Form S-4/A PBF Energy Inc.

On July 27, 2022, PBF Energy Inc., a Delaware corporation (“PBF Energy”), PBF Energy Company LLC, a Delaware limited liability company and subsidiary of PBF Energy (“PBF LLC”), PBFX Holdings Inc., a Delaware corporation and wholly owned subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC (“Merger Sub”), PBF Logistics LP, a Delaware limited partnership (“PBFX”), and PBF Logistics GP LLC, a Delaware limited liability company and the general partner of PBFX (“PBFX GP” or the “general partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which PBF LLC will acquire all of the outstanding common units representing limited partner interests in PBFX (“PBFX Common Units,” and holders of PBFX Common Units, the “PBFX Unitholders”) other than PBFX Common Units held directly or indirectly by PBF Energy and its subsidiaries (all such PBFX Common Units held by persons other than PBF Energy and its subsidiaries, the “PBFX Public Common Units,” and the holders of such units, the “PBFX Public Unitholders”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into PBFX (the “Merger”), with PBFX surviving as an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings.

Under the terms of the Merger Agreement, if the Merger is completed, each outstanding PBFX Public Common Unit will be converted into the right to receive: (i) 0.270 (the “Exchange Ratio”) of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy (the “PBF Energy Common Stock,” and such consideration, the “Stock Consideration”), (ii) $9.25 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”), (iii) any dividends or other distributions to which the holder thereof becomes entitled to upon surrender of such PBFX Public Common Units in accordance with the Merger Agreement, and (iv) any cash in lieu of fractional shares of PBF Energy Common Stock as described below. The receipt of Merger Consideration in exchange for PBFX Public Common Units pursuant to the Merger should be a taxable transaction to PBFX Public Unitholders. See “United States Federal Income Tax Consequences.” The Exchange Ratio is fixed and will not be adjusted on account of any change in price of either PBF Energy Common Stock or PBFX Common Units prior to completion of the Merger; provided, that the Merger Agreement includes an adjustment mechanism (the “19.9% Cap Adjustment Mechanism”) so that the number of shares of PBF Energy Common Stock to be issued in the Merger does not exceed 19.9% of the issued and outstanding shares of PBF Energy Common Stock immediately prior to the effective time of the Merger (the “Effective Time”) (the “19.9% Limitation”). The 19.9% Cap Adjustment Mechanism is necessary to ensure that PBF Energy satisfies certain applicable regulatory restrictions regarding issuing common stock without stockholder approval imposed by the New York Stock Exchange (“NYSE”). The 19.9% Cap Adjustment Mechanism would only be triggered if PBF Energy pursues strategic opportunities that have the effect of reducing the outstanding PBF Energy Common Stock prior to the consummation of the Merger. In the event that the 19.9% Cap Adjustment Mechanism is triggered, (i) the Exchange Ratio of 0.270 will be reduced to the minimum extent necessary so that the aggregate number of shares of PBF Energy Common Stock to be issued as Stock Consideration does not exceed the 19.9% Limitation (the “Adjusted Exchange Ratio”), and (ii) the Cash Consideration will be increased by an amount equal to the product of (x) $31.14 (the closing price of PBF Energy Common Stock on the NYSE on July 27, 2022, the last trading day before the public announcement of the Merger), and (y) the difference between the Exchange Ratio and the Adjusted Exchange Ratio.

PBF Energy will not issue any fractional shares in the Merger. Instead, each holder of PBFX Common Units that are converted pursuant to the Merger Agreement who otherwise would have received a fraction of a share of PBF Energy Common Stock will be entitled to receive, in lieu thereof, a cash payment (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) the average trading prices of the PBF Energy Common Stock over the ten consecutive full trading days prior to the closing date of the Merger, and (ii) the fraction of the share of PBF Energy Common Stock that such holder would otherwise be entitled to receive pursuant to the Merger Agreement. Holders of shares of PBF Energy Common Stock will continue to own their existing shares of PBF Energy Common Stock. There will be no change in the ownership of the non-economic general partner interest in PBFX held by PBFX GP, which will continue as a non-economic general partner interest in the surviving entity.

Concurrently with the execution of the Merger Agreement, PBF Energy and PBF LLC entered into a Voting and Support Agreement, dated as of July 27, 2022 (the “Support Agreement”), with PBFX, pursuant to which, among other things, PBF Energy agrees to cause PBF LLC, in its capacity as a limited partner of PBFX, to vote its PBFX Common Units in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger. As of September 28, 2022, PBF LLC owned 29,953,631 PBFX Common Units (representing approximately 47.7% of the issued and outstanding PBFX Common Units).

