ACQUISITIONS

12 Months Ended

Dec. 31, 2020

Martinez Acquisition

On February 1, 2020, the Company acquired from Equilon Enterprises LLC d/b/a Shell Oil Products US (the "Seller"), the Martinez refinery and related logistics assets (collectively, the "Martinez Acquisition"), pursuant to a sale and purchase agreement dated June 11, 2019 (the “Sale and Purchase Agreement”). The Martinez refinery, located in Martinez, California, is a high-conversion, dual-coking facility that is strategically positioned in Northern California and provides for operating and commercial synergies with the Torrance refinery located in Southern California.

In addition to refining assets, the Martinez Acquisition includes a number of onsite logistics assets, including a deep-water marine facility, product distribution terminals and refinery crude and product storage facilities.

The aggregate purchase price for the Martinez Acquisition was $1,253.4 million, including final working capital of $216.1 million and the Martinez Contingent Consideration, as defined below. The transaction was financed through a combination of cash on hand, including proceeds from the 2028 Senior Notes (as defined in “Note 10 - Credit Facilities and Debt”), and borrowings under PBF Holding’s asset-based revolving credit agreement (the “Revolving Credit Facility”).

The Company accounted for the Martinez Acquisition as a business combination under GAAP whereby it recognizes assets acquired and liabilities assumed in an acquisition at their estimated fair values as of the date of acquisition. The final purchase price and fair value allocation were completed as of September 30, 2020.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:


(in millions)	Purchase Price
Gross purchase price	$	960.0
Working capital, including post close adjustments	216.1
Contingent consideration (a)	77.3
Total consideration	$	1,253.4

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(a) The Martinez Acquisition includes an obligation for the Company to make post-closing earn-out payments to the Seller based on certain earnings thresholds of the Martinez refinery (as set forth in the Sale and Purchase Agreement), for a period of up to four years following the acquisition closing date (the “Martinez Contingent Consideration”). The Company recorded the Martinez Contingent Consideration based on its estimated fair value of $77.3 million at the acquisition date, which was recorded within “Other long-term liabilities” within the Consolidated Balance Sheets.

The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date:


(in millions)	Fair Value Allocation
Inventories	$	224.1
Prepaid and other current assets	5.4
Property, plant and equipment	987.9
Operating lease right of use assets (a)	7.8
Financing lease right of use assets (a)	63.5
Deferred charges and other assets, net	63.7
Accrued expenses	(1.4)
Current operating lease liabilities	(1.9)
Current financing lease liabilities (b)	(6.0)
Long-term operating lease liabilities	(5.9)
Long-term financing lease liabilities	(57.5)
Other long-term liabilities - environmental obligation	(26.3)
Fair value of net assets acquired	$	1,253.4

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(a) Operating and Financing lease right of use assets are recorded in Lease right of use assets within the Consolidated Balance Sheets.

(b) Current financing lease liabilities are recorded in Accrued expenses within the Consolidated Balance Sheet.

The Company’s Consolidated Financial Statements for the year ended December 31, 2020 include the results of operations of the Martinez refinery and related logistics assets subsequent to the Martinez Acquisition. The same period in 2019 does not include the results of operations of such assets. On an unaudited pro-forma basis, the revenues and net income (loss) of the Company, assuming the acquisition had occurred on January 1, 2019, are shown below. The unaudited pro-forma information does not purport to present what the Company’s actual results would have been had the Martinez Acquisition occurred on January 1, 2019, nor is the financial information indicative of the results of future operations. The unaudited pro-forma financial information includes the depreciation and amortization expense related to the Martinez Acquisition and interest expense associated with the related financing.


