Exhibit (c)(8)
July 26, 2022 Presentation to the Conflicts Committee of the Board of Directors of PBF Logistics GP LLC
1 Table of Contents I. Transaction Summary 2 II. PBFX Valuation 6 III. PBF Valuation 19 IV. Appendix 31 Tab A: PBFX Valuation Analysis Support 32 Tab B: PBF Valuation Analysis Support 37
I. Transaction Summary 2
Summary of Transaction 3 Note: Market data as of July 25, 2022. Balance sheet data as of March 31, 2022. (1) “Partnership Unaffiliated Unitholders” means holders of Common Units other than PBF, PBF Energy Company LLC, PBFX, HoldCo, General Partner, or their respective affiliates. Source: Draft Merger Agreement dated July 24, 2022, Management, FactSet, public disclosure. Key Parties Involved PBF Energy Inc. (NYSE: PBF) (“PBF” or “Parent”), an independent refining company with assets in the East Coast, West Coast, Gulf Coast and Mid-Continent PBF Logistics LP (NYSE: PBFX) (“PBFX” or “Partnership”), an MLP focused on crude oil and refined products transportation, storage and logistics; PBF owns PBFX’s general partner and accounts for a substantial majority of PBFX’s revenue PBF Logistics GP LLC (“General Partner”), the general partner of PBFX Conflicts Committee (“Committee”) of the Board of Directors of General Partner Owners of PBFX Common Units other than PBF and its direct and indirect subsidiaries (such unitholders the “Partnership Unaffiliated Unitholders”)(1) Transaction PBF Energy Company LLC (“PBF LLC”), a subsidiary of PBF, to acquire all outstanding PBFX Common Units owned by the Partnership Unaffiliated Unitholders through a newly formed subsidiary (“Transaction”) Transaction would be effected through an Agreement and Plan of Merger (“Merger Agreement”) Each Common Unit held by the Partnership Unaffiliated Unitholders will be converted into the right to receive the Merger Consideration Pro forma the Transaction, PBFX will cease to be a publicly traded partnership and will continue to exist as a wholly-owned subsidiary of PBF LLC Merger Consideration 0.270 (“Exchange Ratio”) shares of PBF Common Stock (“Stock Consideration”), and $9.25 in cash (“Cash Consideration”) Sources of Funds Newly issued shares of PBF Common Stock for the Stock Consideration Existing sources of PBF liquidity for the Cash Consideration Consolidated balance sheet cash as of 6/30/22E: $867mm ABL Revolving Credit Facilities: $4.3bn undrawn capacity; credit ratings: Ba3/BB- No financing condition Approvals and Support Agreement Requires approval of the (i) Committee, (ii) General Partner Board of Directors, (iii) PBF Board of Directors, and (iv) majority of outstanding PBFX Common Units voting as a single class PBF is the beneficial owner of approximately 47.7% of outstanding PBFX Common Units and will enter into a support agreement (“Support Agreement”) with PBFX to vote its Common Units in favor of the Transaction Other PBFX will continue to pay quarterly distributions in normal course until closing ($0.30/unit)
4 Note: Market data as of July 25, 2022. Reflects reported balance sheet data as of March 31, 2022 pro forma for redemption of PBF 9.25% Senior Secured Notes due 2025 on July 11, 2022. Reflects Management’s estimated balance sheet data as of June 30, 2022 pro forma for redemption of PBF 9.25% Senior Secured Notes due 2025 on July 11, 2022. Based on Management projections. Source: Company disclosure, FactSet, Management projections. Status Quo Capitalization Overview PBFX and PBF Capitalization as of March 31, 2022 and June 30, 2022 PBFX PBF Selected Assumptions & Definitions Net Debt $547 $524 TEV $1,572 $1,552 TEV / 2022E EBITDA $214 7.3x 7.3x TEV / 2023E EBITDA $218 7.2x 7.1x 2022E DCF Yield $2.60 16% 16% 2023E DCF Yield $2.52 15% 15% 2022E Distr. Yield $1.20 7% 7% 2023E Distr. Yield $1.20 7% 7% Revolving Credit Facility $75 $30 2023 Notes 525 525 Total Debt $600 $555 (-) Cash (53) (31) Metric(3) Net Debt / 2022E EBITDA $214 2.6x 2.5x 1 2 3 1 PBFX capitalization does not ascribe value to PBFX’s non-economic GP interest held by PBF 2 PBF’s non-controlling interest in PBFX represents the market value of the unaffiliated PBFX units owned by the public based on PBFX unit price as of the unaffected date June 23, 2022 ($13.35) 3 Other noncontrolling interests reflect PBF Energy Inc.’s noncontrolling interest in PBF Holding. PBF Holding owns an 80% interest in both Collins Pipeline Company and T&M Terminal Company PBFX Metrics “EBITDA” refers to “Adjusted EBITDA” as defined in PBFX’s financial reporting PBF Metrics Consolidated “EBITDA” refers to consolidated “Adjusted EBITDA” as defined in PBF’s financial reporting “CFPS” refers to consolidated cash flow from operations per share (1) (2) 3/31/2022 6/30/2022 Common Units (PBF) (mm) 30.0 30.0 Common Shares Outstanding 120.8 121.9 Common Units (Public) (mm) 32.6 32.8 (x) PBF Share Price (as of 7/25/22) $29.14 $29.14 Total Common Units Outstanding (mm) 62.6 62.7 Market Capitalization $3,521 $3,553 (x) PBFX Unit Price (as of 7/25/22) $16.38 $16.38 PBF Series A Units Market Value $27 $27 LP Equity Value $1,025 $1,028 Market Capitalization $3,548 $3,579 (1) (2) 3/31/2022 6/30/2022 Consolidated TEV / '22E EBITDA $4,073 1.7x 1.3x Consolidated TEV / '23E EBITDA $2,103 3.3x 2.5x 2022E CFPS Yield $24.22 83% 83% 2023E CFPS Yield $8.97 31% 31% PBF Debt $3,767 $1,522 PBFX Debt 600 555 Total Consolidated Debt $4,367 $2,077 (-) Consolidated Cash ($1,435) ($867) (+) PBFX Equity Value (Public | at Market) 436 438 (+) Other Noncontrolling Interests 11 11 Fully Consolidated TEV $6,927 $5,239 Metric Consol. Net Debt / '22E EBITDA $4,073 0.7x 0.3x (3)
