9.6% 10.1% 10.5% 11.0% 11.5% et De Cap. 28% 10.1% 10.7% 11.2% 11.7% 12.2% N tal 35% 10.8% 11.4% 11.9% 12.5% 13.1% Target / To 43% 50% 11.6% 12.3% 12.9% 13.6% 14.2% 12.7% 13.4% 14.2% 14.9% 15.7% Intrepid estimate for long-term borrowing rate in current market. WACC = (KE x (1-Net Debt/(Net Debt+Equity)))+(KD x (Net Debt/(Net Debt+Equity))). Source: Bloomberg, 2022 Kroll Valuation Handbook, U.S. Department of the Treasury, Public disclosure, FactSet. WACC Sensitivity Analysis Unlevered Beta 0.55 0.60 0.65 0.70 0.75 20% 28% 35% 43% 50% 9.4% 9.7% 10.0% 10.3% 10.6% 9.8% 10.1% 10.4% 10.7% 11.0% 10.1% 10.4% 10.7% 11.0% 11.3% 10.5% 10.8% 11.1% 11.4% 11.7% 10.9% 11.2% 11.5% 11.8% 12.1% Target Net Debt / Total Cap. Levered Beta Equity Risk Premium(4) Size Premium(5) 1.00 7.5% 1.2% Implied Cost of Equity 11.9% Pre-Tax Cost of Debt(6) Tax Rate 8.5% 0.0% After-Tax Cost of Debt 8.5% Target Net Debt / Total Cap. 35.0% WACC(7) 10.7%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBFX | Selected Peer Debt Trading Analysis 47 Note: Market data as of July 8, 2022. (1) Excludes CAPL, MMLP and USDP due to lack of publicly traded and/or comparable debt. Source: Bloomberg, Public disclosure, FactSet. LT&S Peers Other Small Cap MLP Peers(1) Mean – All 5.739% 8.049% Median – All 6.375% 8.231% LT&S Mean 5.110% 7.062% LT&S Median 5.000% 7.264% Other Small Cap MLP Peers Mean 7.313% 10.517% Other Small Cap MLP Peers Median 7.313% 10.517% PBFX May-23 $525 Sr. Unsecured 5.000% B3 / B+ 98.5 8.723% Issue Rating Price YTW Issuer Maturity Date Amount ($mm) Security Coupon DKL Jun-28 $400 Sr. Unsecured 7.125% B3 / B+ 91.5 9.018% HEP Feb-28 500 Sr. Unsecured 5.000% B1 / BB+ 89.8 7.264% MMP Jun-30 500 Sr. Unsecured 3.250% Baa1 / BBB+ 88.2 5.083% NS Oct-30 600 Sr. Unsecured 6.375% Ba3 / BB- 89.0 8.231% PAA Sep-30 750 Sr. Unsecured 3.800% Baa3 / BBB- 87.6 5.712% GEL Feb-28 721 Sr. Unsecured 7.750% B2 / B 86.8 10.992% GLP Jan-29 350 Sr. Unsecured 6.875% B2 / B+ 85.1 10.042%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 5/13/22 Diamondback Energy Rattler Midstream LP $2.2 74% 11.3% (2) 8.0% (2) 17% 9% 1/10/22 Hartree Partners Sprague Resources 0.5 75% 12.6% 9.2% 27% 39% 10/8/21 Ergon Blueknight Energy Partners 0.2 32% 9.0% 3.7% 51% 47% 10/25/21 8/4/21 Phillips 66 BP Phillips 66 Partners BP Midstream Partners 10.1 1.5 70% 54% 10.6% 11.2% 4.2% 9.8% (2) 7% 11% 0% 3% 2/4/21 Chevron Corp. Noble Midstream Partners 1.1 62% 21.3% 6.0% (1%) 6% 10/2/20 TC Energy Corporation TC PipeLines 2.1 24% 13.5%(2) 8.8% 14% 12% 2/25/20 Equitrans Midstream EQM Midstream Partners 4.6 54% 21.6% 5.2% 0% 3% 8/27/19 Blackstone Tallgrass Energy 6.3 44% 10.6% 10.0% 56% 23% 11/7/18 Western Gas Equity Partners Western Gas Partners 8.4 30% 8.5% 8.1% (2) 8% 8% 10/19/18 EnLink Midstream EnLink Midstream Partners 6.5 22% 9.2% 8.5% (2) 1% 4% 10/17/18 Valero Energy Valero Energy Partners 2.9 68% 7.0% 5.7% 7% 12% 9/18/18 Dominion Energy Dominion Energy Midstream Partners 2.8 61% 8.2% 8.2% (3) 1% 8% 8/1/18 Energy Transfer Equity Energy Transfer Partners 27.5 2% 12.5% 9.8% (2) 11% 14% 7/9/18 ArcLight TransMontaigne Partners 0.7 20% 9.3% 7.8% 14% 9% 5/16/18 Enbridge Spectra Energy Partners 17.6 83% 9.8% 8.7% 10% 3% 5/16/18 Enbridge Enbridge Energy Partners 4.9 33% 14.9% 9.1% 9% 6% 3/15/18 Williams Williams Partners 38.9 74% 7.6% 6.4% 14% 13% 2/7/18 Tallgrass Energy GP Tallgrass Energy Partners 3.5 35% 9.6% 8.4%(2) 10% 10% 9/23/16 Columbia Pipeline Group Columbia Pipeline Partners 1.7 47% 4.9% 4.7% 11% 17% Summary Statistics (20 Transactions) 75th Percentile $7.0 68% 12.5% 8.9% 13.6% 13.3% Mean $7.2 48% 11.2% 7.5% 13.9% 12.3% Median $3.2 50% 10.2% 8.2% 10.3% 9.0% 25th Percentile $1.7 31% 8.9% 6.0% 7.1% 5.3% Final Premium to: Transaction Metrics FY+1 LP FY+1 LP DCF Yield DPU Yield Unaff. Date Buyer Target 8/8ths Equity Value ($bn)(1) Buyer % Owned 1-Day 30-Day VWAP 48 Select Midstream Parent-MLP Buy-In Precedent Transactions Note: Excludes non-limited partnership/LLC transactions or transactions with non-US targets. Transaction metrics are based on management projections available in public disclosure (e.g., proxy statement). Does not include value attributable to an economic general partner or to incentive distribution rights. Reflects yield based on Wall Street consensus metrics. Based on LQA distribution per unit prior to announcement. Source: FactSet, Wall Street research, Public disclosure.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 100% Price Targets and Ratings Broker Date Forward Price Target Rating Credit Suisse 6/23/22 $16.50 Hold Raymond James 4/28/22 16.00 Hold High $16.50 0 Buy Mean (2 Brokers) $16.25 2 Hold Median (2 Brokers) $16.25 0 Sell Low $16.00 49 PBFX | Wall Street Research Summary Note: Market data as of July 8, 2022. Price Targets and Ratings reflect select research reports. Source: Wall Street research. Ratings Summary Hold Sell Buy