	December 31, 2020		December 31, 2019
(Unaudited, in millions)
PBF Energy
Pro-forma revenues	$	15,479.7	$	28,323.1
Pro-forma net income (loss) attributable to PBF Energy Inc. stockholders	(1,423.4)		122.6
Pro forma net income (loss) available to PBF Energy Class A common stock per share:
Basic:	$	(11.90)	$	1.02
Diluted:	$	(11.90)	$	1.01

PBF LLC
Pro-forma revenues	$	15,479.7	$	28,323.1
Pro-forma net income (loss) attributable to PBF LLC	(1,827.8)		165.2

East Coast Storage Assets Acquisition

On October 1, 2018, PBFX closed the East Coast Storage Assets Acquisition, which had been contemplated by a purchase and sale agreement dated as of July 16, 2018 between PBFX and Crown Point. The East Coast Storage Assets consist of a storage facility with multi-use storage capacity, an Aframax-capable marine facility, a rail facility, a truck terminal, equipment, contracts and certain other idled assets located on the Delaware River near Paulsboro, New Jersey. Additionally, the East Coast Storage Assets Acquisition includes an earn-out provision related to an existing commercial agreement with a third-party, based on the future results of certain of the acquired idled assets (the “PBFX Contingent Consideration”), which recommenced operations in October 2019.

The aggregate purchase price for the East Coast Storage Assets Acquisition was $127.0 million, including working capital and the Contingent Consideration, which was comprised of an initial payment at closing of $75.0 million with a remaining balance of $32.0 million that was paid on October 1, 2019. The consideration was financed through a combination of cash on hand and borrowings under the PBFX Revolving Credit Facility. The final purchase price and fair value allocation were completed as of September 30, 2019.

PBFX accounted for the East Coast Storage Assets Acquisition as a business combination in accordance with GAAP whereby PBFX recognizes assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:


(in millions)	Purchase Price
Gross purchase price (a)	$	105.9
Working capital adjustments	—
Contingent consideration (b)	21.1
Total consideration	$	127.0

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(a) Includes $30.9 million net present value payable of $32.0 million due to Crown Point one year after closing. The remaining $32.0 million payment was paid in full on October 1, 2019.

(b) The East Coast Storage Asset Acquisition includes consideration in the form of the PBFX Contingent Consideration over a contractual term of up to three years starting in 2019. PBFX recorded the Contingent Consideration based on its estimated fair value of $21.1 million at the acquisition date. The remaining short-term PBFX Contingent Consideration is included in “Accrued expenses” in the Consolidated Balance Sheets at December 31, 2020.

The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date:


(in millions)	Fair Value Allocation
Accounts receivable	$	0.4
Prepaid and other current assets	0.6
Property, plant and equipment	115.6
Intangible assets (a)	13.3
Accounts payable	(0.9)
Accrued expenses	(1.3)
Other long-term liabilities	(0.7)
Fair value of net assets acquired	$	127.0

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(a) Intangible assets are included in “Deferred charges and other assets” within the Consolidated Balance Sheets.

The Company’s Consolidated Financial Statements for the year ended December 31, 2020 and 2019 include the results of operations of the East Coast Storage Assets for the full year. The Company’s Consolidated Financial Statements for the year ended December 31, 2018 include the results of operations of the East Coast Storage Assets since the date of its acquisition on October 1, 2018, during which period the East Coast Storage Assets contributed third-party revenue of $5.9 million, and net income of $0.8 million. On an unaudited pro forma basis, the revenues and net income of the Company, assuming the acquisition had occurred on January 1, 2017, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the East Coast Storage Assets Acquisition occurred on January 1, 2017, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the East Coast Storage Assets Acquisition and interest expense associated with the related financing.


	Year Ended December 31, 2018
(Unaudited)
PBF Energy
Pro forma revenues	$	27,203.5
Pro forma net income attributable to PBF Energy Inc. stockholders	124.6
Pro forma net income available to Class A common stock per share:
Basic	$	1.08
Diluted	$	1.07
PBF LLC
Pro forma revenues	$	27,203.5
Pro forma net income attributable to PBF LLC	130.2

Acquisition Expenses

The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $12.5 million, $11.6 million and $2.9 million in the years ended December 31, 2020, 2019 and 2018, respectively. These costs are included in the Consolidated Statements of Operations in General and administrative expenses.