Bond PFB Holding 6.875% ( US69318UAB17 ) in USD

PFB Holding

100 % ▲

United States

US69318UAB17 ( in USD )

6.875% per year ( payment 2 times a year)

14/05/2023 - Bond has expired

Prospectus brochure of the bond PBF Holding US69318UAB17 in USD 6.875%, expired

2 000 USD

524 900 000 USD

69318UAB1

B+ ( Highly speculative )

B2 ( Highly speculative )

PBF Holding Co. is a leading independent refiner and marketer of petroleum products in the United States, operating refineries and related logistics assets in several states.

PBF Holding's US$524,900,000 6.875% bond (ISIN: US69318UAB17, CUSIP: 69318UAB1), issued in the United States, matured on May 14, 2023, at 100% of face value, with a minimum trading size of 2,000 bonds and a semi-annual coupon payment; it was rated B+ by S&P and B2 by Moody's.

Final Prospectus
424B3 1 d940683d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-206728

PROSPECTUS

PBF LOGISTICS LP
PBF LOGISTICS FINANCE CORPORATION
Offer to Exchange (the "exchange offer")
Up To $330,090,000 of
6.875% Senior Notes due 2023
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $330,090,000 of
6.875% Senior Notes due 2023
That Have Been Registered Under
The Securities Act of 1933

Terms of the New 6.875% Senior Notes due 2023 Offered in the Exchange Offer:
The terms of the new notes are substantially identical to the terms of the old notes that were issued on May 12, 2015, except that the new notes will be
registered under the Securities Act of 1933, as amended, and will not contain restrictions on transfer, registration rights or provisions for payments of
additional interest included in the registration rights agreement relating to the old notes.
Terms of the Exchange Offer:
We are offering to exchange up to $330,090,000 of our old notes for new notes with substantially identical terms that have been registered under the Securities
Act and are freely tradable.
We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal amount of new
notes.
The exchange offer expires at 12:00 a.m. midnight, New York City time, on December 2, 2015, unless extended. We do not currently intend to extend the
expiration date.
Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.
The exchange of new notes for old notes will not be a taxable event for U.S. federal income tax purposes.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will
make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

You should carefully consider the Risk Factors beginning on page 15 of this prospectus before participating in the exchange offer.

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Final Prospectus
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 30, 2015
Table of Contents
This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information contained in this
prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with different information. The
prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information
not contained herein. If you receive any other information, you should not rely on it. The information contained in this prospectus is
current only as of its date. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction
where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to
anyone whom it is unlawful to make an offer or solicitation.
TABLE OF CONTENTS

Page
INDUSTRY AND MARKET DATA
iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iv
INCORPORATION BY REFERENCE
vi
WHERE YOU CAN FIND MORE INFORMATION
viii
PROSPECTUS SUMMARY

1
RISK FACTORS
15
USE OF PROCEEDS
23
RATIO OF EARNINGS TO FIXED CHARGES
24
EXCHANGE OFFER
25
DESCRIPTION OF NOTES
33
INFORMATION REGARDING PBF ENERGY COMPANY LLC
85
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
210
CERTAIN ERISA CONSIDERATIONS
211
PLAN OF DISTRIBUTION
213
LEGAL MATTERS
214
EXPERTS
214
INDEX TO FINANCIAL STATEMENTS
F-1
In this prospectus we refer to the notes to be issued in the exchange offer as the "new notes," and we refer to the $330,090,000 aggregate
principal amount of our 6.875% senior notes due 2023 issued on May 12, 2015, as the "old notes." This prospectus does not cover the $19,910,000
aggregate principal amount of 6.875% senior notes due 2023 which were issued and sold concurrently with the old notes to certain of PBF Energy
Inc.'s officers and directors and their affiliates and family members, which we refer to as "the private placement notes." Because these purchasers
may be deemed to be our "affiliates," based on interpretations by the staff of the SEC in no action letters issued to third parties not related to us,
these purchasers are not eligible to participate in the exchange offer with respect to the private placement notes. The private placement notes are
identical to the old notes (but are not expected to trade, and are not fungible, with the old notes) and were sold without registration under the
securities laws. We refer to the new notes, the private placement notes and the old notes collectively as the "notes." In this prospectus, references
to "PBFX" or the "issuer" refer to PBF Logistics LP, a Delaware limited partnership, formed on February 25, 2013. In this prospectus, references
to the "co-issuer" refer to PBF Logistics Finance Corporation, a Delaware corporation, incorporated on April 27, 2015, and a wholly-owned
subsidiary of PBFX. PBF Logistics Finance Corporation has no material assets, and was formed for the purpose of being a co-issuer or guarantor
of certain of our indebtedness. References to the "issuers" refer to the issuer and the co-issuer together.
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Table of Contents
This prospectus incorporates by reference important business and financial information about us from documents filed with the SEC
that have not been included herein or delivered herewith. This information is available without charge at the website that the SEC
maintains at http://www.sec.gov, as well as from other sources. See "Incorporation by Reference". In addition, you may request copies of
the documents incorporated by reference in this prospectus from us, at no cost, by writing or calling our general partner at the following
address or phone number: PBF Logistics GP LLC, One Sylvan Way, Second Floor, Parsippany, New Jersey 07054, Attention: General
Counsel (Telephone (973) 455-7500). In order to receive timely delivery of those materials, you must make your requests no later than five
business days before expiration of the exchange offer.

