Obligation PFB Holding 7% ( US69318FAE88 ) en USD

PFB Holding

100 % ▼

Etas-Unis

US69318FAE88 ( en USD )

7% par an ( paiement semestriel )

14/11/2023 - Obligation échue

Prospectus brochure de l'obligation PBF Holding US69318FAE88 en USD 7%, échue

2 000 USD

499 700 000 USD

69318FAE8

N/A

PBF Holding est une société américaine d'énergie intégrée, opérant dans le raffinage, la commercialisation et la distribution de produits pétroliers.

L'Obligation émise par PFB Holding ( Etas-Unis ) , en USD, avec le code ISIN US69318FAE88, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2023

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424B3 1 d207489d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-214624

PROSPECTUS

PBF HOLDING COMPANY LLC
PBF FINANCE CORPORATION
Offer to Exchange (the "exchange offer")
Up To $500,000,000 of
7.00% Senior Secured Notes due 2023
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $500,000,000 of
7.00% Senior Secured Notes due 2023
That Have Been Registered Under
The Securities Act of 1933

Terms of the New 7.00% Senior Secured 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 November 24, 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 $500,000,000 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 January 6, 2017, 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Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.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 16 of this prospectus before participating in the exchange offer.

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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 December 1, 2016
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

Page
INDUSTRY AND MARKET DATA

ii
BUSINESS

103
BASIS OF PRESENTATION

ii
MANAGEMENT

126
CAUTIONARY STATEMENT REGARDING
EXECUTIVE COMPENSATION

129
FORWARD-LOOKING STATEMENTS

iii
CERTAIN RELATIONSHIPS AND RELATED
PROSPECTUS SUMMARY

1
TRANSACTIONS

146
RISK FACTORS

16
OUR PRINCIPAL MEMBERS

154
EXCHANGE OFFER

43
DESCRIPTION OF CERTAIN MATERIAL
USE OF PROCEEDS

51
INDEBTEDNESS

155
CAPITALIZATION

52
DESCRIPTION OF NOTES

158
RATIO OF EARNINGS TO FIXED CHARGES

53
MATERIAL UNITED STATES FEDERAL INCOME TAX
SELECTED HISTORICAL FINANCIAL DATA

54
CONSEQUENCES

236
UNAUDITED PRO FORMA CONDENSED
CERTAIN ERISA CONSIDERATIONS

237
CONSOLIDATED FINANCIAL STATEMENTS

55
PLAN OF DISTRIBUTION

239
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
LEGAL MATTERS

240
FINANCIAL CONDITION AND RESULTS OF
EXPERTS

240
OPERATIONS OF PBF HOLDING

59
WHERE YOU CAN FIND MORE INFORMATION

240
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 $500.0 million aggregate
principal amount of our 7.00% senior secured notes due 2023 issued on November 24, 2015, as the "old notes" or the "2023 Senior Secured Notes."
We refer to the new notes and the old notes collectively as the "notes." In this prospectus, references to "PBF Holding" or the "issuer" refer to PBF
Holding Company LLC, a Delaware limited liability company, formed on March 24, 2010. In this prospectus, references to "PBF Finance" or the
"co-issuer" refer to PBF Finance Corporation, a Delaware corporation, incorporated on June 14, 2011, and a wholly owned subsidiary of PBF
Holding. PBF Finance Corporation was originally formed to be a co-issuer of or guarantor of certain of our indebtedness and does not have any
operations. References to the "issuers" refer to the issuer and the co-issuer together.
This prospectus incorporates important business and financial information about us that is not included or delivered with this
prospectus. Such information is available without charge to holders of old notes upon written or oral request made to PBF Holding
Company LLC, One Sylvan Way, Second Floor, Parsippany, New Jersey 07054, Attention: General Counsel (Telephone (973) 455-7500).
To obtain timely delivery of any requested information, holders of old notes must make any request no later than five business days prior
to the expiration of the exchange offer.

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INDUSTRY AND MARKET DATA
In this prospectus, 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 under the headings "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."
Moreover, forecasted information is inherently uncertain and we can provide no assurance that forecasted information will materialize.
BASIS OF PRESENTATION
Unless otherwise indicated or the context otherwise requires, all financial data in this prospectus reflects the consolidated business and
operations of PBF Holding Company LLC and its consolidated subsidiaries, and has been prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP"). Our indirect parent company, PBF Energy Inc. (NYSE: PBF) ("PBF Energy"), does
not guarantee the notes and its financial statements and results are not included herein. PBF Energy's financial statements and results differ from
ours because PBF Energy, among other things, has ownership interest in PBF Logistics LP (NYSE: PBFX) ("PBF Logistics" or "PBFX"). We do
not own any interest in PBF Logistics.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain "forward-looking statements" of expected future developments that involve risks and uncertainties. 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 under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations of PBF Holding" and
elsewhere in this prospectus. All forward-looking information in this prospectus 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:

