United States securities and exchange commission logo
September 23, 2022
Trecia M. Canty, Esq.
Senior Vice President, General Counsel
PBF Energy Inc.
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Re: PBF Logistics LP
Schedule 13E-3
Filed August 29,
2022
File No. 005-88397
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PBF Energy Inc.
Registration
Statement on Form S-4
Filed August 26,
2022
File No. 333-267119
Dear Ms. Canty:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule 13E-3 filed August 29, 2022
General
1. We note the disclosure
in the Schedule 13E-3 and the S-4 regarding the 19.9% Cap
Adjustment Mechanism.
Please disclose why such a mechanism is needed, given that it
appears that the number
of shares of PBF Energy Common Stock to be issued will not
come particularly close
to exceeding 20% of the outstanding shares. It would also seem
that the risk of
tripping up such threshold would be within the control of PBF Energy.
Therefore, please
disclose in detail the underlying reasons for including this provision.
2. We note the following
disclosure: "...the Cash Consideration will be increased by an
Trecia M. Canty, Esq.
FirstName
PBF EnergyLastNameTrecia M. Canty, Esq.
Inc.
Comapany 23,
September NamePBF
2022 Energy Inc.
September
Page 2 23, 2022 Page 2
FirstName LastName
amount equal to the product of $31.14, multiplied by the difference
between the Exchange
Ratio and the Adjusted Exchange Ratio." Please revise the wording to
clarify that the
figure is the product of (i) $31.14 and (ii) "the difference
between... ." Please also
disclose the reason for using $31.14 as a reference point. Please make
such changes
throughout both the 13E-3 and the S-4.
3. Please disclose the reasons behind using, on the one hand, a formula
based on recent
trading prices to calculate the cash consideration payable in exchange
for fractional
shares, and, on the other hand, using a fixed formula keyed off of
$31.14 for the additional
cash consideration payable in the event of the 19.9% Cap Adjustment
Mechanism being
triggered.
4. Please attach a preliminary form of proxy to the proxy statement.
Form S-4
Summary Term Sheet, page 1
5. We note the following disclosure on page 9: "The total amount of funds
necessary to fund
the Cash Consideration portion of the Merger Consideration is
anticipated to be
approximately $303.3 million." With a view toward revised disclosure,
please explain
how this estimate was calculated, in particular given the apparent
potential for various
adjustments to the Cash Consideration needing to be made.
6. Please add, to the table of prices on page 10, a column that shows the
total per unit
consideration payable once the $9.25 cash portion of the consideration
is also factored in.
Background of the Merger, page 34
7. We note the following disclosure at the bottom of page 34: "On June
14, 2022, PBF
Energy management met telephonically with representatives of Barclays
and Hunton AK
to discuss the acquisition by PBF Energy of all of the PBFX Public
Common Units
through a merger transaction in exchange for a combination of cash and
shares of PBF
Energy Common Stock, at a to-be-determined fixed exchange ratio."
Please disclose the
reasons for proposing a fixed exchange ratio, and whether any
consideration was given to
proposing a floating exchange ratio. Relatedly, please disclose in
this section of the S-4
any discussions or negotiations between the parties as to the
possibility of using a floating
exchange ratio rather than a fixed exchange ratio.
8. On page 38, revise to ensure that the disclosure follows a clear
chronology.
9. In this section, please disclose the background behind the Adjusted
Exchange Ratio --
how and why it was first proposed, whether there was any negotiation
regarding it, etc.
The disclosure in this section appears to omit mention of the Adjusted
Exchange Ratio
altogether.
Recommendations of the Conflicts Committee and the GP Board and their Reasons
for the
Merger, page 46
Trecia M. Canty, Esq.
PBF Energy Inc.
September 23, 2022
Page 3
10. Please disclose what consideration the Conflicts Committee and the GP
Board gave to the
fact that Intrepid's fairness opinion expressly declined to take into
account "any potential
adjustment to the Exchange Ratio and Cash Consideration under the Merger
Agreement."
Opinion of the Financial Advisor to the Conflicts Committee, page 54
11. We note your disclosure that, as requested by the Conflicts Committee,
Intrepid Partners,
LLC was provided a sensitivity case (the Sensitivity Case )
prepared by management of
the general partner and PBF Energy based on regional refining margin
inputs provided by
Intrepid on behalf of the Conflicts Committee, which reflects an
alternative forecast that is
more conservative than the PBF Energy Base Case. As the Sensitivity Case
projections
appear to have been used by Intrepid in preparation of the discounted
cash flow analysis,
please revise to disclose such projections. Refer to Item 1015(b)(6) of
Regulation M-A,
as contemplated by Part I, Item 4(b) of Form S-4 and Item 14(b)(6) of
Schedule 14A.
12. Relatedly, we also note references in this section and elsewhere to
projections prepared by
PBFX. Please disclose such projections, along with any other projections
that have not
already been disclosed.
Fees and Expenses, page 67
13. Please fill in the fee table.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct questions to Liz Packebusch, Staff Attorney, at
202-551-8749 or Kevin
Dougherty, Staff Attorney, at 202-551-3271, in the Office of Energy &
Transportation, or David
Plattner, Special Counsel, at 202-551-8094, in the Office of Mergers and
Acquisitions.
Sincerely,
FirstName LastNameTrecia M. Canty, Esq.
Division of
Corporation Finance
Comapany NamePBF Energy Inc.
Office of Mergers
and Acquisitions
September 23, 2022 Page 3
cc: Philip Haines, Esq.
FirstName LastName