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INDUSTRY AND MARKET DATA
In this prospectus and in the documents incorporated by reference herein, we refer to information regarding market data and other statistical
information obtained from independent industry publications, government publications or other published independent sources. Some data is also
based on our good faith estimates. Although we believe these third party sources are reliable, we have not independently verified the information
and cannot guarantee its accuracy and completeness. Estimates are inherently uncertain, involve risks and uncertainties and are subject to change
based on various factors, including those described elsewhere in this prospectus and the documents incorporated by reference herein under the
heading "Risk Factors." Moreover, forecasted information is inherently uncertain and we can provide no assurance that forecasted information will
materialize.

iii
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information in and incorporated by reference into this prospectus may constitute "forward-looking statements." You
can identify forward-looking statements because they contain words such as "believes," "expects," "may," "should," "seeks," "approximately,"
"intends," "plans," "estimates," "anticipates" or similar expressions that relate to our strategy, plans or intentions. All statements we make relating
to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations
regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make
forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking
statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that
we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed
assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and,
of course, it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as "cautionary statements," are
disclosed in this prospectus and the other documents incorporated by reference herein. All forward-looking information in this prospectus and the
other documents incorporated by reference herein and subsequent written and oral forward-looking statements attributable to us, or persons acting
on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results
include:

· our limited operating history as a separate public partnership;

· changes in general economic conditions;

· our ability to make, complete and integrate acquisitions from affiliates or third parties;

· our ability to have sufficient cash from operations to enable us to service our indebtedness or pay the minimum quarterly distribution;

· competitive conditions in our industry;

· actions taken by our customers and competitors;

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· the supply of, and demand for, crude oil, refined products and logistics services;

· our ability to successfully implement our business plan;

· our dependence on subsidiaries owned by PBF Energy Inc., or PBF Energy, for all of our revenues and, therefore, we are subject to the

business risks of PBF Energy;

· all of our revenue is generated at two of PBF Energy's facilities, and any adverse development at either facility could have a material

adverse effect on us;

· our ability to complete internal growth projects on time and on budget;

· the price and availability of debt and equity financing;

· operating hazards and other risks incidental to handling crude oil and petroleum products;

· natural disasters, weather-related delays, casualty losses and other matters beyond our control;

· interest rates;

· labor relations;

· changes in the availability and cost of capital;

· the effects of existing and future laws and governmental regulations, including those related to the shipment of crude oil by trains;

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· changes in insurance markets impacting costs and the level and types of coverage available;

· the timing and extent of changes in commodity prices and demand for PBF Energy's refined products and the differential in the prices

of different crude oils;

· the suspension, reduction or termination of PBF Energy's obligations under our commercial agreements;

· disruptions due to equipment interruption or failure at our facilities, PBF Energy's facilities or third-party facilities on which our

business is dependent;

· incremental costs as a stand-alone public company;

· our general partner and its affiliates, including PBF Energy, have conflicts of interest with us and limited duties to us and our

unitholders, and they may favor their own interests to the detriment of us and our other common unitholders;

