8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  May 16, 2013

PBF ENERGY INC.

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35764	45-3763855
Delaware	333-186007	27-2198168
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01   Regulation FD Disclosure.

On May 16, 2013, senior management of PBF Energy Inc. and PBF Holding Company LLC (collectively, the “Company”) will present to certain investors at the Morgan Stanley Refining Corporate Access Day in New York City.

The Company's presentation materials, available on the Investor Relations section of the PBF Energy website at www.pbfenergy.com, is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Forward-Looking Statements

Statements contained in the exhibit to this report reflecting the Company’s or its management’s expectations or predictions relating to future plans, results, performance, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the Company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements.  Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the Company’s filings with the U.S. Securities and Exchange Commission.  All forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                      Description
 

99.1                      Presentation materials dated May 16, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 16, 2013

PBF Energy Inc. (Registrant)
By:	/s/ Jeffrey Dill
Name:	Jeffrey Dill
Title:	Senior Vice President, General Counsel

Dated: May 16, 2013

PBF Holding Company LLC (Registrant)
By:	/s/ Jeffrey Dill
Name:	Jeffrey Dill
Title:	Senior Vice President, General Counsel

EXHIBIT INDEX

Exhibit No.                      Description
 

99.1                      Presentation materials dated May 16, 2013

EX-99.1

Exhibit 99.1

PBF Energy Inc.Morgan Stanley Refining Corporate Access DayMay 16, 2013

This presentation contains forward-looking statements made by PBF Energy Inc. (the “Company” or “PBF”) and its management. Such statements are based on current expectations, forecasts and projections, including, but not limited to, anticipated financial and operating results, plans, objectives, expectations and intentions that are not historical in nature. Forward-looking statements should not be read as a guarantee of future performance or results, and may not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking statements are based on information available at the time, and are subject to various risks and uncertainties that could cause the Company’s actual performance or results to differ materially from those expressed in such statements. Factors that could impact such differences include, but are not limited to, changes in general economic conditions; volatility of crude oil and other feedstock prices; fluctuations in the prices of refined products; actions taken or non-performance by third parties, including suppliers, contractors, operators, transporters and customers; adequacy, availability and cost of capital; work stoppages or other labor interruptions; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; inability to complete capital expenditures, or construction projects that exceed anticipated or budgeted amounts; inability to successfully integrate acquired refineries or other acquired businesses or operations; effects of existing and future laws and governmental regulations, including environmental, health and safety regulations; effects of litigation; and, various other factors.Forward-looking statements reflect information, facts and circumstances only as of the date they are made. The Company assumes no responsibility or obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information after such date.

PBF owns three oil refineries located in Ohio, Delaware and New JerseyAggregate throughput capacity of approximately 540,000 barrels per dayWeighted average Nelson Complexity of 11.3Fifth largest U.S. independent refiner East Coast rail infrastructure provides the entire system access to WTI-based, cost-advantaged crude supply  Summary Company Profile (Gp:) Cushing (Gp:) Toledo (Gp:) Paulsboro (Gp:) Delaware City   (1) Represents weighted average Nelson Complexity for PBF’s three refineries

Our History: Key Events and Milestones  March 2011Completed acquisition of Toledo Refinery  December 2010Completed acquisition of Paulsboro Refinery  October 2011Delaware City Refinery operational  June 2010Completed acquisition of Delaware City Refinery      2008O’Malley and team form PBF Energy  2008  2009  2010  2011  2012  2013  September 2012Completed first two phases of East Coast rail infrastructure  Q1 2013Completed rail project at Delaware City  Company Formation  Acquisitions & Improvement  Growth & Optimization  December 2012Successful IPO at $26/share

High quality refining assets with weighted-average Nelson Complexity of 11.3Exposure to Mid-Continent and East Coast economicsTwo most complex refineries on East Coast with 100% of operating coking capacityScalable opportunity with management track record of growth by acquisitionHypothetical 150,000 bpd refinery acquisition increases the size of the company  by >25%  PBF’s Industry Position  Total Throughput Capacity  (Kbpd)  Average Complexity:  12.4   11.0   11.7   10.2   11.3   12.1   11.5  9.5  9.5  8.5  11.5   Source: Company filings and presentations, 2012 Oil & Gas Journal Annual Refining Survey and PBF estimatesNote: (1) Pro forma for TSO’s pending acquisition of BP’s Carson Refinery (Nelson Complexity Index of 12.1, and Total Throughput Capacity of 253 Kbpd)  (1)  1,644  917

U.S. Refining Industry Strengths InexpensiveNatural Gas Growth in supply driving decline in U.S. natural gas pricingU.S. natural gas currently priced more than 60% below Europe~$0.10 / bbl benefit to domestic refiners for every $1 / MMBtu difference in natural gas price North American CrudeOil Production Secular growth in North American crude oil productionFavorable price dislocations between North American crude and rest of world  ComplexRefineries  U.S. average refinery Nelson Complexity of 10.9 versus Western European average refinery Nelson Complexity of 7.8  ProductExports  Cost and technological advantages have spurred export opportunitiesEast Coast to Europe, West Africa, and Latin America  Why will the U.S. refining industry prosper for the next 5 years?