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Tab C. Preliminary PBF Valuation Analysis Support 50
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBF | Status Quo Financial Summary Based on forecasts provided by Management on July 4, 2022 ($ in millions, except where noted) 2022E 2023E 2024E 2025E 2026E 2027E Consolidated EBITDA $3,759 $2,231 $2,166 $2,061 $1,914 $1,815 (+/-) PBF Change in TRA 229 (158) (14) (13) (12) (12) Consolidated EBITDA excl. Special Items $3,988 $2,073 $2,151 $2,048 $1,902 $1,803 (-) Interest Expense (290) (169) (161) (170) (160) (159) Memo: GAAP Taxes (765) (425) (410) (379) (342) (315) Memo: Deferred Taxes 710 207 22 3 (25) (41) (-) Cash Taxes (55) (218) (387) (376) (367) (356) (-) MRC Earnout -- (100) (100) -- -- -- (+/-) Changes in Working Capital (711) (507) -- -- -- -- (+) PBF Stock Based Comp 28 28 28 28 28 28 (+) PBFX Stock Based Comp 2 2 2 2 2 2 (+) Other 31 2 -- -- -- -- Consolidated Operating Cash Flow $2,994 $1,111 $1,534 $1,532 $1,405 $1,318 Consolidated Operating CFPS $23.95 $8.78 $11.97 $11.82 $10.71 $9.93 Memo: Avg. Fully Diluted Shares Outstanding 125 127 128 130 131 133 Consolidated EBITDA excl. Special Items $3,988 $2,073 $2,151 $2,048 $1,902 $1,803 (-) PBFX EBITDA (212) (215) (222) (226) (177) (173) (+) PBFX Distributions to PBF 36 36 36 36 36 36 PBF Standalone EBITDA $3,812 $1,894 $1,965 $1,858 $1,761 $1,666 Consolidated Operating Cash Flow $2,994 $1,111 $1,534 $1,532 $1,405 $1,318 (-) PBFX Operating Cash Flow (173) (170) (185) (189) (141) (137) (+) PBFX Distributions to PBF 36 36 36 36 36 36 PBF Standalone Operating Cash Flow $2,857 $977 $1,384 $1,379 $1,300 $1,216 PBF Standalone Operating CFPS $22.86 $7.72 $10.81 $10.63 $9.91 $9.16 Memo: Avg. Fully Diluted Shares Outstanding 125 127 128 130 131 133 Leverage Metrics Consolidated Net Debt $587 $130 ($751) ($1,630) ($2,381) ($3,045) (-) PBFX Net Debt (510) (428) (331) (231) (180) (133) PBF Standalone Net Debt $77 ($298) ($1,082) ($1,861) ($2,561) ($3,177) Consolidated Net Debt / LTM EBITDA 0.1x 0.1x (0.3x) (0.8x) (1.3x) (1.7x) PBF Standalone Net Debt / LTM EBITDA 0.0x (0.2x) (0.6x) (1.0x) (1.5x) (1.9x) 51 Source: Management projections. Consolidated PBF Standalone
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBF | Summary of Valuation Methodologies Used Methodology Description / Key Metrics Comparable Public Company Trading Analysis Valuation based on trading metrics of selected peers: Refiner Peers: CVI, DK, DINO, MPC, PARR, PSX and VLO Metrics included: (i) TEV/EBITDA and (ii) Operating Cash Flow Yield Evaluated on a 2022E and 2023E basis Historical Market Valuations and Wall Street Research (For Reference Only) Analyzed historical market trading performance and valuation Reviewed research analyst price targets included in equity research from 16 investment banks Discounted Cash Flow Analysis Valuation based on the present value of future cash flows expected to be generated by PBF and an assumed terminal value (calculated by applying a range of perpetuity growth rates to terminal year free cash flow) 52 Evaluated on an unlevered FCF basis Ranges of perpetuity growth rates based on PBF’s cash flow projections and public companies operating with similar asset profiles Discount rate range reflective of PBF’s weighted average cost of capital (“WACC”) PBF WACC implied by CAPM and an analysis of public companies operating with similar asset profiles