· our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that

might otherwise constitute breaches of fiduciary duty;

· holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors;

· our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a

material amount of entity level taxation by individual states;

· changes at any time (including on a retroactive basis) in the tax treatment of publicly traded partnerships or an investment in our

common units;

· our unitholders will be required to pay taxes on their share of our taxable income even if they do not receive any cash distributions

from us;

· the effects of future litigation; and

· other factors discussed elsewhere in more detail under "Risk Factors" of this prospectus and that are incorporated by reference herein.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in
light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus and the documents that
are incorporated by reference herein may not in fact occur. Accordingly, investors should not place undue reliance on those statements.
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Our forward-looking statements speak only as of the date of this prospectus or as of the date which they are made. Except as required by
applicable law, including the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements.
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their
entirety by the foregoing.

v
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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important information to
you by referring you to another document. Any statement contained herein, or in any documents incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for the purpose of this prospectus to the extent that a subsequent statement
contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. These documents contain
important information about us. Any information referred to in this way is considered part of this prospectus from the date we filed that document.
We incorporate by reference the documents listed below:

·
PBFX's Current Reports on Form 8-K and Form 8-K/A (excluding Items 2.02 and 7.01 and related exhibits) filed on May 4,

2015, May 5, 2015, May 11, 2015, May 18, 2015, July 13, 2015, September 2, 2015 (three reports filed on such date), October
1, 2015 and October 19, 2015;

·
PBFX's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the "2014 Annual Report"), as filed with

the SEC on February 26, 2015, except for Items 6, 7, and 8 as modified in our Form 8-K filed on September 2, 2015,
incorporated by reference herein as set forth above;

·
PBFX's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the "March Quarterly Report"), as filed with the

SEC on May 1, 2015, except for Items 1 and 2 as modified in our Form 8-K filed on September 2, 2015, incorporated by
reference herein as set forth above;

·
PBFX's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (the "June Quarterly Report"), as filed with the

SEC on August 6, 2015, except for Item 1 as modified in our Form 8-K filed on September 2, 2015, incorporated by reference
herein as set forth above; and

·
All documents filed by PBFX under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date of the initial registration statement and prior to the effectiveness of the registration statement and

after the date of this prospectus and before the termination of the exchange offer to which this prospectus relates (other than
information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise
therein).
In reviewing any agreements incorporated by reference, please remember that they are included to provide you with information
regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about us. The agreements may
contain representations and warranties by us which should not in all instances be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be inaccurate. The representations and warranties were made only as of the date
of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments.
Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other
time.

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We will provide without charge to each person to whom this prospectus is delivered, upon his or her written or oral request, a copy of
any or all documents referred to above which have been or may be incorporated by reference into this prospectus and any exhibit specifically
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Final Prospectus
incorporated by reference in those documents. You may request copies of those documents, at no cost, by writing or calling our general partner at
the following address or telephone number:
PBF Logistics GP LLC
Attention: Secretary
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(973) 455-7500

vii
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WHERE YOU CAN FIND MORE INFORMATION
We and the guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the new notes.
This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For
further information with respect to us, the guarantors and the new notes, reference is made to the registration statement. Statements contained in
this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an
exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made. We have
historically filed annual, quarterly and current reports and other information with the SEC. The registration statement, such reports and other
information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington D.C. 20549. Copies
of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC
at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials
may also be accessed electronically by means of the SEC's website at http://www.sec.gov, and at our website at http://www.pbflogistics.com.
Information on or accessible through our website is not incorporated by reference into this prospectus and does not constitute a part of this
prospectus unless we specifically so designate and file with the SEC.
So long as we are subject to the periodic reporting requirements of the Exchange Act, we are required to furnish the information required to
be filed with the SEC to the trustee and the holders of the notes. We have agreed that, even if we are not required under the Exchange Act to
furnish such information to the SEC, we will nonetheless continue to furnish information that would be required to be furnished by us by
Section 13 or 15(d) of the Exchange Act.