·
supply, demand, prices and other market conditions for our products, including volatility in commodity prices;

·
the effects of competition in our markets;

·
changes in currency exchange rates, interest rates and capital costs;

·
adverse developments in our relationship with both our key employees and unionized employees;

·
our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses)

and generate earnings and cash flow;

·
our substantial indebtedness;

·
our supply and inventory intermediation arrangements expose us to counterparty credit and performance risk;

·
termination of our A&R Intermediation Agreements with J. Aron could have a material adverse effect on our liquidity, as we would be
required to finance our intermediate and refined products inventory covered by the agreements. Additionally, we are obligated to

repurchase from J. Aron certain intermediates and finished products located at the Paulsboro and Delaware City refineries' storage
tanks upon termination of these agreements;

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·
restrictive covenants in our indebtedness that may adversely affect our operational flexibility or ability to make distributions;

·
our assumptions regarding payments arising under PBF Energy's tax receivable agreement and other arrangements relating to PBF

Energy;

·
our expectations and timing with respect to our acquisition activity;

·
our expectations with respect to our capital improvement and turnaround projects;

·
the status of an air permit to transfer crude through the Delaware City refinery's dock;

·
the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due to problems at PBF Logistics,

or with third party logistics infrastructure or operations, including pipeline, marine and rail transportation;

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·
the impact of current and future laws, rulings and governmental regulations, including the implementation of rules and regulations

regarding transportation of crude oil by rail;

·
the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments;

·
adverse impacts related to recent legislation by the federal government lifting the restrictions on exporting U.S. crude oil;

·
adverse impacts from changes in our regulatory environment, such as the effects of compliance with the California Global Warming

Solutions Act (also referred to as "AB32"), or actions taken by environmental interest groups;

·
market risks related to the volatility in the price of Renewable Identification Numbers ("RINS") required to comply with the Renewable

Fuel Standards and greenhouse gas ("GHG") emission credits required to comply with various GHG emission programs, such as
AB32;

·
our ability to complete the successful integration of the completed acquisitions of Chalmette Refining, L.L.C. and related logistic assets

(collectively, the "Chalmette Acquisition") and the Torrance refinery and related logistics assets (collectively, the "Torrance
Acquisition") into our business and to realize the benefits from such acquisitions;

·
liabilities arising from the Chalmette Acquisition and/or Torrance Acquisition that are unforeseen or exceed our expectations; and

·
any decisions we make with respect to our energy-related logistical assets that may be transferred to PBF Logistics.
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 may not in fact occur.
Accordingly, investors should not place undue reliance on those statements.
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 do not intend 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.

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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus and may not contain all of the information that may
be important to you. You should read this entire prospectus carefully, including the information set forth in "Risk Factors" and our financial
statements and related notes included elsewhere in this prospectus before making an investment decision.
Unless the context otherwise requires, references to the "Company," "we," "our," "us" or "PBF" refer to PBF Holding Company
LLC, or PBF Holding, and, in each case, unless the context otherwise requires, its consolidated subsidiaries. See "Basis of Presentation" on
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page ii.
Our Company
We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical
feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast, the Midwest, the Gulf
Coast and the West Coast of the United States, as well as in other regions of the United States and Canada, and are able to ship products to
other international destinations. We were formed in 2008 to pursue acquisitions of crude oil refineries and downstream assets in North
America. We currently own and operate five domestic oil refineries and related assets, which we acquired in 2010, 2011, 2015 and 2016. Our
refineries have a combined processing capacity, known as throughput, of approximately 900,000 barrels per day ("bpd"), and a weighted-
average Nelson Complexity Index of 12.2.
Our five refineries are located in Toledo, Ohio, Delaware City, Delaware, Paulsboro, New Jersey, New Orleans, Louisiana and Torrance,
California. Our Mid-Continent refinery at Toledo processes light, sweet crude, has a throughput capacity of 170,000 bpd and a Nelson
Complexity Index of 9.2. The majority of Toledo's West Texas Intermediate ("WTI") based crude is delivered via pipelines that originate in
both Canada and the United States. Since our acquisition of Toledo in 2011, we have added additional truck and rail crude unloading
capabilities that provide feedstock sourcing flexibility for the refinery and enables Toledo to run a more cost-advantaged crude slate. Our 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 process primarily medium and heavy, sour crudes and have the flexibility to receive crude
and feedstock via both water and rail. We believe this sourcing optionality can be a beneficial component to the profitability of our East Coast
refining system. The Chalmette refinery, located outside of New Orleans, Louisiana, is a 189,000 bpd, dual-train coking refinery with a
Nelson Complexity of 12.7 and is capable of processing both light and heavy crude oil. The facility is strategically positioned on the Gulf
Coast with strong logistics connectivity that offers flexible raw material sourcing and product distribution opportunities, including the potential
to export products. The Torrance refinery, located on 750 acres in Torrance, California, is a high-conversion 155,000 bpd, delayed-coking
refinery with a Nelson Complexity of 14.9. The facility is strategically positioned in Southern California with advantaged logistics
connectivity that offers flexible raw material sourcing and product distribution opportunities primarily in the California, Las Vegas and
Phoenix area markets.
PBF Energy
We are a wholly-owned subsidiary of PBF Energy Company LLC ("PBF LLC") and the parent company for PBF LLC's refinery
operating subsidiaries, and are an indirect subsidiary of PBF Energy (NYSE: PBF). 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. As of the date of this prospectus, PBF Energy's sole asset is a controlling economic interest of approximately 95.2% in PBF LLC,
with the remaining 4.8% 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.