(9%) (4%) 1% 0% (1%) (3%) 14% 56% 47% 47% 47% 43% 35% 12% 261% 11% 11% 9% 9% 11% 10% (10%) 30% 28% 14% 7% 13% 17% 17% 20% 4% 5% Comparison of the Offer to Precedent Transactions Premiums 5 Precedents (High-Low Range) Precedents (Mean) Precedents (Median) Note: Market data as of July 25, 2022. Based on 0.270 of newly issued PBF Common Stock. Based on 0.270 of newly issued PBF Common Stock and $9.25 of cash consideration. Calculated assuming current PBF share price of $29.14 and current PBFX unit price of $16.38. Source: Company disclosure, Wall Street research, FactSet. T-1 $13.35 $29.14 $7.87 $17.12 28.2% Reference Metric: PBFX Unit Price: PBF Share Price: Stock Consideration(1): Total Consideration(2): Implied Premium: 10-Day VWAP $14.61 $27.21 $7.35 $16.60 13.6% 20-Day VWAP $15.91 $28.74 $7.76 $17.01 6.9% 30-Day VWAP $15.69 $31.65 $8.55 $17.80 13.4% 60-Day VWAP $15.45 $32.50 $8.77 $18.02 16.7% 90-Day VWAP $14.83 $29.95 $8.09 $17.34 16.9% 52-Wk High $17.49 $43.74 $11.81 $21.06 20.4% Trading Metrics and Implied Offer Value (PBFX Unaffected / PBF Current) 52-Wk Low $10.83 $7.44 $2.01 $11.26 4.0% Offer Implied Premium/(Discount) vs. MLP Buy-In Precedent Transaction Premiums (61%) Offer (Unaffected) Offer (Current)(3) “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
II. PBFX VALUATION 6
Intrepid’s Due Diligence Process In connection with our Opinion, we have, among other due diligence: vii. xvi. Reviewed a draft of the Merger Agreement (draft dated July 24, 2022); Reviewed a draft of the Voting and Support Agreement (draft dated July 22, 2022) to be entered into among Parent, PBF LLC and the Partnership; Reviewed the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 13, 2019; Reviewed certain publicly available information relating to the Partnership and the Parent that we deemed relevant, including each of the Partnership’s and the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Quarterly Reports on Form 10-Q for the three months ended March 31, 2022 and certain Current Reports on Form 8-K, in each case as filed with or furnished to the U.S. Securities and Exchange Commission; Reviewed certain presentations to the Committee from the management of the General Partner and Parent; Reviewed certain non-public projected financial data and related assumptions of each of the Partnership and the Parent, as prepared and furnished to us by management of the General Partner and Parent, respectively; Reviewed the Partnership’s and the Parent’s business plan with management of the General Partner and Parent, respectively, including a detailed review of business segments, certain material growth projects and commercial contracts and legal, environmental, regulatory and other matters; Reviewed estimated annual synergies resulting from the Transaction from the management of the General Partner and Parent; Reviewed certain recent corporate announcements made by the Partnership and the Parent; Discussed past and current operations and operational projections of each of the Partnership and the Parent with management of the General Partner and Parent, respectively (including their views on the risks and uncertainties in achieving the projections set forth in the forecasts provided); Discussed distribution / dividend policy for the Partnership and Parent with the management of the General Partner and Parent; Discussed the strategic rationale for, and potential benefits of, the Transaction with management of the General Partner and Parent; Reviewed and analyzed pro forma impacts of the Transaction; Performed discounted cash flow analyses based on forecasts and other data provided by management of the General Partner and Parent; Reviewed and analyzed publicly available historical and current financial information, debt trading data, unit and stock price data and broker research estimates with respect to certain public companies with operations and assets that we considered comparable to each of the Partnership and the Parent; Reviewed the financial metrics of certain historical transactions that we deemed relevant and compared such financial metrics to those implied by the Transaction; and xvii. Conducted such other studies and investigations, performed such other analyses and examinations, reviewed such other information and considered such other factors that we deemed appropriate for purposes of providing the opinion expressed herein. 7 Fairness Opinion Requested: Intrepid has been asked by the Conflicts Committee of the Board of Directors of PBF Logistics GP LLC, whether, in Intrepid’s opinion, as of the date hereof, the Merger Consideration in the Transaction is fair, from a financial point of view, to the Partnership Unaffiliated Unitholders.