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PROSPECTUS SUMMARY
This summary highlights the information contained elsewhere or incorporated by reference in this prospectus. Because this is only a
summary, it does not contain all of the information that may be important to you. For a more complete understanding of this exchange offer,
we encourage you to read this prospectus and the documents incorporated by reference in this prospectus. You should read the following
summary together with the more detailed information and consolidated financial statements, including the accompanying notes, included
elsewhere or incorporated by reference in this prospectus. You should consider, among other things, the matters set forth in "Risk Factors"
before deciding to participate in the exchange offer.
On May 14, 2014, PBF Logistics LP completed its initial public offering (the "IPO"). Unless the context otherwise requires, references
in this prospectus to "PBF Logistics LP," "PBFX," the "Partnership," "we," "us" or "our" (except as set forth in the section of this
prospectus titled "Information Regarding PBF Energy Company LLC") may refer to PBF Logistics LP, one or more of its consolidated
subsidiaries or all of them taken as a whole. The financial statements incorporated by reference herein include the consolidated financial
results of PBF MLP Predecessor, or our Predecessor, our predecessor for accounting purposes, for periods presented through May 13, 2014,
and the consolidated financial results of PBFX for the periods beginning May 14, 2014, the date of the IPO. Our Predecessor did not
historically operate its assets for the purpose of generating revenues independent of other PBF Energy businesses that we support. Upon
closing of the IPO and subsequent acquisitions from PBF Energy, we entered into commercial and service agreements with subsidiaries of
PBF Energy under which we operate our assets for the purpose of generating fee-based revenues. References in this prospectus to "our
general partner" or "PBF GP" refer to PBF Logistics GP LLC. Unless the context otherwise requires, references in this prospectus to "PBF
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Energy" refer collectively to PBF Energy Inc. and its subsidiaries, other than PBFX, its subsidiaries and our general partner. References to
"PBF LLC" refer to PBF Energy Company LLC, the majority owner of our limited partnership interests and the sole member of our general
partner, which provides a limited guarantee of collection of the principal amount of the notes (the "PBF LLC limited guarantee"). Any
references in this prospectus to "guarantors" or the "guarantees" exclude PBF LLC and the PBF LLC limited guarantee.
PBF Logistics LP
We are a fee-based Delaware master limited partnership formed in February 2013 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. Our common units trade on
the New York Stock Exchange under the symbol "PBFX".
We receive, store, handle and transfer crude oil from sources located throughout the United States and Canada for PBF Energy in support
of its three refineries located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. We also receive, store, handle, transport
and deliver petroleum products for PBF Energy's Delaware City and Toledo refineries. Our assets are integral components of the crude oil
delivery operations at all three of PBF Energy's refineries. PBF Energy can also deliver crude oil we unload at its Delaware refinery to third
parties. We generate all of our revenues by charging fees for receiving, storing, handling and transferring crude oil and petroleum products
under long-term, fee-based commercial agreements with subsidiaries of PBF Energy, which we believe enhances the stability of our cash
flows. We do not take ownership of or receive any payments based on the value of the crude oil that we handle and do not engage in the
trading of any commodities. As a result, we have no direct exposure to commodity price fluctuations.
Our relationship with PBF Energy is one of our principal strengths. Our general partner, PBF GP, is wholly-owned by PBF LLC, a
subsidiary of PBF Energy. PBF Energy (NYSE: PBF) is one of the largest independent petroleum refiners and suppliers of unbranded
transportation fuels, heating oil, petrochemical feedstocks,

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lubricants and other petroleum products in the United States. It sells its products throughout the Northeast and Midwest of the United States,
and in other regions of the United States and Canada, and is able to ship products to other international destinations. PBF Energy currently
owns and operates three domestic oil refineries with a combined processing capacity, known as throughput, of approximately 540,000 barrels
per day ("bpd") and a weighted average Nelson Complexity Index of 11.3.
We intend to seek opportunities to grow our business by acquiring additional logistics assets from PBF Energy and third parties and
through organic growth, including by potentially constructing new assets and increasing the utilization of our existing assets. We were formed
by PBF Energy to be the primary vehicle to expand the logistics assets supporting its business. We expect that PBF Energy will serve as a
critical source of our future growth by providing us with opportunities to purchase additional logistics assets that it currently owns or may
acquire or develop in the future. PBF Energy owns and operates a substantial portfolio of associated logistics assets supporting its three
refineries.
Our Assets and Operations
Currently, our business consists of two operating segments: our terminaling and transportation segment and our storage segment.
Terminaling and Transportation Segment