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Note: Market data as of July 8, 2022. (1) Based on $2.9bn of net debt, 120.8mm Class A common stock and 0.9mm Series A Units outstanding as of March 31, 2022. Source: Public disclosure, Wall Street research, FactSet, Management projections. PBF | Preliminary Illustrative Valuation Analysis – Trading Comparables 53 2022E Management Consolidated EBITDA: $3,988 3.0x - 4.5x 2022E Consensus Consolidated EBITDA: $2,540 3.0x - 4.5x 2023E Management Consolidated EBITDA: $2,073 4.5x - 6.0x 2023E Consensus Consolidated EBITDA: $1,568 4.5x - 6.0x 2022E Management CFPS: $23.95 50.0% - 30.0% 2022E Consensus CFPS: $18.95 50.0% - 30.0% 2023E Management CFPS: $8.78 25.0% - 20.0% 2023E Consensus CFPS: $8.08 25.0% - 20.0% Trading Comparables $32.31 $35.13 $37.90 $47.90 $29.41 $48.70 $34.02 $40.39 $43.91 $63.16 $79.83 $48.72 $74.24 $65.31 $119.46 Current Share Current 30d VWAP: $34.92 Price: $28.61 $70.33 ($mm, unless otherwise noted) Methodology Metrics Range Implied Share Price ($/Share)(1) $-- $50.00 $100.00 $150.00
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBF | Comparable Company Trading Analysis 54 Note: Market data as of July 8, 2022. Peers sorted by TEV. Pro forma the early redemption of PBF’s 9.25% Senior Secured Notes due 2025. Estimated balances from PBF management presentation on July 7, 2022. Source: FactSet, Public disclosure, Wall Street research, Management projections. Mean - (7 Companies) Median - (7 Companies) 4.5x 4.4x 6.0x 6.0x 6.9x 6.9x 30.0% 29.5% 20.6% 19.8% 22.8% 21.8% 3.3% 3.5% 2.7% 2.8% 3.3% 3.6% 1.2x 1.1x PBF - Consensus (1) $28.61 $3.5 $6.4 2.5x 4.2x 4.6x 63.2% 27.2% 23.3% -- -- -- 1.2x PBF - Management (2) $28.61 $3.5 $4.9 1.2x 2.4x 2.3x 83.7% 30.7% 41.9% -- -- -- 0.3x ($bn, except per share data) Share Market Cons. Cons. TEV/EBITDA CFPS Yield Dividend Yield Cons. Net Debt / Company Price Cap TEV 2022E 2023E 2024E 2022E 2023E 2024E LQA 2022E 2023E 2022E EBITDA Marathon Petroleum $83.27 $45.0 $77.6 5.0x 6.8x 7.6x 29.9% 22.8% 24.4% 2.8% 2.8% 2.9% 1.1x Valero Energy 107.03 43.7 55.8 4.4x 6.0x 6.9x 24.6% 19.8% 16.8% 3.7% 3.7% 3.8% 0.8x Phillips 66 82.01 39.5 51.0 5.0x 6.3x 6.5x 22.2% 16.4% 16.5% 4.7% 4.6% 4.8% 1.1x HF Sinclair Corporation 45.65 10.2 14.1 4.2x 5.8x 6.7x 29.5% 20.6% 19.1% 3.5% 2.7% 3.6% 0.8x CVR Energy 31.18 3.1 4.7 3.8x 5.4x 6.9x 36.1% 15.4% 27.5% 5.1% 3.8% 5.4% 0.8x Delek 23.75 1.7 4.1 4.5x 6.2x 7.3x 41.9% 29.7% 32.5% 3.4% 1.2% 1.9% 2.2x Par Pacific 15.60 0.9 1.4 4.3x 5.6x 6.3x 25.9% 19.6% n/a -- -- 0.4% 1.4x PBF Consensus reflects Balance Sheet data as of March 31, 2022, pro forma early redemption of Senior Secured notes due 2025. PBF Management Balance Sheet data reflects balances from PBF management presentation on July 7, 2022.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Sensitivity Analysis PBF | Discounted Cash Flow Analysis – Management Projections ($ in millions, unless noted) 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal EBITDA $2,486 $2,073 $2,151 $2,048 $1,902 $1,803 $1,803 (-) CapEx (283) (612) (612) (612) (613) (613) (613) (-) PBF MRC Earnout -- (100) (100) -- -- -- (+) Stock Based Comp 15 30 30 30 30 30 30 (+/-) Change in Working Capital (355) (507) -- -- -- -- (+/-) Other Operating Cash Flow 13 2 -- -- -- -- (-) Cash Taxes (37) (218) (387) (376) (367) (356) (321) (-) Interest Adjusted Incremental Tax (39) (46) (43) (46) (43) (43) -- Unlevered Free Cash Flow ("FCF") $1,800 $623 $1,039 $1,044 $909 $821 $899 PV of FCF (11.50% WACC) $4,963 Terminal EBITDA $1,803 (x) Implied Terminal Multiple 3.5x Terminal Value (Undiscounted) $6,014 Memo: Perpetuity Growth Rate (3.0%) PV of Terminal Value (11.50% WACC) $3,489 Implied TEV $8,452 (-) 6/30/22E Debt (2,085) (-) Minority Interest in PBFX (1) (555) (-) Other Non-Controlling Interest (11) (+) 6/30/22E Cash 700 Implied Equity Value $6,501 (/) Total Shares Outstanding (2) 121.8 Implied Share Price $53.39 PV of Note: Discounted cash flow analysis based on quarterly cash flows discounted to June 30, 2022. (1) Reflects midpoint of PBFX discounted cash flow analysis. (2) Includes 0.9mnm Series A Units. Source: Management projections. 55 PV of Terminal Value Implied TEV Implied Unit Price Implied Terminal EBITDA Multiple Perpetuity Growth Rate FCF (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) 13.00% $4,837 $2,755 $2,853 $2,957 $3,068 $3,187 $7,591 $7,690 $7,794 $7,905 $8,024 $46.32 $47.13 $47.99 $48.90 $49.88 3.0x 3.1x 3.2x 3.3x 3.5x 12.25% 4,899 2,979 3,090 3,208 3,334 3,468 7,878 7,989 8,107 8,233 8,367 48.68 49.59 50.56 51.59 52.70 3.1x 3.2x 3.4x 3.5x 3.6x 11.50% 4,963 3,230 3,355 3,489 3,632 3,786 8,193 8,318 8,452 8,595 8,749 51.27 52.29 53.39 54.57 55.83 3.3x 3.4x 3.5x 3.7x 3.8x 10.75% 5,029 3,511 3,653 3,805 3,969 4,146 8,540 8,682 8,835 8,999 9,175 54.12 55.28 56.54 57.88 59.33 3.4x 3.6x 3.7x 3.9x 4.0x 10.00% 5,097 3,827 3,989 4,164 4,353 4,558 8,924 9,086 9,261 9,450 9,655 57.27 58.60 60.04 61.59 63.27 3.6x 3.7x 3.9x 4.1x 4.3x WACC