On July 26, 2022, the Conflicts Committee (which consists of the three members of the GP Board (as defined below) who are independent under PBFX’s governance guidelines, the Third Amended and Restated Agreement of Limited Partnership of PBFX, dated as of February 13, 2019, as amended or supplemented from time to time (the “PBFX Partnership Agreement”) and the listing standards of the NYSE and who are not also executive officers or members of the Board of Directors of PBF Energy (the “PBF Energy Board”) (the “Conflicts Committee”)) of the Board of Directors of PBFX GP (the “GP Board”) in good faith, unanimously resolved: (i) that the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement and the Support Agreement, are fair and reasonable to, and in the best interests of, the PBFX Unitholders other than PBF Energy, PBF LLC, PBFX Holdings, PBFX, PBFX GP or their affiliates (the “PBFX Unaffiliated Unitholders”) and, assuming PBF Energy approved the Merger, PBFX, (ii) to approve the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, (iii) to recommend that the GP Board approve (x) the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, and (y) the execution, delivery and performance of the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, and (iv) to recommend to the GP Board that the GP Board (x) resolve to direct that the Merger Agreement be submitted to a vote of the PBFX Unitholders, and (y) recommend approval of the transactions contemplated by the Merger Agreement, including the Merger, by the PBFX Unitholders.

On July 27, 2022, the GP Board, acting upon the recommendation of the Conflicts Committee, unanimously: (i) approved the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the Support Agreement, (ii) approved the submission of the Merger Agreement and the transactions contemplated thereby, including the Merger, to a vote of the PBFX Unitholders, and (iii) determined to recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the PBFX Unitholders.

PBFX will hold a virtual special meeting of the PBFX Unitholders in connection with the proposed Merger on    , 2022 at 10:00 a.m., Eastern Time, via audio webcast at https://www.virtualshareholdermeeting.com/PBFX2022SM. At the special meeting, the PBFX Unitholders will be asked to vote on the proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Merger Proposal”). Pursuant to the PBFX Partnership Agreement, approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding PBFX Common Units, which includes the PBFX Common Units owned directly or indirectly by PBF Energy and its subsidiaries. In addition, at the special meeting, the PBFX Unitholders will be asked to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and transactions contemplated thereby, including the Merger, at the time of the special meeting (the “Adjournment Proposal”).

PBFX Unitholders will NOT be able to attend the special meeting in-person. The accompanying proxy statement/prospectus includes instructions on how to access the special meeting and how to listen and vote from home or any remote location with Internet connectivity. You or your proxy holder will be able to virtually attend and vote at the special meeting by visiting https://www.virtualshareholdermeeting.com/PBFX2022SM and using the control number on your proxy card.

The parties to the Merger Agreement cannot complete the Merger unless holders of a majority of the PBFX Common Units approve the Merger Proposal. Accordingly, your vote is very important regardless of the number of PBFX Common Units you own. Voting instructions are set forth inside this proxy statement/prospectus.

The GP Board recommends that the PBFX Unitholders vote “FOR” the Merger Proposal and that the PBFX Unitholders vote “FOR” the Adjournment Proposal. The PBFX Unitholders should be aware that certain of the directors and executive officers of PBFX GP may have interests in the Merger that are different from, or in addition to, the interests they may have as a PBFX Unitholder. See “Special Factors—Interests of Certain Persons in the Merger.”

This proxy statement/prospectus provides you with detailed information about the Merger and related matters. You are encouraged to read the entire document (including the annexes and the documents incorporated into this proxy statement/prospectus by reference) carefully. In particular, see “Risk Factors” beginning on page 21 of this proxy statement/prospectus for a discussion of risks relevant to the Merger and PBF Energy’s business following the Merger.

Shares of PBF Energy Common Stock are listed on the NYSE under the symbol “PBF,” and PBFX Common Units are listed on the NYSE under the symbol “PBFX.” The last reported sale price of PBF Energy Common Stock on the NYSE on September 28, 2022 was $35.44 per share. The last reported sale price of PBFX Common Units on the NYSE on September 28, 2022 was $18.99 per unit.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger, has passed upon the merits or fairness of the Merger or has determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated    , 2022 and is being first mailed to the PBFX Unitholders on or about    , 2022.

A virtual special meeting (the “PBFX Special Meeting”) of unitholders of PBF Logistics LP (“PBFX”) will be held exclusively via a live audio webcast on    , 2022 at 10:00 a.m., Eastern Time, at https://www.virtualshareholdermeeting.com/PBFX2022SM, for the following purposes:

The GP Board (as defined below) has determined to convene and conduct the PBFX Special Meeting via a live audio webcast in a virtual meeting format at https://www.virtualshareholdermeeting.com/PBFX2022SM. PBFX Unitholders (as defined below) will NOT be able to attend the PBFX Special Meeting in-person. The accompanying proxy statement/prospectus includes instructions on how to access the virtual PBFX Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. You or your proxy holder will be able to virtually attend and vote at the virtual PBFX Special Meeting by visiting https://www.proxyvote.com and using the control number on your proxy card.