PBFX | Status Quo Financial Summary Based on forecasts provided by Management on July 18, 2022 8 (1) Excludes ~$7.9mm financing fees. Source: Management projections. ($ 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) (40)(1) (39) (39) (38) (38) (-) Maintenance Capex (9) (12) (12) (12) (13) (13) (-) Mandatory Debt Service and Other (0) (5) (5) (5) (5) (5) Distributable Cash Flow $166 $161 $168 $172 $123 $119 (÷) Fully Diluted Units Outstanding (mm) 63.7 63.9 64.1 64.2 64.4 64.6 DCF / LP Unit ($) $2.60 $2.52 $2.62 $2.68 $1.91 $1.84 Coverage (x) 2.17x 2.10x 2.19x 2.23x 1.59x 1.54x Cash Distribution per Common Unit $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Total Distributions Paid $76 $77 $77 $77 $77 $78 Leverage Metrics PBFX Net Debt $510 $428 $332 $232 $181 $134 PBFX Net Debt / LTM Adj. EBITDA 2.4x 2.0x 1.5x 1.0x 1.0x 0.8x
$196 $166 $161 $168 $172 $123 $119 $178 $183 2021A 2022E 2023E 2024E 2025E Note: Market data as of July 25, 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 2021A 2022E 2023E 2024E 2025E 2026E 2027E $238 $214 $218 $225 $228 $179 $175 $220 $225 $15 $12 $12 $12 $13 $13 2021A 2022E 2023E 2024E 2025E 2026E 2027E $9 PBFX Financial Forecast Summary 9 Adjusted EBITDA ($mm) Total Capex ($mm)(2) Distributable Cash Flow ($mm) Distribution per Unit Consensus # of Brokers 1 1 0 0 0 0 # of Brokers 1 1 0 0 0 0 # of Brokers 1 1 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
10 PBFX | Summary of Valuation Methodologies Used 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 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
Note: Market data as of July 25, 2022. Unit offer price based on 0.270x PBF shares, plus $9.25 cash. Reflects average low and average high implied unit price. Forward target price. Source: Public disclosure, Wall Street research, FactSet, Management projections. PBFX | Illustrative Valuation Analysis 11 For Reference Only Methodology Metrics Range Implied Unit Price ($/Unit)(1) Discounted Cash Flow PV of Unlevered FCF WACC: 12.0% - 9.0% Terminal Mult.: 6.5x - 8.0x Offer at Current PBF Offer at PBF 30-Day Share Price: $17.12 VWAP: $17.80 $14.03 $19.07 $8.29 $13.49 $11.66 $16.43 $16.73 $21.16 $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
0.270x Exchange Ratio + $9.25 Cash per Unit (PBFX "Gets") Trading Comparables (Management) Trading Comparables (PBF Consensus, PBFX Management) Precedent Transactions(1) Discounted Cash Flow (Management) Discounted Cash Flow (Sensitivity Case) Trading Ranges (Current - 30-Day VWAP)(2) $29.14 $28.17 $42.12 $43.79 $32.82 $43.79 $31.65 $40.24 $58.79 $71.74 $55.33 $71.74 $16.86 $20.62 $21.07 $18.11 $21.07 $20.12 $25.12 $28.62 $24.19 $28.62 $17.80 Offer at PBF 30-Day VWAP: $17.80 $20 $25 $30 $14.03 $14.03 $16.73 $11.66 $11.66 $19.07 $19.07 $21.16 $16.43 $16.43 $13.35 $15.69 $17.12 Offer at Current PBF Share Price: $17.12 $80 $90 $5 $10 $15 $20 $25 $30 $35 $5 $10 $15 12 PBFX Illustrative “Has / Gets” Analysis Note: Market data as of July 25, 2022. PBF precedent transactions value range reflects trading comparables (Management) value range. Reflects current PBF share price as of July 25, 2022 and unaffected PBFX unit price as of June 23, 2022. Source: Public disclosure, Wall Street research, FactSet, Management projections. PBFX Illustrative Methodology PBF Illustrative Value per Share(1) Value per Unit (PBFX "Has") $20 $30 $40 $50 $60 $70 PBF PBFX “Has” PBFX “Gets” (PBF x 0.270x Exchange Ratio + $9.25 Cash per Unit) Implied Value per PBFX Unit
1,400 $16.38; 21% 1,000 $14.25; 6% $13.66; 1% $13.50 200 400 600 800 1,200 1,600 $8 $10 $12 $14 $16 $18 Jul-21 Oct-21 Volume (000s) Indexed to PBFX Unit Price 13 Historical PBFX Price Performance 1-Year Indexed Price Performance Note: Market data as of July 25, 2022. Includes DKL, HEP, MMP, NS and PAA. Includes CAPL, GEL, GLP, MMLP and USDP. Source: FactSet, company disclosure. Volume PBFX Dec-21 Earnings Mar-22 LT&S Peers (1) -- May-22 Jul-22 Other Small Cap MLP Peers (2) PBFX Historical Trading Metrics Unaffected (6/23/22) Current (7/25/22) VWAP Since 6/23/22 $15.68 10-day VWAP $14.61 $16.29 20-day VWAP $15.91 $15.82 30-day VWAP $15.69 $15.41 60-day VWAP $15.45 $15.68 90-day VWAP $14.83 $15.34 52-Week VWAP $13.54 $13.72 52-Week High $17.49 $17.49 52-Week Low $10.83 $10.83 Unaffected Date (6/23/2022)
Price Targets and Ratings Broker Date Forward Price Target Rating Credit Suisse 7/20/22 $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 $16.00 100% 14 PBFX | Wall Street Research Summary Note: Market data as of July 25, 2022. Price Targets and Ratings reflect select research reports. Source: Wall Street research. Ratings Summary Hold Sell Buy