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Sensitivity Analysis PBF | Discounted Cash Flow Analysis – Sensitivity Case ($ in millions, unless noted) 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal EBITDA $1,606 $1,575 $1,861 $1,500 $1,500 $1,500 $1,500 (-) CapEx (283) (612) (612) (612) (613) (613) (613) (-) PBF MRC Earnout -- (100) (100) -- -- -- (+) Stock Based Comp 15 30 30 30 30 30 30 (+/-) Change in Working Capital (355) (507) -- -- -- -- (+/-) Other Operating Cash Flow 13 2 -- -- -- -- (-) Cash Taxes -- -- (92) (228) (259) (274) (240) (-) Interest Adjusted Incremental Tax (39) (46) (43) (46) (43) (43) -- Unlevered Free Cash Flow ("FCF") $958 $343 $1,044 $644 $616 $600 $678 PV of FCF (11.50% WACC) $3,290 Terminal EBITDA $1,500 (x) Implied Terminal Multiple 3.2x Terminal Value (Undiscounted) $4,536 Memo: Perpetuity Growth Rate (3.0%) PV of Terminal Value (11.50% WACC) $2,632 Implied TEV $5,922 (-) 6/30/22E Debt (2,085) (-) Minority Interest in PBFX (1) (555) (-) Other Non-Controlling Interest (11) (+) 6/30/22E Cash 700 Implied Equity Value $3,971 (/) Total Shares Outstanding (2) 121.8 Implied Share Price $32.61 PV of Note: Discounted cash flow analysis based on quarterly cash flows discounted to June 30, 2022. (1) Reflects midpoint of PBFX discounted cash flow analysis. (2) Includes 0.9mnm Series A Units. Source: Management projections. 56 PV of Terminal Value Implied TEV Implied Unit Price Implied Terminal EBITDA Multiple Perpetuity Growth Rate FCF (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) (4.0%) (3.5%) (3.0%) (2.5%) (2.0%) 13.00% $3,199 $2,078 $2,152 $2,231 $2,314 $2,404 $5,277 $5,351 $5,430 $5,514 $5,603 $27.32 $27.93 $28.57 $29.26 $30.00 2.7x 2.8x 2.9x 3.0x 3.1x 12.25% 3,244 2,247 2,331 2,420 2,515 2,616 5,491 5,575 5,664 5,759 5,860 29.08 29.76 30.49 31.27 32.11 2.8x 2.9x 3.0x 3.2x 3.3x 11.50% 3,290 2,436 2,531 2,632 2,740 2,856 5,727 5,821 5,922 6,030 6,146 31.01 31.78 32.61 33.50 34.45 3.0x 3.1x 3.2x 3.3x 3.5x 10.75% 3,338 2,648 2,755 2,870 2,994 3,127 5,986 6,093 6,208 6,332 6,465 33.14 34.02 34.96 35.98 37.07 3.1x 3.2x 3.4x 3.5x 3.7x 10.00% 3,387 2,887 3,009 3,141 3,283 3,438 6,273 6,396 6,527 6,670 6,824 35.50 36.50 37.59 38.76 40.03 3.3x 3.4x 3.5x 3.7x 3.9x WACC
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION ($ in billions, unless noted) Adj. Beta(1) Market Value Net Debt / Tax Levered Unlevered Company of Equity Net Debt Preferred Total Cap. Rate 1-yr 3-yr 5-yr 1-yr 3-yr 5-yr Marathon Petroleum $45.0 $16.5 $ -- 21% 21% 0.71 1.39 1.33 0.55 1.08 1.03 Valero Energy 43.7 10.6 -- 19% 21% 0.57 1.22 1.19 0.48 1.02 1.00 Phillips 66 39.5 11.2 -- 22% 21% 0.61 1.02 1.01 0.50 0.83 0.83 HF Sinclair Corporation 10.2 2.8 -- 20% 21% 0.59 0.97 1.00 0.48 0.80 0.82 CVR Energy 3.1 0.9 -- 20% 21% 0.50 0.85 0.91 0.40 0.69 0.74 Delek 1.7 2.0 -- 49% 21% 0.33 0.73 0.89 0.17 0.38 0.46 Par Pacific 0.9 0.5 -- 33% 21% 0.58 1.25 1.18 0.42 0.90 0.85 Mean – A Median – ll All 26% 21% 0.55 0.58 1.06 1.02 1.07 1.01 0.43 0.48 0.81 0.83 0.82 0.83 PBF $3.5 $2.9 $ -- 46% 21% 0.27 1.34 1.29 0.16 0.80 0.77 57 PBF | Weighted Average Cost of Capital (“WACC”) Analysis Note: Market data as of July 8, 2022. Balance sheet data as of March 31, 2021. Peers sorted by market value of equity. Represents historical Bloomberg adjusted beta, regressed weekly against the S&P 500. 30-year treasury yield as of July 8, 2022. βU = βL/(1+D/E x (1-t)). Sourced from Kroll Cost of Capital Navigator – 2022. Cost of Equity and WACC Calculation Cost of Equity Sensitivity Analysis Unlevered Beta 0.80 0.85 0.90 0.95 1.00 bt 10% 10.7% 11.1% 11.5% 11.9% 12.3% et De Cap. 20% 11.3% 11.8% 12.2% 12.6% 13.1% N tal 30% 12.1% 12.6% 13.1% 13.6% 14.1% arget / To 40% 13.3% 13.8% 14.4% 15.0% 15.5% T 50% 14.8% 15.5% 16.2% 16.8% 17.5% Intrepid estimate for long-term borrowing rate in current market. WACC = (KE x (1-Net Debt/(Net Debt+Equity)))+(KD x (Net Debt/(Net Debt+Equity))). Source: Bloomberg, 2022 Kroll Valuation Handbook, U.S. Department of the WACC Sensitivity Analysis Unlevered Beta 10% 0.80 0.85 0.90 0.95 1.00 10.4% 10.7% 11.1% 11.5% 11.8% C Levered Beta 1.20 Equity Risk Premium(4) 7.5% Size Premium(5) 0.9% Implied Cost of Equity 13.1% Pre-Tax Cost of Debt(6) 10.0% Tax Rate 21.0% After-Tax Cost of Debt 7.9% (5) Represents size premium for CRSP 5th decile as of December 31, 2021 (range of $3.3bn - $5.0bn market capitalization). Treasury, Public disclosure, FactSet. Target Net Debt / Total Cap. 30.0% Debt ap. 20% 10.6% 11.0% 11.3% 11.7% 12.1% WACC(7) 11.6% Net tal 30% 10.9% 11.2% 11.6% 11.9% 12.3% arget / To 40% 11.1% 11.5% 11.8% 12.1% 12.5% T 50% 11.4% 11.7% 12.0% 12.4% 12.7% Risk-Free Rate(2) Unlevered Beta(3) Target Net Debt / Total Cap. 3.3% 0.90 30.0%