· DCR Rail Terminal. Our DCR Rail Terminal is a light crude oil rail unloading terminal, which commenced operations in
February 2013 and serves PBF Energy's Delaware City and Paulsboro refineries, or the East Coast refineries. The DCR Rail
Terminal has a double-loop track, which can hold up to two 100-car unit trains and is capable of unloading a single unit train in
approximately 14 hours. An expansion project was completed in July 2014 that increased the terminal's unloading capacity from
105,000 bpd to 130,000 bpd. PBF Energy can move crude oil by barge to its Paulsboro refinery from its Delaware City refinery

after the crude has been unloaded. PBF Energy can also move the crude oil to other locations, including locations owned by third
parties. The DCR Rail Terminal allows the East Coast refineries to source crude oil from Western Canada and the United States,
which may provide PBF Energy cost advantages compared to international crude oil that has historically been processed at the East
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Coast refineries and that is priced off of the Brent benchmark. The facility is connected to the Delaware City refinery's crude tank
farm by Delaware City Refining Company LLC's pipeline. The East Coast refineries have a combined refining capacity of 370,000
bpd.

· Toledo Truck Terminal. Our Toledo Truck Terminal serves PBF Energy's Toledo refinery, and is currently comprised of six
lease automatic custody transfer ("LACT") units and has unloading capacity of 22,500 bpd. PBF Energy acquired the Toledo

refinery in 2011 and has added these additional truck crude oil unloading capabilities that provide feedstock sourcing flexibility for
the refinery and enables the Toledo refinery to run a more cost-advantaged crude oil slate. The Toledo refinery processes light,
sweet crude oil and has a throughput capacity of 170,000 bpd.

· DCR West Rack. Our DCR West Rack is a heavy crude oil rail unloading facility at PBF Energy's Delaware City refinery, with
total throughput capacity of at least 40,000 bpd, that commenced operations in August 2014. The DCR West Rack consists of 25
heated unloading stations, capable of handling 50 cars simultaneously located between two tracks and is equipped with steam and

nitrogen to facilitate the unloading of heavy crude oil sourced from Canada. The facility can also unload light crude oil.
Additionally, there are six other ladder tracks available providing the facility with a total capacity to hold two 100 car unit trains.
The facility is connected to the Delaware City refinery's crude tank farm by Delaware City Refining Company LLC's pipeline.

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· Toledo Storage Facility (propane loading). Our Toledo Storage Facility at PBF Energy's Toledo refinery consists of 27 propane

storage bullets and a truck loading facility and has a throughput capacity of approximately 11,000 bpd.

· Delaware City Products Pipeline. The Delaware City Products Pipeline consists of a 23.4 mile, 16-inch interstate petroleum
products pipeline which has a capacity in excess of 125,000 bpd. The pipeline transports refined petroleum products from the

Delaware City refinery to Sunoco Logistics' Twin Oaks pump station at Delaware County, PA, with connections to Buckeye's
Laurel pipeline and Sunoco Logistics' northeast pipeline systems that serve Western Pennsylvania and New York.

· Delaware City Truck Rack. The Delaware City Truck Rack is a 15-lane, 76,000 bpd capacity truck loading rack located at PBF

Energy's Delaware City refinery and is utilized to distribute gasoline, distillates and LPGs.
Storage Segment

· Toledo Storage Facility. The Toledo Storage Facility consists of 30 tanks for storing crude oil, refined products and intermediates
at PBF Energy's Toledo Refinery. The aggregate shell capacity of the storage facility is approximately 3.9 million barrels, of which

approximately 1.3 million barrels are dedicated to crude oil storage and approximately 2.6 million barrels are allocated to refined
products and intermediates.
Business Strategies
Our primary business objectives are to maintain stable and predictable cash flows and create value for our stakeholders. We intend to
achieve these objectives through the following business strategies:

· Generate Stable, Fee-Based Cash Flow. We believe our long-term, fee-based logistics contracts provide us with stable,
predictable cash flows. We generate all of our revenue from PBF Energy under various commercial agreements which include

minimum quarterly volume commitments, minimum storage commitments, inflation escalators and initial terms of approximately
seven to ten years. Over time, we will continue to seek to enter into similar contracts with PBF Energy and/or third parties that
generate stable and predictable cash flows.