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PBF Logistics LP
PBF Logistics (NYSE: PBFX) is a fee-based, growth-oriented, publicly traded 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. PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products and intermediates from sources located
throughout the United States and Canada for PBF Energy in support of its refineries. A substantial portion of PBFX's revenue is derived from
long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for receiving, handling,
storing and transferring crude oil and refined products. PBF Energy also has agreements with PBFX that establish fees for certain general and
administrative services and operational and maintenance services provided by PBF Holding to PBFX.
As of the date of this prospectus, PBF LLC holds a 44.2% limited partner interest in PBFX and all of PBFX's incentive distribution
rights, with the remaining limited partner interest held by public common unit holders. PBF LLC also owns indirectly a non-economic general
partner interest in PBFX through its wholly-owned subsidiary, PBF Logistics GP LLC, the general partner of PBFX. We do not own any
interests in PBFX.
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Any information in this prospectus regarding PBF Energy and PBF Logistics is included in this prospectus solely for informational
purposes. Nothing in this prospectus should be construed as an offer to sell, or the solicitation of an offer to buy, the Class A common stock of
PBF Energy or the common units of PBF Logistics.
* * * * *
We are a Delaware limited liability company. Our principal executive offices are located at One Sylvan Way, Second Floor, Parsippany,
New Jersey 07054, and our telephone number is (973) 455-7500. Our website is located at http://www.pbfenergy.com. We make available our
periodic reports and other information filed with or furnished to the SEC, free of charge through our website, as soon as reasonably practicable
after those reports and other information are electronically filed with or furnished to the SEC. Information on or accessible through our
website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.

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The Exchange Offer
On November 24, 2015, we completed a private offering of $500,000,000 aggregate principal amount of the old notes. We entered into a
registration rights agreement with the initial purchasers in connection with the offering in which we agreed to deliver to you this prospectus
and to use commercially reasonable efforts to consummate the exchange offer not later than 365 days after the date of original issuance of the
old notes.

Exchange Offer
We are offering to exchange new notes for old notes. The terms of the new notes are
substantially identical to the terms of the old notes that were issued on November 24,
2015, except that the new notes will be registered under the Securities Act 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.

You may only exchange notes in denominations of $2,000 and integral multiples of

$1,000 in excess thereof.

Expiration Date
The exchange offer will expire at 12:00 a.m. midnight, New York City time, on
January 6, 2017, unless we decide to extend it. We do not currently intend to extend the
expiration date.

Resale
Based on an interpretation by the staff of the SEC set forth in no-action letters issued to
third parties, we believe that the new notes issued pursuant to the exchange offer in
exchange for old notes may be offered for resale, resold and otherwise transferred by
you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions of the
Securities Act; provided that:

· you are acquiring the new notes in the ordinary course of your business; and

· you have not engaged in, do not intend to engage in, and have no arrangement or

understanding with any person to participate in, a distribution of the new notes.

Each broker-dealer that receives new notes for its own account 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, must acknowledge that it will deliver a
prospectus in connection with any resale of such new notes. See "Plan of Distribution."

Any holder of old notes who:

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· is our affiliate;

· does not acquire new notes in the ordinary course of its business; or

· tenders its old notes in the exchange offer with the intention to participate, or for the

purpose of participating, in a distribution of new notes, cannot rely on the position of
the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available

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June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the SEC's letter to Shearman & Sterling (available July 2, 1993), or

similar no-action letters and, in the absence of an exemption therefrom, must comply
with the registration and prospectus delivery requirements of the Securities Act in
connection with any resale of the new notes.