Note: Market data as of July 25, 2022. Unit offer price based on 0.270x PBF shares, plus $9.25 cash. Based on $547mm of net debt and 62.6mm units outstanding as of March 31, 2022. Reflects average low and average high implied unit price. Source: Public disclosure, Wall Street research, FactSet, Management projections. PBFX | Illustrative Valuation Analysis – Trading Comparables 15 2022E EBITDA: $214 7.0x - 8.5x 2023E EBITDA: $218 6.5x - 8.0x 2022E LP DCF / Unit: $2.60 25.0% - 15.0% 2023E LP DCF / Unit: $2.52 27.5% - 17.5% 2022E DPU: $1.20 11.0% - 8.5% 2023E DPU: $1.20 11.5% - 9.0% $11.66 $10.43 $10.91 $9.16 $10.41 $13.86 $15.19 $16.43 $13.33 $14.12 $14.39 $17.36 $19.08 $20.32 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Offer at PBF 30-Day VWAP: $17.80 Offer at Current PBF Share Price: $17.12 ($mm, unless otherwise noted) Methodology Metrics Range Implied Unit Price ($/Unit)(1) Trading Comparables(2) Reference Range(3)
($bn, except per share data) Company Unit Price Market Cap TEV Plains All American $10.83 $7.6 $19.1 TEV/EBITDA 2022E 2023E 8.4x 8.4x LP DCF Yield 2022E 2023E 17.2% 21.8% Distribution Yield LQA 2022E 2023E 8.0% 8.0% 8.3% LP Dist. Coverage 2022E 2023E 2.1x 2.6x Magellan Midstream Partners 49.93 10.6 15.5 10.9x 10.6x 10.4% 11.2% 8.3% 8.3% 8.4% 1.3x 1.3x 3.5x 3.5x 4% 5% 1% NuStar Energy 14.86 1.6 6.1 8.5x 8.3x 21.6% 21.4% 10.8% 10.8% 10.8% 2.0x 2.0x 4.3x 5.3x 3% (1%) -- Holly Energy Partners 17.31 2.2 3.8 9.4x 9.1x 13.4% 14.2% 8.1% 8.1% 9.0% 1.7x 1.6x 4.2x 4.1x 7% 6% 11% Delek Logistics Partners 48.55 2.1 3.6 10.3x 8.6x 10.9% 13.4% 8.1% 8.2% 8.2% 1.3x 1.6x 4.8x 4.3x 32% 24% 1% Genesis Energy $8.33 $1.0 $5.5 8.7x 8.0x 21.7% 25.4% 7.2% 7.2% 7.2% 3.0x 3.5x 5.3x 6.0x 9% 17% -- Global Partners 26.00 0.9 2.4 8.6x 8.8x 13.3% 12.3% 9.4% 9.3% 9.5% 1.7x 1.5x 4.8x 5.1x (3%) (12%) 2% CrossAmerica Partners 21.38 0.8 1.6 10.4x 10.0x 14.2% 14.5% 9.8% 9.8% 9.8% 1.4x 1.5x 5.2x 5.2x 4% 2% -- Martin Midstream Partners 4.18 0.2 0.7 4.8x 5.4x 35.8% 28.3% 0.5% 0.5% 0.5% 74.8x 59.1x 3.6x 3.6x (11%) (21%) -- USD Partners 5.45 0.2 0.4 7.7x 5.3x 24.3% 38.1% 9.1% 9.1% 11.1% 2.7x 3.4x 4.5x 4.5x 46% 57% 22% Mean - All (10 Companies) 8.8x 8.3x 18.3% 20.0% 7.9% 7.9% 8.3% 9.2x 7.8x 4.4x 4.6x 9% 10% 4% Median - All (10 Companies) 8.7x 8.5x 15.7% 17.9% 8.2% 8.2% 8.7% 1.9x 1.8x 4.4x 4.5x 4% 5% 1% Mean - LT&S (5 Companies) 9.5x 9.0x 14.7% 16.4% 8.7% 8.7% 8.9% 1.7x 1.8x 4.1x 4.3x 9% 12% 3% Median - LT&S (5 Companies) 9.4x 8.6x 13.4% 14.2% 8.1% 8.2% 8.4% 1.7x 1.6x 4.2x 4.3x 4% 6% 1% Mean - Small Cap MLPs (5 Companies) 8.0x 7.5x 21.9% 23.7% 7.2% 7.2% 7.6% 16.7x 13.8x 4.7x 4.9x 9% 9% 5% Median - Small Cap MLPs (5 Companies) 8.6x 8.0x 21.7% 25.4% 9.1% 9.1% 9.5% 2.7x 3.4x 4.8x 5.1x 4% 2% -- PBFX - Consensus (6/23/22) $13.35 $0.8 $1.4 6.3x 6.1x 21.3% 21.8% 9.0% 9.0% 9.0% 2.4x 2.4x 2.6x 2.6x 2% 3% -- PBFX - Consensus (7/25/22) $16.38 $1.0 $1.6 7.1x 7.0x 17.3% 17.8% 7.3% 7.3% 7.3% 2.4x 2.4x 2.6x 2.6x 2% 3% -- PBFX - Management (6/23/22) $13.35 $0.8 $1.4 6.4x 6.3x 19.6% 18.0% 9.0% 9.0% 9.0% 2.2x 2.1x 2.4x 2.4x 2% (3%) -- PBFX - Management (7/25/22) $16.38 $1.0 $1.6 7.3x 7.1x 16.0% 14.7% 7.3% 7.3% 7.3% 2.2x 2.1x 2.4x 2.4x 2% (3%) -- 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 16 Note: Market data as of July 25, 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
17 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. Source: Management projections. Sensitivity Analysis PBFX | Discounted Cash Flow Analysis – Unlevered Free Cash Flow 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal $105 $218 $225 $228 $179 $175 $175 (7) (12) (12) (12) (13) (13) (13) (5) -- -- -- -- -- -- (1) -- -- -- -- -- -- $92 $206 $212 $216 $167 $162 $162 ($ in millions, unless noted) EBITDA (-) Maintenance CapEx (-) Growth CapEx (+/-) Change in Working Capital Unlevered Free Cash Flow ("FCF") PV of FCF (10.50% WACC) $820 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 47.2% Memo: Implied Perpetuity Growth Rate (2.6%) Implied TEV $1,554 (-) Debt (+) Cash (555)(1) 31 (1) Implied Equity Value $1,029 (/) Total Units Outstanding 62.7 Implied Share Price $16.41 PV of Terminal Value Implied TEV Implied Unit Price Implied Perpetuity Growth Rate Terminal Multiple 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% $794 $610 $646 $681 $716 $751 $1,405 $1,440 $1,475 $1,510 $1,545 $14.03 $14.59 $15.15 $15.72 $16.28 (2.7%) (2.0%) (1.3%) (0.8%) (0.2%) 11.25% 807 633 670 706 743 779 1,440 1,477 1,514 1,550 1,587 14.60 15.19 15.77 16.35 16.93 (3.3%) (2.6%) (2.0%) (1.4%) (0.9%) 10.50% 820 657 695 733 771 809 1,478 1,516 1,554 1,591 1,629 15.20 15.80 16.41 17.01 17.62 (3.9%) (3.2%) (2.6%) (2.0%) (1.5%) 9.75% 834 682 722 761 801 840 1,516 1,556 1,595 1,635 1,674 15.82 16.44 17.07 17.70 18.33 (4.5%) (3.8%) (3.2%) (2.6%) (2.1%) 9.00% 848 709 750 791 831 872 1,557 1,598 1,639 1,679 1,720 16.46 17.11 17.76 18.41 19.07 (5.1%) (4.5%) (3.8%) (3.3%) (2.8%) WACC
18 Note: Discounted cash flow analysis based on distributions discounted to June 30, 2022. Source: Management projections. Sensitivity Analysis PBFX | Discounted Cash Flow Analysis – Distribution Discount Model ($ in millions, unless noted) 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal Total Distributable Cash Flow (÷) Units Outstanding (mm) $80 63.7 $161 63.9 $168 64.1 $172 64.2 $123 64.4 $119 64.6 DCF / Unit ("DCFPU") $1.26 $2.52 $2.62 $2.68 $1.91 $1.84 LP Distribution / Unit ("DPU") $0.60 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Memo: Implied Coverage 2.10x 2.10x 2.19x 2.23x 1.59x 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 PV of Terminal Value Implied Unit Price Implied Terminal DPU Yield Perpetuity Growth Rate DPU (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% $4.60 $3.69 $3.83 $3.98 $4.13 $4.30 $8.29 $8.43 $8.58 $8.73 $8.90 15.1% 14.5% 14.0% 13.5% 12.9% 13.75% 4.72 4.23 4.40 4.58 4.78 4.99 8.95 9.12 9.31 9.50 9.71 14.0% 13.4% 12.9% 12.4% 11.8% 12.50% 4.85 4.88 5.10 5.33 5.58 5.85 9.74 9.95 10.18 10.43 10.70 12.9% 12.3% 11.8% 11.3% 10.7% 11.25% 4.99 5.69 5.96 6.26 6.58 6.94 10.68 10.95 11.25 11.57 11.93 11.7% 11.2% 10.7% 10.1% 9.6% 10.00% 5.13 6.70 7.06 7.45 7.88 8.36 11.84 12.19 12.58 13.01 13.49 10.6% 10.1% 9.5% 9.0% 8.5% Cost of Equity