· Maintain a Conservative Capital Structure. We plan to pursue a disciplined financial policy and maintain a conservative capital
structure to allow us to execute our organic growth projects as well as acquisitions. This includes funding growth with a variety of

sources, including cash on hand, our existing revolving credit facility, or the Revolving Credit Facility, the debt and equity capital
markets and issuing equity to PBF Energy.

· Seek to Optimize Our Existing Assets and Pursue Third-Party Volumes. We intend to enhance the profitability of our existing

assets by increasing throughput volumes from PBF Energy, attracting third-party volumes, improving operating efficiencies and
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managing costs.

· Maintain Safe, Reliable and Efficient Operations. We are committed to maintaining and improving the safety, reliability,
environmental compliance and efficiency of our operations. We seek to improve operating performance through our commitment
to our preventive maintenance program and to employee training and development programs. We will continue to emphasize safety

in all aspects of our operations. For example, we believe our and PBF Energy's operations comply with the recently enacted
emergency orders governing shipments of petroleum crude oil transported by rail. We believe these objectives are integral to
maintaining stable cash flows and are critical to the success of our business.

· Pursue Organic Growth Initiatives. We intend to pursue organic growth projects with PBF Energy that complement and expand

our existing operational footprint. We will examine projects that arise

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from the growth of PBF Energy's refining operations and from third-party activity in our areas of operation. For example, PBF

Energy is positioning its Toledo refinery to be able to receive additional volumes of crude oil from the Utica Shale by truck, which
would provide us with an opportunity to expand throughput volumes at our Toledo Truck Terminal.
Competitive Strengths
We believe we are well positioned to successfully execute our business strategies because of the following competitive strengths:

· Relationship with PBF Energy. One of our key strengths is our relationship with PBF Energy. We serve as PBF Energy's
primary vehicle to expand the logistics assets supporting its business. We believe that PBF Energy will be incentivized to grow our

business as a result of its significant indirect economic interest in us, including 100% ownership of our general partner, a majority
ownership of our limited partnership interests and all of our incentive distribution rights, or IDRs. In particular, we expect to
continue to benefit from the following aspects of our relationship with PBF Energy:

·
Acquisition Opportunities. Under the Third Amended and Restated Omnibus Agreement, PBF Energy has granted us a
right of first offer on certain logistics assets and may, under certain circumstances, offer us the opportunity to purchase

additional logistics assets that it may acquire or construct in the future. We also expect to jointly pursue strategic
acquisitions with PBF Energy that complement and grow our asset base.

·
Strength of PBF Energy's Refining Business. PBF Energy's Delaware City, Paulsboro and Toledo refineries have a
combined throughput capacity of 540,000 bpd, making PBF Energy the fifth largest independent refiner in the United

States. PBF Energy's refineries provide it with buying power advantages, and it benefits from the cost efficiencies that
result from operating three large refineries. In addition, its refinery assets are located in high-demand regions where product
demand exceeds refining capacity.

·
Access to Operational and Industry Expertise. We expect to continue to benefit from PBF Energy's extensive

operational, commercial and technical expertise, as well as its industry relationships throughout the midstream and
downstream value chain, as we look to optimize and expand our existing asset base.

· Stable Cash Flows Supported by Long-Term, Take-or-Pay Contracts with Minimum Volume Commitments. We currently
generate all of our revenue under long-term, take-or-pay contracts with PBF Energy. Each of our commercial agreements with

PBF Energy include minimum volume or storage commitments and have fees adjusted for changes in the Producer Price Index and
any increase in our operating costs for providing such services under such agreements, thereby providing us with stable and
predictable minimum cash flows.

· Strategically Located and Highly Integrated Assets. Our logistics assets are integral to the operations of PBF Energy's refineries.

Our DCR Rail Terminal currently receives a substantial portion of the light crude oil processed by the Delaware City and Paulsboro
refineries, and the Toledo Truck Terminal provides important feedstock supply infrastructure for the Toledo refinery.

