0001140361-19-020474.txt : 20191113 0001140361-19-020474.hdr.sgml : 20191113 20191113171751 ACCESSION NUMBER: 0001140361-19-020474 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20191113 DATE AS OF CHANGE: 20191113 GROUP MEMBERS: CARLOS SLIM DOMIT GROUP MEMBERS: CARSO ENERGY CORP. GROUP MEMBERS: INVERSORA CARSO, S.A. DE C.V. GROUP MEMBERS: JOHANNA MONIQUE SLIM DOMIT GROUP MEMBERS: MARCO ANTONIO SLIM DOMIT GROUP MEMBERS: MARIA SOUMAYA SLIM DOMIT GROUP MEMBERS: PATRICK SLIM DOMIT GROUP MEMBERS: VANESSA PAOLA SLIM DOMIT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PBF Energy Inc. CENTRAL INDEX KEY: 0001534504 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87137 FILM NUMBER: 191215198 BUSINESS ADDRESS: STREET 1: 1 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-455-7500 MAIL ADDRESS: STREET 1: 1 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELU CARLOS SLIM CENTRAL INDEX KEY: 0001080910 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: PASEO DE LAS PALMAS 736 CITY: MEXICO CITY STATE: O5 ZIP: 11000 SC 13G/A 1 formsc13ga.htm SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)*

PBF Energy Inc. (the “Issuer”)
(Name of Issuer)
 
Class A Common Stock, $0.001 par value per share (the “Class A Common Shares”)
(Title of Class of Securities)
 
69318G106
(CUSIP Number)
 
November 8, 2019
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 69318G106
 
Page 2 of 16
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Carlos Slim Helú
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
(b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
IN

CUSIP No. 69318G106
 
Page 3 of 16
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Carlos Slim Domit
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
(b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
IN

CUSIP No. 69318G106
 
Page 4 of 16
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Marco Antonio Slim Domit
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
(b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
IN

CUSIP No. 69318G106
 
Page 5 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Patrick Slim Domit
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) □
 (b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
IN

CUSIP No. 69318G106
 
Page 6 of 16
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
María Soumaya Slim Domit
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) □
 (b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
IN

CUSIP No. 69318G106
 
Page 7 of 16
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Vanessa Paola Slim Domit
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
(b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
IN

CUSIP No. 69318G106
 
Page 8 of 16
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Johanna Monique Slim Domit
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
 (b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
IN

CUSIP No. 69318G106
 
Page 9 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
(b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
México
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
HC

CUSIP No. 69318G106
 
Page 10 of 16
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Carso Energy Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
(b) □
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
5
SOLE VOTING POWER
- 0 -
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
17,561,371 Class A Common Shares (See Item 4(c))
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
- 0 -
PERSON WITH
8
SHARED DISPOSITIVE POWER
17,561,371 Class A Common Shares (See Item 4(c))
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,561,371 Class A Common Shares (See Item 4(a))
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% of the total Class A Common Shares outstanding (See Item 4(b))
12
TYPE OF REPORTING PERSON*
C

CUSIP No. 69318G106
 
Page 11 of 16
 Item 1.
  
(a)
Name of Issuer:

PBF Energy Inc. (the “Issuer”)
 
(b)
Address of Issuer’s Principal Executive Offices:

One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Item 2.
  
(a)
Name of Persons Filing:

This statement is filed pursuant to Rule 13d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the “Act”), by the persons listed below (the “Reporting Persons”).

(1)
 
Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”). The members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inversora Carso, S.A. de C.V, formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”).
 
(2)
 
Inversora Carso, a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), is a holding company with portfolio investments in various companies. Inversora Carso owns all of the outstanding voting securities of Control Empresarial de Capitales S.A. de C.V.
 