III. PBF VALUATION 19
PBF | Status Quo Consolidated Financial Summary Based on forecasts provided by Management on July 18, 2022 20 (1) Includes change in fair value of contingent consideration, change in fair value of catalyst obligations, and other items. Source: Management projections. ($ in millions, except where noted) 2022E 2023E 2024E 2025E 2026E 2027E Consolidated EBITDA $3,988 $2,073 $2,151 $2,048 $1,902 $1,803 (+) PBF Stock Based Comp 28 28 28 28 28 28 (+) PBFX Stock Based Comp 2 2 2 2 2 2 (+) Other (1) 55 -- -- -- -- -- Consolidated Adjusted EBITDA $4,073 $2,103 $2,182 $2,078 $1,932 $1,833 (-) Interest Expense (288) (167) (158) (168) (158) (157) Memo: Income Taxes (765) (383) (406) (376) (339) (313) Memo: Deferred Taxes 710 207 23 3 (25) (41) (-) Cash Taxes (55) (176) (384) (373) (364) (353) (-) MRC Earnout -- (100) (100) -- -- -- (+/-) Changes in Working Capital (659) (507) -- -- -- -- (-) Change in TRA Liability -- -- (60) (158) (14) (13) (+/-) Other (24) -- -- -- -- -- Consolidated Operating Cash Flow $3,047 $1,153 $1,480 $1,380 $1,396 $1,310 Consolidated Operating CFPS $24.22 $8.97 $11.37 $10.47 $10.47 $9.71 Memo: Fully Diluted Shares Outstanding 126 129 130 132 133 135 Leverage Metrics Consolidated Net Debt $534 $33 ($794) ($1,520) ($2,262) ($2,918) Consolidated Net Debt / LTM EBITDA 0.1x 0.0x (0.4x) (0.7x) (1.2x) (1.6x)
$467 $2,044 $1,074 $458 $2,755 $4,073 $2,182 $2,078 $1,932 $1,833 $4,040 $3,073 $2,103 $1,655 $1,315 $0 $1,500 $3,000 $4,500 2021A 2022E 2027E PBF Consolidated EBITDA ($mm) 21 Comparison of Management vs. Consensus Estimates | PBF EBITDA Note: Market data as of July 25, 2022. (1) Reflects adjusted EBITDA as reported in PBF’s 2021 year-end results. Source: FactSet, company disclosure, Management projections. 2023E Management 2024E Consensus # of Brokers 12 13 2 1 1 0 (1) $16 2025E 2026E Broker Estimate Range
$467 $4,073 $2,103 $2,182 $2,078 $1,932 $1,833 $4,073 $1,687 $1,902 $1,500 $1,500 $1,500 $0 $1,500 $3,000 $4,500 2021A 2022E 2024E 2026E 2023E Management 2027E $7.94 $13.51 $13.75 $13.44 $13.14 $12.85 $19.19 $19.19 $12.23 $12.89 $11.66 $11.81 $11.82 $20 $18 $16 $14 $12 $10 $8 $6 $4 $2 $-- 2021A(1) 2022E 2023E 2024E 2025E 2026E 2027E At the direction of the Committee, Management provided an alternative financial forecast on July 22, 2022 (the “Sensitivity Case”) The Sensitivity Case was based on alternative forecast assumptions for refining margins within each of PBF’s refining regions, as requested by the Committee on July 19, 2022 The Sensitivity Case does not reflect any other adjustments or changes in Management’s views 22 PBF Financial Forecast Sensitivity Case Note: Market data as of July 25, 2022. Reflects gross refining margin, excluding special items, per barrel of throughput as reported in PBF’s 2021 year-end results. Reflects adjusted EBITDA as reported in PBF’s 2021 year-end results. Source: Bloomberg, FactSet, company disclosure, Management projections. Refining Margin ($/bbl) PBF Consolidated EBITDA ($mm) 2025E Sensitivity Case (2)
23 PBF | Summary of Valuation Methodologies Used Methodology Comparable Public Company Trading Analysis Discounted Cash Flow Analysis Historical Market Valuations and Wall Street Research (For Reference Only) Description / Key Metrics Valuation based on trading metrics of selected Refining 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 Evaluated based on Management projections and consensus estimates 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) Evaluated on an unlevered FCF basis Evaluated based on Management projections and Sensitivity Case projections 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 Analyzed historical market trading performance and valuation Reviewed research analyst price targets included in equity research from 16 investment banks
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 52-Week Trading Range (Low - High) $7.44 $25.00 $32.82 $28.17 $43.79 $43.74 $57.00 $55.33 $40.24 $71.74 Implied Share Price ($/Share) Current Share Current 30d VWAP: $31.65 Price: $29.14 $42.12 $58.79 $-- $20.00 $40.00 $60.00 $80.00 $100.00 Note: Market data as of July 25, 2022. Reflects average low and average high implied share price. Forward target price. Source: Public disclosure, Wall Street research, FactSet, Management projections. PBF | Illustrative Valuation Analysis 24 For Reference Only Refer to Trading Comparables Valuation Analysis(1) Share Price Target Range(2) (Low - High) Refer to Trading Comparables Valuation Analysis(1)