· High-Quality, Well-Maintained Asset Base. We continually invest in the maintenance and integrity of our assets and have
developed various programs to help us efficiently monitor and maintain the assets. We employ an asset integrity program, which
focuses on risk analysis, assessment, inspection, preventive measures, repair and data integration to provide reliable operations. We

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Final Prospectus
also have developed and use industrial processes to monitor and control our operations. In addition, our DCR Rail Terminal and
DCR West Rack both commenced operations within the past 3 years and require a relatively small amount of maintenance capital
expenditure, relative to peers with older assets.

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Table of Contents
· Financial Flexibility. We believe that our access to the debt and equity capital markets, as well as the capacity under our

Revolving Credit Facility, provides us with the financial flexibility to execute our growth strategy.

· Experienced Management and Operations Teams with a Demonstrated Track Record of Acquiring, Integrating and Operating
Logistics Assets. Both our management and our operations teams have significant experience in the management and operation of

logistics assets and the execution of expansion and acquisition strategies. Our management team has a proven track record of
working together successfully to operate refining and logistics assets and to execute expansion and acquisition strategies, including
while previously at Tosco Corporation and Premcor Inc.
Our Relationship with PBF Energy
PBF Energy is the indirect parent entity of PBF Holding Company LLC ("PBF Holding"), which serves as the parent company for PBF
Energy's refinery operating subsidiaries. PBF Energy's three refineries are located in Toledo, Ohio, Delaware City, Delaware and Paulsboro,
New Jersey. Its Midcontinent refinery at Toledo processes light, sweet crude oil, has a throughput capacity of 170,000 bpd and a Nelson
Complexity Index of 9.2. The majority of Toledo's WTI-based cost advantaged crude oil is delivered via pipelines that originate in both
Canada and the United States. Since the acquisition of the Toledo refinery in 2011, PBF Energy has added additional truck and rail crude oil
unloading capabilities that provide feedstock sourcing flexibility for the refinery and enable Toledo to run a more cost-advantaged crude oil
slate. Its East Coast refineries at Delaware City and Paulsboro have a combined refining capacity of 370,000 bpd and Nelson Complexity
Indices of 11.3 and 13.2, respectively. These high conversion refineries have historically processed primarily medium and heavy, sour crudes
and have historically received the bulk of their feedstock via ships and barges on the Delaware River. The Delaware City and Paulsboro
refineries also receive light crude oil via the DCR Rail Terminal which commenced operations in February 2013, enhancing the flexibility and
profitability of both refineries.
PBF Energy is the sole managing member of PBF LLC and operates and controls all of its business and affairs and consolidates the
financial results of PBF LLC and its subsidiaries, including PBF Holding. PBF LLC is a holding company for the companies that directly or
indirectly own and operate PBF Energy's business. As of October 15, 2015, PBF Energy's sole asset is a controlling economic interest of
approximately 95.0% in PBF LLC, with the remaining 5.0% of the economic interests in PBF LLC held by certain of PBF Energy's current
and former executive officers and directors and certain employees and others. See "Information Regarding PBF Energy Company LLC--
Recent Developments."
As of October 15, 2015, PBF LLC held a 53.7% limited partner interest in us, a non-economic general partner interest and all of our
IDRs, with the remaining 46.3% limited partner interest held by public unitholders. We believe PBF Energy will promote and support the
successful execution of our business strategies given its significant ownership in us, the importance of our assets to PBF Energy's refining
operations and its stated intention to use us as a primary vehicle to grow its logistics business.
Partnership Structure and Management
PBF Logistics LP is a Delaware limited partnership formed in February 2013. Our general partner is PBF Logistics GP LLC, a Delaware
limited liability company. PBF GP owns a non-economic general partner interest in us, and we are managed and operated by its board of
directors and executive officers. PBF Energy (through its ownership in PBF LLC) owns all of the ownership interests in our general partner
and is entitled to appoint the entire board of directors of our general partner.
PBF Logistics Finance Corporation, our wholly-owned subsidiary, has no material assets or any liabilities other than as a co-issuer or
guarantor of some of our indebtedness. Its activities are limited to co-issuing or

http://www.sec.gov/Archives/edgar/data/1566072/000119312515360241/d940683d424b3.htm[10/30/2015 4:21:52 PM]

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