(3)
 
Carso Energy Corp., a corporation organized under the laws of Delaware, is a holding company with portfolio investments in various companies in the oil and gas and electricity industries. Carso Energy Corp. is a wholly-owned subsidiary of Carso Electric, S.A. de C.V, a wholly-owned subsidiary of Carso Energy, S.A. de C.V., a subsidiary of Grupo Carso, S.A.B. de C.V. (“Grupo Carso”).  The members of the Slim Family are beneficiaries of a Mexican trust which controls Grupo Carso.
(b)
Address of Principal Business Office:

(i) The principal business address for each member of the Slim Family is:

Paseo de las Palmas 736
Colonia Lomas de Chapultepec
11000 Ciudad de México, México
 
(ii) Inversora Carso’s principal business address is:

Paseo de las Palmas 781
Piso 3, Lomas de Chapultepec, Sección III
Miguel Hidalgo, Ciudad de México, México, 11000
 
(ii) Carso Energy Corp.’s principal business address is:

900 Avenue S
Grand Prairie, TX 75050

CUSIP No. 69318G106
 
Page 12 of 16
 (c)
Citizenship:

Each member of the Slim Family is a Mexican citizen. Inversora Carso is a Mexican corporation. Carso Energy Corp. is a Delaware corporation.
(d)
Title of Class of Securities:

Class A Common Stock, $0.001 par value per share (the “Class A Common Shares”)
(e)
CUSIP Number:

69318G106
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
 
 
(a)
  
Broker or dealer registered under Section 15 of the Act;
     
(b)
  
Bank as defined in Section 3(a)(6) of the Act;
     
(c)
  
Insurance company as defined in Section 3(a)(19) of the Act;
     
(d)
  
Investment company registered under Section 8 of the Investment Company Act;
     
(e)
  
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f)
  
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
   
 
(g)
  
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
   
 
(h)
  
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
  
 Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j)
  
Group, in accordance with Rule 13d-1(b)(1)(ii)(J); or
     
(k)
  
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____

CUSIP No. 69318G106
 
Page 13 of 16
Item 4.
Ownership.
   
(a)
Amount Beneficially Owned:

As of the date of this filing, (i) Inversora Carso, directly or indirectly, owns 17,561,371 Class A Common Shares, (ii) the Slim Family, which are beneficiaries of a Mexican trust that in turn owns all of the issued and outstanding voting equity securities of Inversora Carso, may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned, directly or indirectly, by Inversora Carso and Carso Energy Group, and (iii) Carso Energy Corp. may be deemed to be part of a group with Inversora Carso and the Slim Family pursuant to Rule 13d-5(b) and therefore may be deemed to beneficially own, directly or indirectly, the Class A Common Shares owned by Inversora Carso and the Slim Family.

(b)
Percent of Class:
 
The Class A Common Shares beneficially owned by the Slim Family constitute approximately 14.7% of the 119,843,868 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (“SEC”) on October 31, 2019.

The Class A Common Shares beneficially owned by Inversora Carso constitute approximately 14.7% of the 119,843,868 issued and
outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the SEC on October 31, 2019.

The Class A Common Shares beneficially owned by Carso Energy Corp. constitute approximately 14.7% of the 119,843,868 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the SEC on October 31, 2019.
(c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: -0-
 
(ii)
Shared power to vote or to direct the vote:

As to the Slim Family: 17,561,371 Class A Common Shares
As to Inversora Carso: 17,561,371 Class A Common Shares
As to Carso Energy Corp.: 17,561,371 Class A Common Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of: -0-
 
(iv)
Shared power to dispose or direct the disposition of:

As to the Slim Family: 17,561,371 Class A Common Shares
As to Inversora Carso: 17,561,371 Class A Common Shares
As to Carso Energy Corp.: 17,561,371 Class A Common Shares
     
Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

CUSIP No. 69318G106
 
Page 14 of 16
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Class A Common Shares reported as beneficially owned by Inversora Carso include Class A Common Shares owned by its subsidiary Control Empresarial de Capitales S.A. de C.V.
   