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 31% 50% 19% Broker Date Forward Price Target Rating Piper Sandler & Co 7/7/22 $43.00 Buy Wolfe Research 7/7/22 25.00 Sell Tudor Pickering & Co 7/7/22 30.00 Hold JP Morgan 7/6/22 39.00 Hold Morgan Stanley 7/5/22 30.66 Hold Wells Fargo 7/5/22 57.00 Buy Credit Suisse 7/5/22 37.00 Sell Barclays 7/1/22 27.00 Sell BofA 6/29/22 50.00 Buy Mizuho Securities 6/29/22 43.00 Buy Raymond James 6/24/22 30.26 Hold Zacks 6/17/22 40.00 Buy Cowen 6/3/22 28.00 Hold RBC Capital 5/26/22 31.00 Hold Scotiabank 5/16/22 33.00 Hold Goldman Sachs 5/16/22 36.00 Hold High $57.00 5 Buy Mean (16 Brokers) $36.49 8 Hold Median (16 Brokers) $34.00 3 Sell Low $25.00 58 PBF | Wall Street Research Summary Price Targets and Ratings Ratings Summary Hold Sell Buy Denotes target increase since 13D filing by PBF on 6/24/22 Note: Market data as of July 8, 2022. Price Targets and Ratings reflect select research reports. Source: Wall Street research.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $7.94 $19.19 $13.51 $13.75 $13.44 $13.14 $12.85 $14.58 $11.67 $12.58 $9.45 $8.56 $20 $18 $16 $14 $12 $10 $8 $6 $4 $2 $-- 2022E 2023E 2024E 2025E 2026E 2027E $6.56 $6.72 $6.88 $6.92 $6.92 $6.92 $6.92�� $7.34 $6.84 $6.81 $6.83 $7.26 $-- $3 $2 $1 $4 $7 $6 $5 $8 835 914 892 892 892 902 914 892 935 892 894 887 960 940 920 900 880 860 840 820 800 780 2021A(1) 2022E 2023E 2024E 2025E 2026E 2027E 973 973 973 973 973 973 973 964 964 971 934 936 910 920 930 940 950 960 970 980 2021A 2022E 2023E 2024E 2025E 2026E 2027E 59 Comparison of Management vs. Consensus | PBF Operational Metrics Refining Capacity (kb/d) Reflects refinery operating expense, per barrel of throughput as reported in PBF’s 2021 year-end results. Reflects gross refining margin, excluding special items, per barrel of throughput as reported in PBF’s 2021 year-end results. Refining Throughput (kb/d) # of Brokers 6 5 2 1 Refinery Opex ($/bbl) Refining Margin ($/bbl) # of Brokers # of Brokers # of Brokers 2027E Management 2021A(2) 2022E 2023E 2024E 2025E 2026E Note: Market data as of July 8, 2022. (1) Reflects crude oil and feedstocks throughput as reported in PBF’s 2021 year-end results. 6 8 6 3 2 7 8 6 2 2 8 9 7 3 2 8 (3) 2021A Consensus Source: Bloomberg, Management projections. 0 0 0 0
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $9.42 $23.35 $18.52 $18.85 $18.42 $18.01 $17.61 $15.93 $13.77 $16.19 $10.92 $9.93 $-- $5 $10 $15 $20 $25 2021A Consensus 2022E 2023E 2024E 2025E 2026E 2027E $7.71 $15.08 $8.59 $8.74 $8.54 $8.35 $8.17 $15.10 $10.48 $9.06 $7.26 $6.87 $-- $5 $10 $15 $20 $25 2023E 2021A 2022E Note: Market data as of July 8, 2022. 2024E 2025E 2026E 2027E $8.25 $15.98 $15.22 $15.49 $15.14 $14.80 $14.47 $14.67 $11.13 $10.22 $9.55 $8.81 $-- $5 $10 $15 $20 $25 2021A 2022E 2023E 2024E 2025E 2026E 2027E $6.23 $19.05 $10.41 $10.59 $10.35 $10.12 $9.90 $14.85 $11.50 $13.23 $8.74 $7.05 $-- $5 $10 $15 $20 $25 2021A 2022E 2023E 2024E 2025E 2026E 2027E 60 Comparison of Management vs. Consensus | PBF Refining Margins East Coast (Paulsboro & Delaware City) Mid Con (Toledo) Gulf Coast (Chalmette) West Coast (Torrance & Martinez) # of Brokers # of Brokers # of Brokers # of Brokers Management 7 5 1 1 7 8 6 3 2 8 7 5 1 1 7 9 7 3 2 9 0 Source: Bloomberg, Management projections. 0 0 0
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION $1.20 $2.85 $3.40 $3.99 $4.64 $5.27 $3.09 $3.38 $2.21 $4.38 $16.33 $- $6 $12 $18 2022E 2023E 2024E 2025E 2026E 2027E $89.64 $84.79 $81.82 $79.90 $78.03 $102.17 $91.26 $79.88 $70.00 $63.67 $150 $102.75 $- $50 $100 2022E 2023E 2024E 2025E 2026E 2027E $103.96 $92.49 $88.19 $85.81 $84.54 $83.30 $105.26 $94.64 $82.09 $74.38 $80.00 $- $50 $100 $150 2022E 2023E 2024E 2025E 2026E 2027E 61 Management vs. Consensus Estimates | Crude Oil Price Brent ($/bbl) Note: Market data as of July 8, 2022. Source: FactSet, Management projections. WTI ($/bbl) Brent-WTI Differential ($/bbl) Management Consensus # of Brokers 16 16 8 5 1 0 # of Brokers 11 11 8 5 3 0