$29.14; 223% 4,000 $14.66; 63% $13.78; 53% $10 $9.01 -- 2,000 6,000 $50 12,000 $45 10,000 $40 $35 8,000 $0 $5 $15 $20 $25 $30 Jul-21 Oct-21 Mar-22 May-22 Jul-22 Volume (000s) Indexed to PBF Share Pirce 25 Historical PBF Price Performance Note: Market data as of July 25, 2022. Mid-cap refiners peers include CVI, DK, DINO and PARR. Large cap refiner peers include MPC, PSX and VLO. Source: FactSet, company disclosure. Volume PBF Dec-21 Earnings Mid-Cap Refiners(1) Large Cap Refiners(2) PBF Historical Trading Metrics Unaffected (6/23/22) Current 7/25/22) VWAP Since 6/23/22 $28.97 10-day VWAP $36.28 $27.21 20-day VWAP $36.89 $28.74 30-day VWAP $35.34 $31.65 60-day VWAP $31.48 $32.50 90-day VWAP $27.64 $29.95 52-Week VWAP $17.73 $19.01 52-Week High $43.74 $43.74 52-Week Low $7.44 $7.44 1-Year Indexed Price Performance
Broker Date Forward Price Target Rating Barclays 7/20/22�� $27.00 Sell Piper Sandler & Co 7/19/22 43.00 Buy BofA 7/19/22 45.00 Buy Goldman Sachs 7/18/22 38.00 Hold Credit Suisse 7/18/22 37.00 Sell Wolfe Research 7/18/22 25.00 Sell Wells Fargo 7/15/22 57.00 Buy Morgan Stanley 7/15/22 36.00 Hold RBC Capital 7/15/22 32.00 Hold Scotiabank 7/14/22 35.00 Hold Raymond James 7/14/22 -- Hold Zacks 7/12/22 33.00 Buy Cowen 7/11/22 25.00 Hold Tudor Pickering & Co 7/7/22 30.00 Hold JP Morgan 7/6/22 39.00 Hold Mizuho Securities 6/29/22 43.00 Buy High $57.00 5 Buy Mean (16 Brokers) $36.33 8 Hold Median (16 Brokers) $36.00 3 Sell Low $25.00 31% 50% 19% 26 PBF | Wall Street Research Summary Note: Market data as of July 25, 2022. Price Targets and Ratings reflect select research reports. Source: Wall Street research. Price Targets and Ratings Ratings Summary Hold Sell Buy
Note: Market data as of July 25, 2022. Based on $2.9bn of net debt, 120.8mm Class A common stock and 0.9mm Series A Units outstanding as of March 31, 2022. Reflects average low and average high implied share price. Source: Public disclosure, Wall Street research, FactSet, Management projections. PBF | Illustrative Valuation Analysis – Trading Comparables 27 ($mm, unless otherwise noted) Methodology Metrics Range Implied Share Price ($/Share)(1) 2022E Management Consolidated EBITDA: $4,073 2.5x - 4.0x Current Share Current 30d VWAP: $31.65 Price: $29.14 $55.68 $105.86 2023E Management Consolidated EBITDA: $2,103 4.0x - 5.5x $41.14 $67.06 2022E Management CFPS: $24.22 50.0% - 35.0% $48.44 $69.20 2023E Management CFPS: $8.97 30.0% - 20.0% $29.89 $44.84 Trading Comparables Reference Range(2) $43.79 $71.74 2022E Consensus Consolidated EBITDA: $3,073 2.5x - 4.0x $35.35 $73.22 2023E Consensus Consolidated EBITDA: $1,655 4.0x - 5.5x $26.63 $47.03 2022E Consensus CFPS: $20.33 50.0% - 35.0% $40.66 $58.08 2023E Consensus CFPS: $8.60 30.0% - 20.0% $28.66 $42.99 Reference Range(2) $32.82 $55.33 $-- $50.00 $100.00 $150.00
Company Price Cap TEV 2022E 2023E 2022E 2023E LQA 2022E 2023E 2022E EBITDA Marathon Petroleum $88.80 $48.0 $81.2 4.4x 6.7x 32.6% 22.5% 2.6% 2.7% 2.7% 0.9x Valero Energy 109.32 44.6 56.8 4.0x 5.6x 26.3% 20.3% 3.6% 3.6% 3.7% 0.7x Phillips 66 87.24 42.0 53.5 4.8x 6.3x 21.7% 15.7% 4.4% 4.4% 4.5% 1.0x HF Sinclair Corporation 45.32 10.1 14.1 3.6x 5.1x 33.3% 21.7% 3.5% 2.7% 3.6% 0.7x CVR Energy 31.39 3.2 4.7 3.7x 5.2x 37.6% 14.1% 5.1% 3.9% 5.6% 0.7x Delek 24.27 1.7 4.2 3.8x 5.6x 43.9% 30.1% (1) -- 1.8% 2.9% 1.8x Par Pacific 15.46 0.9 1.4 4.2x 5.5x 26.1% 19.7% -- -- 0.4% 1.4x Mean - (7 Companies) Median - (7 Companies) 4.1x 4.0x 5.7x 5.6x 31.7% 32.6% 20.6% 20.3% 3.2% 3.6% 2.7% 2.7% 3.4% 3.6% 1.0x 0.9x PBF - Consensus (2) $29.14 $3.5 $6.9 2.3x 4.2x 69.8% 29.5% -- -- 0.1% 1.0x PBF - Management (3) $29.14 $3.6 $5.2 1.3x 2.5x 83.1% 30.8% -- -- -- 0.3x ($bn, except per share data) Share Market Cons. Cons. TEV/EBITDA CFPS Yield Dividend Yield Cons. Net Debt / PBF | Comparable Company Trading Analysis 28 Note: Market data as of July 25, 2022. Peers sorted by TEV. Metric does not consider the special dividend of $0.20 per share announced by Delek on June 21, 2022. Reflects reported balance sheet data as of March 31, 2022 pro forma for redemption of PBF 9.25% Senior Secured Notes due 2025 on July 11, 2022. Reflects Management’s estimated balance sheet data as of June 30, 2022 pro forma for redemption of PBF 9.25% Senior Secured Notes due 2025 on July 11, 2022. Source: FactSet, Public disclosure, Wall Street research, Management projections.
($ in millions, unless noted) 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal EBITDA $1,875 $2,103 $2,182 $2,078 $1,932 $1,833 $1,833 (-) CapEx (213) (612) (612) (612) (613) (613) (613) (-) PBF MRC Earnout -- (100) (100) -- -- -- (-) Change in TRA Liability -- -- (60) (158) (14) (13) (+/-) Change in Working Capital (329) (507) -- -- -- -- (-) Cash Taxes (37) (176) (384) (373) (364) (353) (321) (-) Interest Adjusted Incremental Tax (39) (45) (43) (45) (43) (42) -- Unlevered Free Cash Flow ("FCF") $1,257 $663 $983 $890 $898 $812 $899 PV of FCF (11.50% WACC) $4,303 Terminal EBITDA $1,833 (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 $7,791 (-) 6/30/22E Debt (1) (2,077) (-) Minority Interest in PBFX (2) (542) (-) Other Non-Controlling Interest (11) (+) 6/30/22E Cash(1) 867 Implied Equity