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): April 30, 2014

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 April 30, 2014, PBF Energy Inc.'s indirect wholly-owned subsidiary and PBF Holding Company LLC's direct wholly-owned subsidiary, PBF Logistics LP (the “Partnership”), issued a press release announcing that the Partnership has commenced an initial public offering of common units representing limited partner interests pursuant to a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Registration Statement is publicly available on the SEC’s website at www.sec.gov.

The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated April 30, 2014

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:	April 30, 2014
		PBF Energy Inc.
		(Registrant)
		By:	/s/ Jeffrey Dill
		Name:	Jeffrey Dill
		Title:	Senior Vice President, General Counsel

Dated:	April 30, 2014
		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	Press release dated April 30, 2014

EX-99.1

PBF Logistics LP Launches Initial Public Offering

PARSIPPANY, NJ – April 30, 2014 – PBF Logistics LP (“PBF Logistics”), a master limited partnership formed by subsidiaries of PBF Energy Inc. (NYSE: PBF, “PBF Energy”), today announced that it has commenced an initial public offering of 13,750,000 common units representing limited partner interests pursuant to a Registration Statement on Form S-1 previously filed with the U.S. Securities and Exchange Commission (“SEC”). The underwriters of the offering will be granted a 30-day option to purchase up to an additional 2,062,500 common units from PBF Logistics at the initial public offering price. The common units have been approved for listing on the New York Stock Exchange and will be traded under the symbol "PBFX," subject to official notice of issuance.

PBF Logistics is a fee-based, growth-oriented master limited partnership formed by subsidiaries of PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. The common units being offered represent a 43.3 percent limited partner interest in PBF Logistics, or a 49.8 percent interest if the underwriters exercise in full their option to purchase additional common units. PBF Energy, through certain of its subsidiaries, will own the remaining limited partner interests in PBF Logistics and 100 percent of the general partner interest and incentive distribution rights.

Barclays and UBS Investment Bank will serve as joint bookrunners and structuring agents of the proposed offering. Citigroup, Credit Suisse, Deutsche Bank Securities, Morgan Stanley and Wells Fargo Securities will also serve as joint bookrunners of the proposed offering.

A registration statement on Form S-1 relating to these units has been filed with the SEC but has not yet become effective and the units to be registered may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the registration statement can also be accessed through the SEC’s website at http://www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This offering of common units will be made only by means of a prospectus. When available, copies of the preliminary prospectus related to the offering may be obtained from:

Barclays

Attention: Prospectus Department

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Toll-free number: (888) 603-5847

Email: Barclaysprospectus@broadridge.com

UBS Investment Bank

Attention: Prospectus Department

299 Park Avenue

New York, NY 10171

Toll-free number: (888) 827-7275

Citigroup

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Toll-free number: (800) 831-9146

Email: batprospectusdept@citi.com

Credit Suisse

c/o Prospectus Department

One Madison Avenue, Level B1

New York, NY 10010

Toll-free number: (800) 221-1037

Email: Newyork.prospectus@credit-suisse.com

Deutsche Bank Securities

Attention: Prospectus Group

60 Wall Street

New York, NY 10005-2836

Toll-free number: (800) 503-4611

Email: prospectus.CPDG@db.com

Morgan Stanley

Attention: Prospectus Dept.

180 Varick Street, 2nd floor

New York, NY, 10014

Wells Fargo Securities

Attention: Equity Syndicate Dept.

375 Park Ave.

New York, NY 10152

Toll-free number: (800) 326-5897

Email: cmclientsupport@wellsfargo.com

PBF Logistics LP

PBF Logistics LP, headquartered in Parsippany, New Jersey, is a fee-based, growth-oriented master limited partnership formed by PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products, terminals, pipelines, storage facilities and similar logistics assets.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements (as that term is defined under the federal securities laws) made by the company 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, including the risk that an initial public offering of PBF Logistics may not occur, risks relating to the securities markets generally, the impact of adverse market conditions impacting PBF Energy’s and/or PBF Logistics’ logistics and other assets and other risks inherent in PBF Energy’s and PBF Logistics’ business. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see PBF Energy’s annual reports on Form 10-K and quarterly reports on Form 10-Q and the registration statement on Form S-1 filed by PBF Logistics with the Securities and Exchange Commission. Forward-looking statements reflect information, facts and

circumstances only as of the date they are made. Neither PBF Energy nor PBF Logistics assumes any 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.

###

Contacts:                        

Colin Murray (investors)                                 

ir@pbflogistics.com

Tel: 973.455.7578                                 

Michael C. Karlovich (media)

mediarelations@pbflogistics.com

Tel: 973.455.8994