 PermianBasin  EagleFord  OilSands  Bakken  Utica  Marcellus  Source: EIA Data, company announcements

North American Crude Production Other Placeholder: North American crude production is estimated to grow approximately 53% in the next twenty years.U.S. light, sweet production increasePushes barrels South (via water, pipeline and rail), East and West (primarily by rail)Ultimately displaces USGC importsWestern Canadian heavy, sour production increaseBitumen by rail advantaged versus pipeline transportation of diluted crudes

 Increasing Access to Cost-advantaged North American Crudes is the Key. Delaware City Rail Facility

 PBF’s East Coast Rail Infrastructure.  PBF’s double-loop track at Delaware City allows PBF to save $3/bblversus using 3rd party facilities

 Unit Trains Arriving at Double-Loop Track  The dual-loop track light crude unloading facility is capable of discharging a unit train in approximately 14 hours  Discharge capacity is expected to reach 100,000 bpd by the end of 2013

PBF Crude-by-rail Cost Advantage  PBF is the only heavy, sour refiner on the East Coast PBF’s ability to process heavy,  sour crudes can provide a competitive advantagePBF currently operates a 40,000 bpd heavy crude unloading facility and has announced plans to expand capacity to 80,000 bpd

Crude-by-Rail Pipeline  Planned PBF Leased Railcar Delivery Schedule  Note: Based on current third party railcar manufacturer delivery schedules (subject to change)  Longer-term focus on logisticsRail services agreements with Norfolk Southern and BNSFIncreased ability to load unit trainsTransloading agreement with Savage in Trenton, NDAdvantageous commercial arrangements with crude producersSupply agreement with Continental Resources for BakkenEnsuring deliveryAgreement with Trinity for delivery of rail cars

System-wide Operational Efficiency and Effectiveness  PBF is focused on a series of low-cost, high-return projects to boost the earnings power of our refineriesMid-continentEnhanced production distribution facilitiesIncreased flexibility for crude oil storageIncreased production of high-value chemicalsEast CoastHigh-value nonene productionIncreased production of ULSD/ULSHO

Capitalization Table No near-term debt maturities $675.5 million 8.25% Senior Secured Notes due 2020 Net Debt/Total Cap < 15% as of March 31, 2013 PBF Financial Snapshot – March 31, 2013 ($MM, Unless  Otherwise Noted) Capitalization Table Actual Cash and Cash Equivalents $404.1 Debt   Long-Term Debt (including current portion) 727.5 Total Debt 727.5 Net Debt 323.4 Total Equity 1,761.4 Total Capitalization 2,488.9  Liquidity Sufficient liquidity and supply / offtake agreements provide financial flexibility $1.575 billion Asset-Backed Facility (with accordion up to $1.8 billion)

Dividend PolicyIntend to pay $0.30 / share quarterly dividendDividend policy aligns with sustainable cash flow generation potential Title: Financial Strategy and Track Record  Maintain capital discipline and conservative capital structure  Continue to focus on accretive acquisitions and high return internal projects  Dividend Yield(1)  (%)  Source: Company filings and presentations, Capital IQNote: (1) Using regular dividends and closing price  on 5/14/2013

Ethanol RINs – The Cost of Compliance Other Placeholder: RINs obligations are incurred through domestics sales of gasoline and dieselPBF Energy currently blends part of its gasoline production which fulfills a significant portion of its ethanol RINs obligationPBF expects its blending capability to increase to over 50% of its total ethanol RINs obligation for the second half of 2013RINs are an annual obligation.  PBF acquires ethanol RINs throughout the year and expects to cover its obligation for the first half of the year by the end of June 2013PBF believes that, ultimately, it is the American consumer that will incur the higher cost of the ethanol RINs through increased prices at the pump

Crude Market – Differentials Matter PBF  expects increased supplies of Canadian-heavy crude will continue to support wide differentials to BrentPBF’s East Coast margins are negatively impacted by a narrow Brent – ASCI spread  Source: Platts  $/BBL

PBF MLP? PBF has the assets for a logistics-focused Master Limited Partnership (MLP)Possible MLP assets include but are not limited to:Rail terminals and railcarsRefinery truck terminalsPipeline assetsTank storage facilities