Value $6,027 (/) Total Shares Outstanding(3) 122.8 Implied Share Price $49.07 29 Note: Discounted cash flow analysis based on cash flows discounted to June 30, 2022. Reflects Management’s estimated balance sheet data as of June 30, 2022 pro forma for redemption of PBF 9.25% Senior Secured Notes due 2025 on July 11, 2022. Reflects value of unaffiliated PBFX units owned by the public based on PBFX unit price implied by midpoint of PBFX discounted cash flow analysis. Includes 0.9mnm Series A Units. Source: Management projections. Sensitivity Analysis PBF | Discounted Cash Flow Analysis – Management Projections PV of PV of Terminal Value Implied TEV Implied Share 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% $4,184 $2,755 $2,853 $2,957 $3,068 $3,187 $6,938 $7,037 $7,141 $7,252 $7,371 $42.12 $42.92 $43.77 $44.68 $45.64 2.9x 3.0x 3.2x 3.3x 3.4x 12.25% 4,242 2,979 3,090 3,208 3,334 3,468 7,222 7,332 7,450 7,576 7,711 44.43 45.33 46.29 47.31 48.41 3.1x 3.2x 3.3x 3.4x 3.6x 11.50% 4,303 3,230 3,355 3,489 3,632 3,786 7,533 7,658 7,791 7,935 8,088 46.96 47.98 49.07 50.23 51.49 3.2x 3.3x 3.5x 3.6x 3.8x 10.75% 4,365 3,511 3,653 3,805 3,969 4,146 7,876 8,018 8,170 8,334 8,511 49.75 50.91 52.15 53.48 54.92 3.4x 3.5x 3.6x 3.8x 4.0x 10.00% 4,429 3,827 3,989 4,164 4,353 4,558 8,255 8,418 8,593 8,782 8,986 52.85 54.17 55.59 57.13 58.79 3.5x 3.7x 3.8x 4.0x 4.2x WACC
30 Note: Discounted cash flow analysis based on cash flows discounted to June 30, 2022. Reflects Management’s estimated balance sheet data as of June 30, 2022 pro forma for redemption of PBF 9.25% Senior Secured Notes due 2025 on July 11, 2022. Reflects value of unaffiliated PBFX units owned by the public based on PBFX unit price implied by midpoint of PBFX discounted cash flow analysis. Includes 0.9mnm Series A Units. Source: Management projections. Sensitivity Analysis PBF | Discounted Cash Flow Analysis – Sensitivity Case ($ in millions, unless noted) 2H 2022E 2023E 2024E 2025E 2026E 2027E Terminal EBITDA $1,875 $1,687 $1,902 $1,500 $1,500 $1,500 $1,500 (-) CapEx (213) (612) (612) (612) (613) (613) (613) (-) PBF MRC Earnout -- (100) -- -- -- -- (-) Change in TRA Liability -- -- (60) (158) (14) (13) (+/-) Change in Working Capital (329) (507) -- -- -- -- (-) Cash Taxes (37) (64) (308) (217) (248) (263) (231) (-) Interest Adjusted Incremental Tax (39) (45) (43) (45) (43) (42) -- Unlevered Free Cash Flow ("FCF") $1,257 $359 $879 $468 $583 $569 $656 PV of FCF (11.50% WACC) $3,296 Terminal EBITDA $1,500 (x) Implied Terminal Multiple 3.1x Terminal Value (Undiscounted) $4,388 Memo: Perpetuity Growth Rate (3.0%) PV of Terminal Value (11.50% WACC) $2,545 Implied TEV $5,841 (-) 6/30/22E Debt (1) (2,077) (-) Minority Interest in PBFX (2) (542) (-) Other Non-Controlling Interest (11) (+) 6/30/22E Cash(1) 867 Implied Equity Value $4,077 (/) Total Shares Outstanding(3) 122.8 Implied Share Price $33.19 PV of PV of Terminal Value Implied TEV Implied Share 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% $3,215 $2,010 $2,081 $2,158 $2,239 $2,325 $5,225 $5,296 $5,372 $5,453 $5,540 $28.17 $28.75 $29.37 $30.03 $30.74 2.6x 2.7x 2.8x 2.9x 3.0x 12.25% 3,255 2,174 2,254 2,340 2,432 2,530 5,429 5,509 5,595 5,687 5,785 29.83 30.49 31.19 31.94 32.74 2.7x 2.8x 2.9x 3.1x 3.2x 11.50% 3,296 2,357 2,448 2,545 2,650 2,762 5,653 5,744 5,841 5,946 6,058 31.66 32.40 33.19 34.04 34.96 2.9x 3.0x 3.1x 3.2x 3.4x 10.75% 3,339 2,561 2,665 2,776 2,896 3,025 5,900 6,004 6,115 6,235 6,364 33.67 34.51 35.42 36.39 37.44 3.0x 3.1x 3.2x 3.4x 3.5x 10.00% 3,382 2,792 2,911 3,038 3,176 3,325 6,174 6,293 6,420 6,558 6,707 35.90 36.87 37.91 39.03 40.24 3.1x 3.3x 3.4x 3.6x 3.7x WACC
IV. Appendix 31
Tab A. PBFX Valuation Analysis Support 32
Note: Market data as of July 25, 2022. Unit offer price based on 0.270x PBF shares, plus $9.25 cash. Based 62.7mm units outstanding as of June 30, 2022, per Management estimates. Reflects average low and average high implied unit price. Source: Public disclosure, Wall Street research, FactSet, Management projections. 33 PBFX | Illustrative Valuation Analysis – Precedent Transactions ($mm, unless otherwise noted) Methodology Metrics Range Implied Unit Price ($/Unit) NTM LP DCF / Unit: $2.52 12.5% - 10.0% NTM DPU: $1.20 9.0% - 7.0% $16.73 $13.33 $20.13 $21.16 $17.14 $25.17 $5.00 $15.00 $25.00 $35.00 Offer at PBF 30-Day VWAP: $17.80 Offer at Current PBF Share Price: $17.12 (1) Precedent Transaction Analysis(2) Reference Range(3)
2/10/22 Shell Shell Midstream $6.2 69% 11.0% (2) 7.6% (2) 23% 25% 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 Phillips 66 Phillips 66 Partners 10.1 70% 10.6% 4.2% 7% 0% 8/4/21 BP BP Midstream Partners 1.5 54% 11.2% 9.8% (2) 11% 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 (21 Transactions) 75th Percentile $6.5 69% 12.5% 8.8% 13.6% 13.7% Mean $7.2 49% 11.2% 7.5% 14.3% 12.9% Median $3.5 54% 10.6% 8.1% 10.8% 9.3% 25th Percentile $1.7 32% 9.0% 6.0% 7.2% 5.9% Final Premium to: Transaction Metrics FY+1 LP FY+1 LP DCF Yield DPU Yield Unaff. Date Buyer Target 8/8ths Equity Value ($bn)(1) Buyer % Owned 1-Day 30-Day VWAP 34 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.
