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ACQUISITIONS | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS | ACQUISITIONS 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 $1.0 billion in aggregate principal amount of 6.0% senior unsecured notes due 2028 (the “2028 Senior Notes”), and borrowings under PBF Holding’s asset-based revolving credit facility (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 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 |  |
_________________________ (a) The Martinez Acquisition included 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. Subsequent changes in the fair value of the Martinez Contingent Consideration are recorded in the Consolidated Statements of Operations. 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 |
________________________ (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 Sheets. The Company’s Consolidated Financial Statements for the year ended December 31, 2021 include the results of operations of the Martinez refinery and related logistics assets subsequent to the Martinez Acquisition whereas the same period in 2020 includes the results of operations of such assets from the date of the Martinez Acquisition on February 1, 2020 to December 31, 2020. 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
(Unaudited, in millions)
PBF Energy |  |  |
Pro-forma revenues |  |  | $ | 15,479.7 |
Pro-forma net loss attributable to PBF Energy Inc. stockholders |  |  | (1,423.4) |
Pro forma net income (loss) available to PBF Energy Class A common stock per share: |  |  |
Basic: |  |  | $ | (11.90) |
Diluted: |  |  | $ | (11.90) |
PBF LLC |  |  |
Pro-forma revenues |  |  | $ | 15,479.7 |
Pro-forma net loss attributable to PBF LLC |  |  | (1,827.8) |
Acquisition ExpensesThere were no acquisition costs for the year ended December 31, 2021. 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 and $11.6 million in the years ended December 31, 2020 and 2019, respectively. These costs are included in the Consolidated Statements of Operations in General and administrative expenses.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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