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Tab D. Illustrative Pro Forma Impacts Analysis 62
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION PBF Pro Forma Credit Metrics and Cash Flow Accretion / (Dilution) 63 Reflects status quo consolidated operating cash flow, less PBFX operating cash flow, plus PBFX distributions received by PBF. Source: Management projections. Transaction Assumptions (For Illustrative Purposes Only) Consideration Each PBFX unaffiliated public unit receives 0.221x of newly issued PBF stock and $7.82 cash – Assumes 32.6mm PBFX unaffiliated public units and 1.0mm Phantom units (33.7mm fully diluted public units) Transaction Fees & Expenses Assumes $10mm of transaction fees and expenses Financing Assumes cash portion of transaction financed with newly issued PBF debt at 10% interest rate Synergies ~$9.4mm of annual synergies based on PBF Management estimates Effective Date 6/30/22 PBF Consolidated Leverage (Net Debt / LTM EBITDA) PBF Standalone Leverage (Net Debt / LTM EBITDA) 0.5x 0.0x (0.2x) (0.6x) (1.0x) (1.5x) (1.9x) 0.8x 0.2x 0.2x (0.2x) (0.7x) (1.2x) (1.6x) 6/30/2022 '22E '27E '23E '24E Status Quo '25E '26E Pro Forma(1) 0.6x 0.1x 0.1x (0.3x) (0.8x) (1.3x) 0.8x 0.2x 0.2x (0.2x) (0.7x) (1.2x) (1.6x) (1.7x) '27E 6/30/2022 '22E '25E '26E '23E '24E Status Quo Pro Forma $26.25 $10.81 $10.63 $9.91 $9.16 $26.82 $8.20 $11.24 $11.12 $10.10 $9.38 P 2H‘22E BF Oper 2023E ating CF 2024E PS 2025E 2026E 2027E Pro Forma +2% +6% +4% +5% +2% +2% '26E Pro Forma '27E $7.72 2H '22E(2) '23E '24E '25E Status Quo (Standalone)(3) (1) Represents pro forma consolidated leverage. (2) Represents an annualized figure. (3)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION TAB E. Selected Parent-MLP Buy-In Transaction Detail 64
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 10-Day VWAP 20-Day VWAP 30-Day VWAP 60-Day VWAP 90-Day VWAP 52-Wk High 52-Wk Low Unaff. Stub Equity Buyer % Date Acquirer Target Value ($bn) Owned 1-Day 1/10/22 Hartree Partners Sprague Resources $0.1 75% 11% 37% 41% 39% 19% 15% (35%) 49% Blueknight Energy Partners 47% 47% 47% 43% 35% 12% 247% Tallgrass Energy 45% 34% 23% 13% 8% (12%) 56% Valero Energy Partners 7% 10% 12% 11% 10% (12%) 26% TransMontaigne Partners 11% 9% 9% 8% 10% (14%) 18% OCI Partners 13% 14% 15% 18% 22% 11% 65% 10/8/21 Ergon 8/27/19 Blackstone 10/17/18 Valero Energy 7/9/18 ArcLight 6/1/18 OCI 5/18/17 Energy Transfer Partners PennTex Midstream Partners 21% 21% 20% 23% 24% 11% 39% 4/3/17 World Point Terminals Inc. World Point Terminals LP 7% 6% 3% 3% 3% (2%) 20% 3/2/17 VTTI B.V. (IFM/Vitol & Buckeye) VTTI Energy Partners 5% 6% 7% 14% 13% (8%) 25% 1/26/17 Enbridge Midcoast Energy Partners (4%) 2% 5% 11% 6% (17%) 105% 9/23/16 Columbia Pipeline Group Partners 0.2 32% 10% 3.5 44% 36% 1.0 68% 11% 0.5 20% 5% 0.1 88% 10% 0.3 32% 20% 0.2 74% 3% 0.5 48% 2% 0.2 53% 0% 0.9 47% 3% 30-Day VWAP 1-Day 21% 27% 5% 51% 7% 56% 7% 7% 1% 14% 10% 15% 20% 20% 0% 6% 3% 6% (13%) (9%) 9% 11% 14% 16% 17% 16% 15% (10%) 51% 75th Percentile $0.7 71% 11% 27% 21% 19% 18% 4% 61% 4 15% Mean $0.7 53% 10% 19% 18% 16% 15% (7%) 64% 3 12% Median $0.3 48% 10% 14% 15% 14% 13% (10%) 49% 2 8% 25th Percentile $0.2 38% 3% Summary Statistics (11 Transactions) 9% 24% 29% 6% 19% 18% 7% 14% 13% 2% 7% 7% 8% 8% 11% 9% (13%) 25% 2 4% 65 Precedent Premiums Paid | Select All-Cash Parent-MLP Buy-In Transactions Columbia Pipeline (3) Includes all-cash transactions with limited partner targets Initial Premium to:(1) Final Premium to: Bump Summary No. of Cum. Publicly Bumps Increase(2) Announced 4 15% 6 40% 2 15% 2 6% 3 8% 1 5% -- 0% 2 3% 3 4% 5 28% 2 8% 1 Premium referenced in transaction announcement Note: Excludes non-limited partnership/LLC transactions or transactions with non-US targets; includes Tallgrass Energy (1099 issuer). Represents premium quoted in press release announcing the transaction, or in the proxy (if the former is unavailable). For deals without a public announcement of the initial proposal, represents premium/(discount) to the prior day’s closing price. Represents increase in the offer price from the initial proposal. Announced transaction at 20% premium to the 30-day average closing price. Source: FactSet, Public disclosure.
