Filed by PBF Logistics LP

Commission File No. 001-36446

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: PBF Logistics LP

Commission File No. 001-36446

Date: July 28, 2022

This filing relates to the proposed acquisition by PBF Energy Inc. (“PBF Energy”) of all of the publicly held common units representing limited partners interests of PBF Logistics LP (“PBF Logistics”) not already owned by PBF Energy Inc. and its subsidiaries pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 27, 2022, by and among PBF Energy, PBF Energy Company LLC, PBFX Holdings Inc., Riverlands Merger Sub LLC, PBF Logistics and PBF Logistics GP LLC.

Transcript

The following is a transcript of the Second-Quarter 2022 earnings conference call of PBF Logistics that was held on July 28, 2022 at 11:00 a.m. ET and made available on PBF Logistics’ website at http://www.pbflogistics.com. While every effort has been made to provide an accurate transcription, there may be typographical mistakes, inaudible statements, errors, omissions or inaccuracies in the transcript. PBF Logistics believes that none of these are material.

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Operator

Good day, everyone, and welcome to the PBF Logistics’ Second Quarter 2022 Earnings Conference Call and Webcast. At this time, all participants have been placed in a listen-only mode, and the floor will be open for your questions following management’s prepared remarks. (Operator Instructions) Please note that this conference is being recorded.

It is now my pleasure to turn the floor over to Colin Murray of Investor Relations. Sir, you may begin.

Colin Murray, Vice President – Investor Relations, PBF Logistics LP

Thank you, Doug. Good morning, and welcome to today’s call. With me today are Matthew Lucey and Erik Young, and several other members of the Partnership’s senior management team.

If you’d like a copy of our earnings release or 10-Q filing, they are available on our website.

Before we begin, I’d like to direct your attention to the forward-looking statements disclaimer contained in today’s press release. In summary, it outlines that statements in the press release and on this conference call that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements, intended to be covered by the Safe Harbor provisions under Federal Securities Laws. There are many factors that could cause actual results to differ from our expectations, including those we’ve described in our filings with the SEC.

As noted in our press release, we’ll be using certain non-GAAP measures while describing the Partnership’s results. For reconciliations of non-GAAP measures to the appropriate GAAP figure, please refer to the supplemental tables provided in today’s press release.

I’ll now turn the call over to Matt Lucey.

Matthew Lucey, Executive Vice President, PBF Logistics LP

Thanks, Colin. Good morning, everyone, and thank you for joining us on today’s call. PBF Logistics operated well in the second quarter and for the first half of 2022. Our consistent financial performance continues to be driven by the reliability of our assets and our safety-oriented workforce. We are on pace to meet or exceed the Partnership’s full-year 2022 revenue guidance of approximately $320 million to $340 million. Revenues in this range are expected to generate EBITDA of approximately $200 million to $210 million.

The Partnership’s consistent revenues and cash generations provide strong distribution coverage and ability to continue to reducing our net debt. We will remain focused on our balance sheet.

Today, the Partnership also announced a distribution of $0.30 per unit.

Lastly, today, PBF Energy announced it has entered into an agreement to acquire all of the outstanding common units of PBF Logistics LP. There is a separate press release out this morning, which provides additional details of the transaction. This press release and additional regulatory filings are available on our website and on sec.gov.

With that, I’ll turn it over to Erik.

Erik Young, Senior Vice President & Chief Financial Officer, PBF Logistics LP

Thank you, Matt. We’ve reported second quarter net income attributable to the limited partners of $39.2 million. Adjusted Partnership EBITDA was $58.1 million, which includes roughly $2.9 million of non-cash unit-based compensation and environmental remediation costs associated with the East Coast terminals.

Additionally, net income was $3.5 million higher this quarter due to incremental one-time revenue related to certain East Coast Storage operations. This revenue will not reoccur in future periods.

During the second quarter, we spent approximately $1.7 million in total CapEx, including approximately $1.5 million for maintenance. For the full year 2022, we currently expect the capital expenditures to be roughly $14 million, including $12 million for maintenance and $2 million of regulatory spend.

We ended the quarter with just under $500 million in liquidity after repaying an additional $45 million in debt during the second quarter. Our liquidity consists of a cash balance of $31 million and approximately $467 million of availability under our revolver. Net debt-to-annualized adjusted EBITDA was 2.3 times.

Operator, we’ve concluded our opening remarks, and now we’ll open the call for questions.

Operator

At this time, there are no questions. I will turn the call back to Matt Lucey for closing remarks.

Matthew Lucey, Executive Vice President, PBF Logistics LP

I appreciate everyone’s time and attention today, and look forward to talking to you in the future. Thanks so much.

Operator

Ladies and gentlemen, this does conclude today’s teleconference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.

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No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed transaction between PBF Energy and PBF Logistics, PBF Energy will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a prospectus of PBF Energy and a proxy statement of PBF Logistics. Each of PBF Energy and PBF Logistics may also file other documents with the SEC regarding the proposed transaction. PBF Logistics will mail the proxy statement/prospectus to its unitholders. This document is not a substitute for any prospectus, proxy statement or any other document which PBF Energy or PBF Logistics may file with the SEC in connection with the proposed transaction. Investors and equityholders in PBF Energy and PBF Logistics are advised to carefully read the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available, as well as other documents filed with the SEC, because they will contain important information about the transaction, the parties to the transaction and the risks associated with the transaction. You may obtain copies of all documents filed with the SEC regarding this transaction (when they become available), free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from PBF Energy’s website (www.pbfenergy.com) under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain these documents, free of charge, from PBF Logistics’ website (www.pbflogistics.com) under the tab “Financial Information” and then under the heading “SEC Filings.”

Participants in the Solicitation

PBF Energy, PBF Logistics and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from PBF Logistics unitholders in favor of the proposed transaction and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of PBF Logistics unitholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about PBF Energy’s executive officers and directors in its definitive proxy statement filed with the SEC on April 13, 2022. You can find information about PBF Logistics’ executive officers and directors in its annual report on Form 10-K filed with the SEC on February 17, 2022. Additional information about PBF Energy’s executive officers and directors and PBF Logistics’ executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 and other relevant materials to be filed with the SEC when they become available.

Forward-looking Statements

This communication contains forward-looking statements (as that term is defined under the federal securities laws) made by PBF Logistics 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, which include but are not limited to risks related to the merger with PBF Energy, including the risk that the transaction is not consummated during the expected timeframe, or at all, the risks relating to the securities markets generally, the impact of adverse market conditions impacting PBF Logistics’ logistics and other assets, the possibility that PBF Logistics may not consummate any potential future acquisitions, PBF Logistics’ plans for financing any potential future acquisitions, the duration and severity of the COVID-19 pandemic, and other risks inherent in PBF Logistics’ business. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see PBF Logistics’ filings with the Securities and Exchange Commission including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Forward-looking statements reflect information, facts and circumstances only as of the date they are made. PBF Logistics assumes no responsibility or obligation to update forward-looking statements except as may be required by law.