Procedures for Tendering Old Notes
If you hold old notes that were issued in book-entry form and are represented by global
certificates held for the account of The Depository Trust Company ("DTC"), in order to
participate in the exchange offer, you must follow the procedures established by DTC
for tendering notes held in book-entry form. These procedures, which we call "ATOP,"
require that (i) the exchange agent receive, prior to the expiration date of the exchange
offer, a computer generated message known as an "agent's message" that is transmitted
through DTC's automated tender offer program, and (ii) DTC confirms that:

· DTC has received your instructions to exchange your old notes, and

· you agree to be bound by the terms of the letter of transmittal for holders of global

notes.

If you hold old notes that were issued in definitive, certificated form, in order to
participate in the exchange offer, you must deliver the certificates representing your

notes, together with a properly completed and duly executed letter of transmittal for
holders of definitive notes to the exchange agent.

For more information on tendering your old notes, please refer to the section in this

prospectus entitled "Exchange Offer--Terms of the Exchange Offer," "--Procedures
for Tendering," and "Description of Notes--Book Entry; Delivery and Form."

Guaranteed Delivery Procedures
If you wish to tender your old notes and your old notes are not immediately available or
you cannot deliver your old notes, the letter of transmittal or any other required
documents, or you cannot comply with the procedures under ATOP for transfer of book-
entry interests, prior to the expiration date, you must tender your old notes according to
the guaranteed delivery procedures set forth in this prospectus under "Exchange Offer--
Guaranteed Delivery Procedures."

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration date. To
withdraw tenders of notes held in global form, you must submit a notice of withdrawal
to the exchange agent using ATOP procedures before 12:00 a.m. midnight, New York
City time, on the expiration date of the exchange offer. To withdraw tenders of notes
held in definitive form, you must submit a written or facsimile notice of withdrawal to
the exchange agent before 12:00 a.m. midnight, New York City time, on the expiration
date of the exchange offer. Please refer to the section in this prospectus entitled
"Exchange Offer--Withdrawal of Tenders."

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Acceptance of Old Notes and Delivery of New Notes If you fulfill all conditions required for proper acceptance of old notes, we will accept
any and all old notes that you properly tender in the exchange offer before 12:00 a.m.
midnight New York City time on the expiration date. We will return any old note that
we do not accept for exchange to you without expense promptly after the expiration or
termination of the exchange offer. Please refer to the section in this prospectus entitled
"Exchange Offer--Terms of the Exchange Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this
prospectus entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds. We are
making this exchange offer solely to satisfy our obligations under the registration rights
agreement.

Consequences of Failure to Exchange Old Notes
If you do not exchange your old notes in this exchange offer, you will no longer be able
to require us to register the old notes under the Securities Act except in limited
circumstances provided under the registration rights agreement. In addition, you will not
be able to resell, offer to resell or otherwise transfer the old notes unless we have
registered the old notes under the Securities Act, or unless you resell, offer to resell or
otherwise transfer them under an exemption from the registration requirements of, or in
a transaction not subject to, the Securities Act.

U.S. Federal Income Tax Consequences
The exchange of new notes for old notes pursuant to the exchange offer will not be a
taxable event for U.S. federal income tax purposes. Please read "Material United States
Federal Income Tax Consequences."

Additional Interest
When we issued the old notes on November 24, 2015, we entered into a registration
rights agreement with the initial purchasers of the notes, pursuant to which we agreed to
file an exchange offer registration statement with the SEC with respect to the exchange
offer for the new notes, and use commercially reasonable efforts to consummate the
exchange offer not later than 365 days after the date of original issuance of the old
notes. Because we have not consummated the exchange offer within the required time,
the terms of the old notes require us to pay liquidated damages in the form of additional
interest on the old notes. The additional interest equals 0.25% per annum for the first 90
days of delay, and an additional 0.25% per annum for each subsequent 90-day period up
to a maximum increase of 1.00% per annum of additional interest. Such additional
interest began accruing on the 366th day after the date of original issuance of the old
notes, and will cease to accrue upon the consummation of the exchange offer.

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Exchange Agent
We have appointed Deutsche Bank Trust Company Americas as the exchange agent for
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the exchange offer. You should direct questions and requests for assistance, requests for
additional copies of this prospectus, the letter of transmittal or the notice of guaranteed
delivery to the exchange agent as follows:

Deutsche Bank Trust Company Americas
c/o DB Services Americas, Inc.
Attn: Reorg Dept
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256

For telephone assistance, please call (877) 843-9767.