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 75th Percentile $3.5 62% 5% 7% 14% 14% 13% 12% 13% 12% (2%) 38% 4 10% Mean $4.0 49% 2% 4% 10% 10% 9% 8% 9% 8% (17%) 43% 3 8% Median $1.8 54% 0% 4% 10% 9% 7% 8% 7% 9% (11%) 27% 3 7% 25th Percentile $0.6 33% 0% (1%) 3% 3% 3% 4% 5% 3% (27%) 20% 2 5% Unaff. Stub Equity Buyer % Date Acquirer Target Value ($bn) Owned 1-Day 30-Day VWAP 1-Day 10-Day VWAP 20-Day VWAP 30-Day VWAP 60-Day VWAP 90-Day VWAP 52-Wk High 52-Wk Low 5/13/22 Diamondback Energy Rattler Midstream LP $0.6 74% 1% 4% 17% 12% 10% 9% 10% 11% (27%) 20% 7 7% 10/25/21 Phillips 66 Phillips 66 Partners $3.4 70% 0% 13% 7% 4% 2% 0% (1%) 1% (10%) 60% 5 26% CONSOL Coal Resources 2/4/21 Chevron Corp. 10/22/20 CONSOL Energy 10/2/20 TC Energy Corporation 2/25/20 Equitrans Midstream EQM Midstream Partners 11/7/18 Western Gas Equity Partners Western Gas Partners EnLink Midstream Partners Midstream Partners Energy Transfer Partners Enbridge Energy Partners 1.8 54% (3%) 2% 0% 1% 3% 3% 6% 7% (2%) 17% 2 5% 5.9 30% 6% 5% 8% 8% 8% 8% 7% 7% 3% 26% 2 2% 4.9 22% (4%) (1%) 1% 2% 3% 4% 6% 9% (0%) 32% 2 5% 0.9 61% 0% 7% 1% 4% 6% 8% 10% 12% (44%) 29% 1 1% 26.9 2% 5% 8% 11% 12% 13% 14% 15% 13% 7% 38% 3 7% 3.5 33% 0% (2%) 9% 14% 7% 6% 1% (3%) (25%) 19% 6 9% 10/19/18 EnLink Midstream 9/18/18 Dominion Energy 8/1/18 Energy Transfer Equity 5/16/18 Enbridge 5/16/18 Enbridge Spectra Energy Partners 3.3 83% 0% (6%) 10% 11% 3% 3% (1%) (2%) (11%) 14% 4 10% 3/15/18 Williams Williams Partners 10.5 74% 0% 3% 14% 15% 14% 13% 13% 14% 7% 20% 3 8% 2/7/18 Tallgrass Energy GP Tallgrass Energy Partners 2.3 35% 1% 7% 10% 9% 9% 10% 8% 9% (2%) 18% 3 5% 12/29/17 Archrock Archrock Partners 0.6 41% 15% 14% 23% 22% 23% 22% 24% 24% (7%) 27% 2 6% Summary Statistics (17 Transactions) 66 Precedent Premiums Paid | Select All-Equity Parent-MLP Buy-In Transactions For deals without a public announcement of the initial proposal, represents premium/(discount) to the exchange ratio for the prior day’s close. Represents increase in the exchange ratio from the initial proposal. Disclosure quotes a 16.2% premium, which represents the BPMP unit price implied by the 0.575x exchange ratio and the BP ADR price as of December 17, 2021 relative to the unaffected BPMP unit price as of August 4, 2021. Proxy quotes an increase of 14.4% from the initial proposal based on March 4, 2021 closing prices. CVX’s initial proposal was based on a fixed value ($12.47/unit) and did not include an exchange ratio metric; the final exchange ratio of 0.1393x is a slight discount to the exchange ratio implied by the relative equity prices at the time of the initial proposal. Proxy quotes a 19.5% premium to the initial offer unit price on October 2, 2020 based on the exchange ratio implied unit price as of December 14, 2020. Premium metrics are adjusted to reflect increased distribution prior to transaction close. Press release quotes a 15% premium to the 30-day average exchange ratio. Proxy discloses exchange ratio premiums of 16.0% and 8.8%, which represent premium to second quarter earnings and average exchange ratio from July 19, 2018 to September 19, 2018, respectively. Source: FactSet, Public disclosure. Premium referenced in transaction announcement Note: Excludes non-limited partnership/LLC transactions or transactions with non-US targets. Represents premium quoted in press release announcing the transaction, or in the proxy (if the former is unavailable). 8/4/21 BP BP Midstream Partners(3) 0.7 54% 0% (7%) 11% 3% 1% 3% 5% 7% (12%) 30% 3 11% Noble Midstream Partners(4) TC PipeLines (6) 1.7 24% 5% 4% 14% 17% 16% 12% 7% (0%) (16%) 24% 3 8% Includes all-equity transactions with limited partner targets Initial Premium to:(1) Final Exchange Ratio Premium to: Bump Summary No. of Cum. Publicly Bumps Increase(2) Announced 0.4 62% 0% 7% (1%)(5) 2% 3% 6% 14% 14% (31%) 261% 1 (1%) 0.0 61% 1% (9%) 3% 3% 2% 6% 2% 3% (55%) 43% 4 11% 7/24/20 CNX Resources CNX Midstream(7) 0.4 51% 5% 15% 34% 25% 24% 16% 25% 9% (61%) 58% 4 15% Dominion Energy (8)
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION 10-Day VWAP 20-Day VWAP 30-Day VWAP 60-Day VWAP 90-Day VWAP 52-Wk High 52-Wk Low Unaff. Stub Equity Buyer % Date Acquirer Target Value ($bn) Owned 1-Day 4/1/19 UGI Corp. AmeriGas Partners LP $2.4 26% 7% 30-Day VWAP 1-Day 21% 13% 18% 22% 22% 20% 24% (19%) 54% 10/8/18 Antero Midstream GP LP Antero Midstream Partners LP 5.9 --% (1%) 5% 7% 8% 6% 6% 2% 2% (7%) 29% 5 3% Includes cash/stock mix transactions with limited partner targets Initial Premium to:(1) Final Premium to: Bump Summary No. of Cum. Publicly Bumps Increase(2) Announced 4 10% 67 Precedent Premiums Paid | Select Cash/Stock Mix Parent-MLP Buy-In Transactions Summary Statistics (2 Transactions) Mean $4.2 13% 3% 13% 10% 13% 14% 14% 11% 13% (13%) 42% 5 7% Median $4.2 13% 3% 13% 10% 13% 14% 14% 11% 13% (13%) 42% 5 7% Premium referenced in transaction announcement Note: Excludes non-limited partnership/LLC transactions or transactions with non-US targets; includes Tallgrass Energy (1099 issuer). Represents premium quoted in press release announcing the transaction, or in the proxy (if the former is unavailable). For deals without a public announcement of the initial proposal, represents premium/(discount) to the prior day’s closing price. Represents increase in the offer price from the initial proposal. Source: FactSet, Public disclosure. AmeriGas Partners / UGI Corp Offer History Date Exchange Ratio Stock Consideration Cash Consideration Total Consideration % Stock % Cash Initial Offer 1/25/19 0.500x $27.98 $4.03 $32.01 87% 13% First Increase 2/25/19 0.500x 27.37 6.32 33.69 81% 19% Second Increase 3/4/19 0.500x 27.45 6.80 34.25 80% 20% Third Increase 3/7/19 0.500x 27.27 7.45 34.72 79% 21% Fourth Increase 3/8/19 0.500x 27.30 7.63 34.93 78% 22% Antero Midstream Partners / Antero Midstream Offer History Date Exchange Ratio Stock Consideration Cash Consideration Total Consideration % Stock % Cash Initial Offer 6/8/18 1.600x $30.78 $-- $30.78 100% -- First Increase 7/20/18 1.650x 31.80 -- 31.80 100% -- Second Increase 8/11/18 1.700x 29.88 3.00 32.88 91% 9% Third Increase 8/20/18 1.616x 30.51 3.00 33.51 91% 9% Fourth Increase 8/27/18 1.775x 32.57 3.00 35.57 92% 8% Fifth Increase 9/22/18 1.635x 27.99 3.42 31.41 89% 11% Select Cash/Stock Mix Parent-MLP Buy-In Transactions | Offer History AmeriGas Partners / UGI Corp. Antero Midstream Partners / Antero Midstream
PRELIMINARY WORKING DRAFT – SUBJECT TO FURTHER REVIEW AND MODIFICATION Disclaimer These materials have been prepared by Intrepid Partners, LLC (“Intrepid”) for the Conflicts Committee (the “Committee”) of the Board of Directors of PBF Logistics GP LLC, the general partner of PBF Logistics LP (“PBFX”) to whom such materials are directly addressed and delivered. These materials are confidential and may not be used or relied upon by any other person or for any purpose other than as specifically contemplated by a written agreement with Intrepid. These materials have been developed by and are proprietary to Intrepid and were prepared exclusively for the benefit and internal use of the Committee in connection with evaluating the Transaction with PBFX and PBF Energy Inc. (“PBF”). These materials are based upon information provided by or on behalf of the management of PBF and PBFX, from public sources, or otherwise reviewed by Intrepid. Intrepid has relied upon and assumes no responsibility for independent investigation or verification of such information and has relied upon such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future performance prepared by or reviewed with management of PBF or PBFX and/or other potential transaction participants or obtained from public sources, Intrepid has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of PBF, PBFX or such other potential transaction participants (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). Actual results may differ materially from such estimates and forecasts. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information, and nothing contained herein is, or shall be relied upon as, a representation or warranty, whether as to the past, the present or the future. The materials and related commentary are not intended to provide the only basis for evaluating, and should not be considered a recommendation with respect to, the consideration paid, the proposed transaction or any transaction or other matter. These materials are also subject to the qualifications and limitations described in any accompanying written opinion letter. These materials were compiled on a confidential basis solely for use by the Committee and may not be relied on by any other party (including stakeholders in either entity), even if such parties are provided a copy of these materials. These materials were prepared without a view to public disclosure or filing thereof under state or federal laws, and may not be redistributed, reproduced, distributed, passed to others, transmitted, quoted or referred to, in whole or in part, without the prior written permission of Intrepid in accordance with the terms of our engagement letter with the Committee. These materials speak only as of the date on the cover and Intrepid assumes no obligation to update these materials or inform any recipient of changed circumstances, events or information. These materials were prepared for a specific use by specific persons and were not prepared to conform with any disclosure standards under securities laws or otherwise. In the ordinary course of its business, each of Intrepid and its affiliates may actively trade or hold the securities of PBF, PBFX or other parties involved in a proposed transaction for its own account or for the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Intrepid will receive a fee in connection with delivery of an opinion relating to the proposed transaction. These materials do not constitute, nor do they form part of, an offer or solicitation to sell or purchase any securities or instruments and are not a commitment by Intrepid or any of its affiliates to provide, arrange or underwrite any financing for any transaction or to purchase any security in connection therewith. These materials may not reflect information known to other professionals in other business areas of Intrepid and its affiliates. Intrepid and its affiliates do not provide legal, regulatory, accounting, bankruptcy, securities or tax advice. Any statements contained herein as to tax matters were neither written nor intended by Intrepid or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, regulatory accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the evaluation and impact of any transactions or matters described herein.