Item 8.
Identification and Classification of Members of the Group.

The identity of each member of the group filing this schedule is as follows: Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inversora Carso, S.A. de C.V. and Carso Energy Corp.
   
Item 9.
Notice of Dissolution of Group.

Not applicable.
   
Item 10.
Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

The Powers of Attorney for the members of the Slim Family and Inversora Carso, which are filed as exhibits to the Form 4 filed by the Slim Family and Inversora Carso with the SEC on February 12, 2018 in connection with their sale of Class A Common Shares, par value $0.10 per share of The New York Times Company, are hereby incorporated herein by reference. The Power of Attorney for Carso Energy Corp. is filed as Exhibit 99-1 to this Schedule 13G and the Joint Filing Agreement among the Slim Family, Inversora Carso and Carso Energy Corp. is filed as Exhibit 99-2 to this Schedule 13G.

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Carlos Slim Helú
    
       
 
Carlos Slim Domit
  
By: 
/s/ Marco Antonio Slim Domit
     


Marco Antonio Slim Domit
 
Marco Antonio Slim Domit
  


Attorney-in-Fact
     


November 13, 2019
 
Patrick Slim Domit
    
       
 
María Soumaya Slim Domit
    
       
 
Vanessa Paola Slim Domit
    
       
 
Johanna Monique Slim Domit
    

 
INVERSORA CARSO, S.A. DE C.V.
  
     
 
By: Armando Ibáñez Vasquez
Title: Attorney-in-Fact
  
     
 
CARSO ENERGY CORP.
  
     
     
 
By: Luis Fernando Meillon Del Pando
  
 
Title:  Attorney-in-Fact
  

CUSIP No. 69318G106
 
Page 16 of 16
Exhibit Index

Exhibit 99.1 Power of Attorney, dated as of November 12, 2019, for Carso Energy Corp.

Exhibit 99.2 Joint Filing Agreement, dated as of November 12, 2019, by and between the Slim Family, Inversora Carso and Carso Energy Corp.


 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
POWER OF ATTORNEY
 
The undersigned, an authorized officer of Carso Energy Corp. (the “Company”), hereby constitutes and appoints Javier Foncerrada and Marco Antonio Slim Domit, and each of them singly, as the Company’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for the Company and in the Company’s name, place and stead and on the Company’s behalf, in any and all capacities, to sign any Form 3, 4, or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a “Filing”), relating to the Company’s beneficial ownership (direct or indirect) of any securities it may be deemed to beneficially own, and to file on the Company’s behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as the Company might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof, and this power of attorney shall remain in effect until December 31, 2021.
 
November 12, 2019
 
 
CARSO ENERGY CORP.
   
 
/s/ Luis Fernando Meillon Del Pando
 
By:  Luis Fernando Meillon Del Pando
 
Title:  Attorney-in-Fact


EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of November 2019, by and among Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inversora Carso, S.A. de C.V and Carso Energy Corp.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D or 13G or Form 3, 4 or 5 relating to their ownership (direct or otherwise) of any securities of PBF Energy Inc., a corporation organized under the laws of Delaware, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended.  Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
 
       
 
Carlos Slim Helú
    
       
 
Carlos Slim Domit
  
By: /s/ Marco Antonio Slim Domit
     

Marco Antonio Slim Domit
 
Marco Antonio Slim Domit
  

Attorney-in-Fact
     

November 12, 2019
 
Patrick Slim Domit
    
       
 
María Soumaya Slim Domit
    
       
 
Vanessa Paola Slim Domit
    
       
 
Johanna Monique Slim Domit
    
       
 
INVERSORA CARSO, S.A. DE C.V.
    
       
 
By:  Armando Ibáñez Vázquez
    
 
Title:  Attorney-in-Fact
    
       
 
CARSO ENERGY CORP.
    
       
 
By:  Luis Fernando Meillon Del Prado
    
 
Title:  Attorney-in-Fact