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Terms of the New Notes
The new notes will be substantially identical to the old notes except that the new notes are registered under the Securities Act and will
not have restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old
notes, and the same indenture will govern the new notes and the old notes.
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the
information that is important to you. For a more complete understanding of the notes, please refer to the sections of this prospectus entitled
"Description of Notes."

Issuers
PBF Holding Company LLC and PBF Finance Corporation

PBF Finance Corporation is a wholly owned subsidiary of PBF Holding Company LLC

that has no material assets and was formed for the sole purpose of being a co-issuer or
guarantor of certain of our indebtedness.

Securities
$500.0 million aggregate principal amount of 7.00% Senior Secured Notes due 2023 (the
"new notes").

Maturity Date
November 15, 2023.

Interest Payment Dates
May 15 and November 15 of each year, commencing on May 15, 2016.

Guarantees
Each of our current and future domestic restricted subsidiaries will jointly, severally and
unconditionally guarantee the new notes. The guarantors include all of our subsidiaries
that guarantee our Revolving Loan and our 8.25% Senior Secured Notes due 2020 (the
"2020 Notes" together with the notes, the "Senior Secured Notes"), of which $675.5
million aggregate principal amount remains outstanding. The guarantees may be
released under certain circumstances. Under certain circumstances, we will be able to
designate certain additional current or future restricted subsidiaries as unrestricted
subsidiaries. As of the date of this prospectus, certain of our subsidiaries are unrestricted
subsidiaries. Unrestricted subsidiaries are not subject to any of the restrictive covenants
set forth in the indenture governing the new notes and will not guarantee the notes.

Security
The new notes and guarantees are secured by first-priority liens, subject to permitted
liens, on certain of our assets and the assets of the subsidiary guarantors including:

· subject to certain exceptions, substantially all the capital stock of any of our wholly
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424B3
owned first-tier subsidiaries or of any subsidiary guarantor of the notes (but limited in

the case of a foreign subsidiary to 65% of the voting stock of any first-tier
subsidiary); and

· substantially all of our, and each subsidiary guarantor's, tangible and intangible assets

(including, without limitation, equipment, intellectual property and owned real
property) other than (1) assets

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Table of Contents
securing the Revolving Loan, (2) deposit accounts, other bank or securities accounts
and cash (in each case, except to the extent constituting proceeds of capital stock,
intellectual property, equipment, owned real property and other assets securing the
notes) and (3) leaseholds, excluded stock and stock equivalents, motor vehicles and

other customary exceptions. The collateral securing the new notes and guarantees
also constitutes collateral securing certain hedging obligations and any existing or
future Indebtedness which is permitted to be secured on a pari passu basis with the
new notes to the extent of the value of the collateral, including the 2020 Notes. See
"Description of Notes--Security" and "--Certain Limitations on Collateral."

At all times after (i) a covenant suspension event (as defined under "Description of
Notes"), and/or (ii) the release of all the collateral securing, or the refinancing on an
unsecured basis of, the 2020 Notes (a "Collateral Fall-Away Event"), the new notes and

guarantees will become unsecured. See "Description of Notes--Security--Release of
Collateral." The Senior Secured Notes have been rated investment grade by one rating
agency.

Ranking
The new notes and the guarantees will rank:

· pari passu in right of payment with all of our and the guarantors' existing and future

senior indebtedness (including the 2020 Notes);

· effectively senior to all of our and the guarantor's existing and future indebtedness
that is not secured by the collateral (including the Revolving Loan), to the extent of

the value of the collateral owned by us (subject to permitted liens on such collateral
and certain other exceptions); provided that upon the occurrence of a Collateral Fall-
Away Event, the new notes and guarantees will be unsecured;

· senior in right of payment to all of our and the guarantors' existing and future

obligations that are, by their terms, expressly subordinated in right of payment to the
new notes and the guarantees;

· effectively subordinated to any of our and the guarantors' existing or future
indebtedness that is secured by liens on assets owned by us that do not constitute a

part of the collateral (including assets securing our Revolving Loan) to the extent of
the value of such assets (including the Revolving Loan to the extent of the assets
securing such facility);

· effectively equal to certain hedging obligations and any existing or future

indebtedness (including the 2020 Notes) which is permitted to be secured on a pari
passu basis with the new notes to the extent of the value of the collateral; and

· structurally subordinated to any existing or future obligations of our non-guarantor

subsidiaries, including under the PBF Rail Logistics LLC ("PBF Rail") secured
revolving credit agreement (the "Rail Facility").
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Document Outline

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