STOCKHOLDERS' AND MEMBERS' EQUITY STRUCTURE

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE

STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE

Class A Common Stock

Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.

Class B Common Stock

Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder. Accordingly, the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold.

Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law.

Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of PBF Energy.

Preferred Stock

Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors.

PBF LLC Capital Structure

PBF LLC Series A Units

The allocation of profits and losses and distributions to PBF LLC Series A unit holders is governed by the Limited Liability Company Agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC Series C Units. PBF LLC Series A unit holders do not have voting rights.

PBF LLC Series B Units

The PBF LLC Series B Units are intended to be “profit interests” within the meaning of Revenue Procedures 93-27 and 2001-43 of the Internal Revenue Service and have a stated value of zero at issuance. The PBF LLC Series B Units are held by certain of the Company’s current and former officers, have no voting rights and are designed to increase in value only after the Company’s financial sponsors achieve certain levels of return on their investment in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF LLC Series B Units, if any, will reduce only the amounts otherwise payable to the PBF LLC Series A Units held by the Company’s financial sponsors, and will not reduce or otherwise impact any amounts payable to PBF Energy (the holder of PBF LLC Series C Units), the holders of the Company’s Class A common stock or any other holder of PBF LLC Series A Units. The maximum number of PBF LLC Series B Units authorized to be issued is 1,000,000.

PBF LLC Series C Units

The PBF LLC Series C Units rank on a parity with the PBF LLC Series A Units as to distribution rights, voting rights and rights upon liquidation, winding up or dissolution. PBF LLC Series C Units are held solely by PBF Energy.

Information about the issued classes of PBF LLC units for the years ended December 31, 2015, 2014 and 2013, is as follows:

	Series A Units		Series B Units	Series C Units
Balance—January 1, 2013	72,972,131		1,000,000	23,571,221
Secondary offering transaction	(15,950,000	)	—	15,950,000
Issuances of restricted stock	—		—	60,392
Exercise of warrants and options	263,403		—	—
Exchange of Series A Units for Class A common stock of PBF Energy Inc.	(83,860	)	—	83,860
Balance - December 31, 2013	57,201,674		1,000,000	39,665,473
Secondary offering transaction	(48,000,000	)	—	48,000,000
Issuances of restricted stock	—		—	30,348
Exercise of warrants and options	26,533		—	—
Exchange of Series A Units for Class A common stock of PBF Energy Inc.	(56,694	)	—	56,694
Redemption of C Units in connection with stock repurchase	—		—	(5,765,946	)
Surrender of units for tax withholding	(817	)	—	(5,450	)
Balance - December 31, 2014	9,170,696		1,000,000	81,981,119
Secondary offering transaction	(3,804,653	)	—	3,804,653
Issuances of restricted stock	—		—	247,720
Exercise of warrants and options	149,974		—	12,766
Exchange of Series A Units for Class A common stock of PBF Energy Inc.	(529,178	)	—	529,178
Redemption of C Units in connection with stock repurchase	—		—	(284,771	)
Surrender of units for tax withholding	(1,481	)	—	(8,732	)
October 2015 equity offering	—		—	11,500,000
Balance—December 31, 2015	4,985,358		1,000,000	97,781,933

The warrants and options exercised in the table above include both non-compensatory and compensatory PBF LLC Series A warrants and options.

Treasury Stock

On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200,000 of the Company's Class A common stock (the "Repurchase Program"). On October 29, 2014, the Company's Board of Directors approved an additional $100,000 increase to the existing Repurchase Program. The Repurchase Program expires on September 30, 2016. As of December 31, 2015 the Company has purchased approximately 6.05 million shares of the Company's Class A common stock through open market transactions under the Repurchase Program, for a total of $150,804.

The following table summarizes the Company's Class A common stock repurchase activity under the Repurchase Program:

	Number of shares purchased (1)	Cost of purchased shares
Shares purchased at December 31, 2013	—	$	—
Shares purchased during 2014	5,765,946	142,731
Shares purchased at December 31, 2014	5,765,946	142,731
Shares purchased during 2015	284,771	8,073
Shares purchased at December 31, 2015	6,050,717	$	150,804
—————————————
(1) - The shares purchased include only those shares that have settled as of the period end date.

These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be suspended or discontinued at any time without prior notice.

As of December 31, 2015, the Company had $149,196 remaining in authorized expenditures under the Repurchase Program.

The Company also records Class A common stock surrendered to cover income tax withholdings for certain directors and employees pursuant to the vesting of certain awards under the Company’s equity-based compensation plans as treasury shares.

The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the year ended December 31, 2015:

	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2015	$	1,218,213		$	138,734		$	336,369		$	1,693,316
Comprehensive income	148,406			14,627			34,606			197,639
Dividends and distributions	(106,584		)	(19,386		)	(23,458		)	(149,428		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings	(12,046		)	—			—			(12,046		)
Record allocation of noncontrolling interest upon completion of secondary offerings	39,976			(39,976		)	—			—
Issuance of additional PBFX common units	11,390			—			(11,390		)	—
Stock-based compensation	9,218			—			4,279			13,497
Record noncontrolling interest upon completion of the PBFX Offering	—			—			—			—
Exercise of PBF LLC options and warrants, net	2,797			(2,707		)	—			90
October 2015 Equity Offering	344,000			—			—			344,000
Purchase of treasury stock	(8,073		)	—			—			(8,073		)
Record noncontrolling interest in Chalmette Acquisition	—			16,951			—			16,951
Other	—			—			(89		)	(89		)
Balance at December 31, 2015	$	1,647,297		$	108,243		$	340,317		$	2,095,857