($ 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 $10.6 $4.9 $ -- 32% -- 0.60 0.93 0.89 0.41 0.64 0.61 Plains All American 7.6 8.8 2.7 46% -- 0.88 1.17 1.12 0.35 0.46 0.45 Holly Energy Partners 2.2 1.6 -- 43% -- 0.77 0.61 0.65 0.44 0.35 0.37 Delek Logistics Partners 2.1 1.5 -- 42% -- 0.68 1.04 0.98 0.40 0.60 0.57 NuStar Energy 1.6 3.1 1.4 51% -- 0.69 0.91 0.98 0.19 0.24 0.26 Genesis Energy 1.0 3.3 0.9 60% -- 0.73 1.33 1.26 0.14 0.26 0.25 Global Partners 0.9 1.3 0.1 57% -- 1.02 0.90 0.90 0.38 0.33 0.34 CrossAmerica Partners 0.8 0.8 -- 50% -- 0.66 0.68 0.69 0.33 0.34 0.35 USD Partners 0.2 0.2 -- 54% -- 0.51 0.75 0.73 0.23 0.33 0.33 Martin Midstream Partners 0.2 0.5 -- 75% -- 0.65 0.89 0.84 0.16 0.22 0.21 Mean – All Median – All 51% 50% 0.72 0.69 0.92 0.91 0.90 0.90 0.30 0.34 0.38 0.34 0.37 0.34 LT&S Mean LT&S Median 43% 43% 0.72 0.69 0.93 0.93 0.92 0.98 0.36 0.40 0.46 0.46 0.45 0.45 Other Small Cap Other Small Cap MLP Peers Mean MLP Peers Median 59% 57% 0.71 0.66 0.91 0.89 0.88 0.84 0.25 0.23 0.30 0.33 0.29 0.33 PBFX $1.0 $0.5 $ -- 35% -- 0.77 1.31 1.16 0.50 0.86 0.76 35 PBFX | Weighted Average Cost of Capital (“WACC”) Analysis Note: Market data as of July 25, 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 25, 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 - $1.3bn market capitalization). Cost of Equity and WACC Calculation Risk-Free Rate(2) 3.0% Unlevered Beta(3) 0.65 Target Net Debt / Total Cap. 35.0% Cost of Equity Sensitivity Analysis Unlevered Beta 0.55 0.60 0.65 0.70 0.75 bt 20% 9.4% 9.8% 10.3% 10.8% 11.2% et De Cap. 28% 9.9% 10.4% 10.9% 11.5% 12.0% N tal 35% 10.6% 11.1% 11.7% 12.3% 12.9% Target / To 43% 50% 11.4% 12.0% 12.7% 13.3% 14.0% 12.5% 13.2% 13.9% 14.7% 15.4% Intrepid estimate for long-term borrowing rate in current market. WACC = (KE x (1-Net Debt/(Net Debt+Equity)))+(KD x (Net Debt/(Net Debt+Equity))). Source: Bloomberg, 2022 Kroll Valuation Handbook, U.S. Department of the Treasury, Public disclosure, FactSet. WACC Sensitivity Analysis Unlevered Beta 0.55 0.60 0.65 0.70 0.75 20% 28% 35% 43% 50% 9.2% 9.5% 9.8% 10.2% 10.5% 9.6% 9.9% 10.2% 10.5% 10.9% 9.9% 10.3% 10.6% 10.9% 11.2% 10.3% 10.6% 11.0% 11.3% 11.6% 10.7% 11.0% 11.3% 11.7% 12.0% Target Net Debt / Total Cap. Levered Beta Equity Risk Premium(4) Size Premium(5) 1.00 7.5% 1.2% Implied Cost of Equity 11.7% Pre-Tax Cost of Debt(6) Tax Rate 8.5% 0.0% After-Tax Cost of Debt 8.5% Target Net Debt / Total Cap. 35.0% WACC(7) 10.6%
PBFX | Selected Peer Debt Trading Analysis 36 Note: Market data as of July 25, 2022. (1) Excludes CAPL, MMLP and USDP due to lack of publicly traded and/or comparable debt. Source: Bloomberg, Public disclosure, FactSet. LT&S Peers Other Small Cap MLP Peers(1) Issue Rating Price YTW Issuer Maturity Date Amount ($mm) Security Coupon DKL Jun-28 $400 Sr. Unsecured 7.125% B3 / B+ 90.0 9.4% HEP Feb-28 500 Sr. Unsecured 5.000% Ba3 / BB+ 92.0 6.8% MMP Jun-30 500 Sr. Unsecured 3.250% Baa1 / BBB+ 90.0 4.8% NS Oct-30 600 Sr. Unsecured 6.375% Ba3 / BB- 90.0 8.1% PAA Sep-30 750 Sr. Unsecured 3.800% Baa3 / BBB- 89.8 5.4% GEL Feb-28 721 Sr. Unsecured 7.750% B2 / B 89.5 10.3% GLP Jan-29 350 Sr. Unsecured 6.875% B2 / B+ 86.5 9.7% Mean – All 5.739% 7.8% Median – All 6.375% 8.1% LT&S Mean 5.110% 6.9% LT&S Median 5.000% 6.8% Other Small Cap MLP Peers Mean 7.313% 10.0% Other Small Cap MLP Peers Median 7.313% 10.0% PBFX May-23 $525 Sr. Unsecured 6.875% B2 / B+ 99.3 7.8%
Tab B. PBF Valuation Analysis Support 37
($ 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 $48.0 $16.5 $ -- 20% 21% 0.69 1.39 1.33 0.55 1.09 1.04 Valero Energy 44.6 10.6 -- 19% 21% 0.56 1.22 1.18 0.48 1.03 1.00 Phillips 66 42.0 11.2 -- 21% 21% 0.62 1.02 1.01 0.51 0.84 0.84 HF Sinclair Corporation 10.1 2.8 -- 20% 21% 0.58 0.97 1.00 0.47 0.79 0.82 CVR Energy 3.2 0.9 -- 20% 21% 0.47 0.85 0.90 0.38 0.69 0.73 Delek 1.7 2.0 -- 48% 21% 0.31 0.73 0.88 0.16 0.38 0.46 Par Pacific 0.9 0.5 -- 33% 21% 0.56 1.25 1.18 0.40 0.90 0.84 Mean – A Median – ll All 26% 20% 0.54 0.56 1.06 1.02 1.07 1.01 0.42 0.47 0.82 0.84 0.82 0.84 PBF $3.5 $2.9 $ -- 42% 21% 0.24 1.33 1.29 0.14 0.80 0.78 38 PBF | Weighted Average Cost of Capital (“WACC”) Analysis Note: Market data as of July 25, 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 25, 2022. βU = βL/(1+D/E x (1-t)). Sourced from Kroll Cost of Capital Navigator – 2022. Represents size premium for CRSP 5th decile as of December 31, 2021 (range of $3.3bn - $5.0bn market capitalization). 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% 10.4% 10.8% 11.2% 11.6% 12.0% et De Cap. 20% 11.1% 11.5% 12.0% 12.4% 12.9% N tal 30% 11.9% 12.4% 12.9% 13.4% 13.9% arget / To 40% 13.0% 13.6% 14.2% 14.7% 15.3% T 50% 14.6% 15.3% 15.9% 16.6% 17.3% 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 10% 0.80 0.85 0.90 0.95 1.00 10.2% 10.5% 10.9% 11.3% 11.6% C Levered Beta 1.20 Equity Risk Premium(4) 7.5% Size Premium(5) 0.9% Implied Cost of Equity 12.9% Pre-Tax Cost of Debt(6) 10.0% Tax Rate 21.0% After-Tax Cost of Debt 7.9% Target Net Debt / Total Cap. 30.0% Debt ap. 20% 10.4% 10.8% 11.2% 11.5% 11.9% WACC(7) 11.4% Net tal 30% 10.7% 11.1% 11.4% 11.8% 12.1% arget / To 40% 11.0% 11.3% 11.7% 12.0% 12.4% T 50% 11.3% 11.6% 11.9% 12.3% 12.6% Risk-Free Rate(2) Unlevered Beta(3) Target Net Debt / Total Cap. 3.0% 0.90 30.0%
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”), 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 the General Partner, 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 the General Partner 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, and the General Partner 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. Disclaimer