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Merger, Merger Sub will be merged with and into PBFX (the “Merger”), with PBFX surviving as an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding common units representing limited partner interests in PBFX (“PBFX Common Units,” and holders of PBFX Common Units, the “PBFX Unitholders”). The Adjournment Proposal requires approval by the affirmative vote of holders of a majority of the outstanding PBFX Common Units entitled to vote represented in person or by proxy at the PBFX Special Meeting. Concurrently with the execution of the Merger Agreement, PBF Energy, PBF LLC and PBFX entered into a Voting and Support Agreement, dated as of July 27, 2022 (the “Support Agreement”), pursuant to which, among other things, PBF Energy agrees to cause PBF LLC, in its capacity as a limited partner of PBFX, to vote its PBFX Common Units in favor of the Merger Proposal. As of September 28, 2022, PBF LLC owned 29,953,631 PBFX Common Units (representing approximately 47.7% of the issued and outstanding PBFX Common Units). The parties to the Merger Agreement cannot complete the Merger unless holders of a majority of the PBFX Common Units approve the Merger Proposal. Accordingly, your vote is very important regardless of the number of PBFX Common Units you own.

The Conflicts Committee (which consists of the three members of the GP Board (as defined below) who are independent under PBFX’s governance guidelines, the Third Amended and Restated Agreement of Limited Partnership of PBFX, dated as of February 13, 2019, as amended or supplemented from time to time (the

“PBFX Partnership Agreement”) and the listing standards of the New York Stock Exchange (“NYSE”) and who are not also executive officers or members of the Board of Directors of PBF Energy (the “PBF Energy Board”) (the “Conflicts Committee”)) of the Board of Directors of PBFX GP (the “GP Board”) in good faith, unanimously resolved: (i) that the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement and the Support Agreement, are fair and reasonable to, and in the best interests of, the PBFX Unitholders other than PBF Energy, PBF LLC, PBFX Holdings, PBFX, PBFX GP or their affiliates (the “PBFX Unaffiliated Unitholders”) and, assuming PBF Energy approved the Merger, PBFX, (ii) to approve the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, (iii) to recommend that the GP Board approve (x) the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, and (y) the execution, delivery and performance of the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, and (iv) to recommend to the GP Board that the GP Board (x) resolve to direct that the Merger Agreement be submitted to a vote of the PBFX Unitholders, and (y) recommend approval of the transactions contemplated by the Merger Agreement, including the Merger, by the PBFX Unitholders.

The GP Board, acting upon the recommendation of the Conflicts Committee, unanimously: (i) approved the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the Support Agreement, (ii) approved the submission of the Merger Agreement and the transactions contemplated thereby, including the Merger, to a vote of the PBFX Unitholders, and (iii) determined to recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the PBFX Unitholders. The GP Board recommends that the PBFX Unitholders vote “FOR” the Merger Proposal and that the PBFX Unitholders vote “FOR” the Adjournment Proposal. For more information regarding the recommendations of the Conflicts Committee and the GP Board, see “Special Factors—Recommendations of the Conflicts Committee and the GP Board and their Reasons for the Merger.”

The PBFX Unitholders should be aware that certain of the directors and executive officers of PBFX GP may have interests in the Merger that are different from, or in addition to, the interests they may have as a PBFX Unitholder. See “Special Factors—Interests of Certain Persons in the Merger.”

Only the PBFX Unitholders of record at the close of business on    , 2022 are entitled to notice of and to vote at the PBFX Special Meeting. References to the PBFX Special Meeting in this proxy statement/prospectus are to such virtual special meeting as the same may be adjourned or postponed.

TO PARTICIPATE IN THE VIRTUAL MEETING, A PBFX UNITHOLDER OF RECORD WILL NEED THE CONTROL NUMBER INCLUDED ON SUCH PBFX UNITHOLDER’S PROXY CARD OR INSTRUCTIONS THAT ACCOMPANIED SUCH PBFX UNITHOLDER’S PROXY MATERIALS. THE LIVE AUDIO WEBCAST OF THE PBFX SPECIAL MEETING WILL BEGIN PROMPTLY ON    , 2022 AT 10:00 A.M., EASTERN TIME, AT HTTPS://WWW.VIRTUALSHAREHOLDERMEETING.COM/PBFX2022SM. THE PBFX UNITHOLDERS ARE ENCOURAGED TO ACCESS THE PBFX SPECIAL MEETING PRIOR TO THE START TIME. IF YOU ENCOUNTER ANY DIFFICULTIES ACCESSING THE VIRTUAL MEETING OR DURING THE MEETING TIME, PLEASE CALL THE TECHNICAL SUPPORT NUMBER THAT WILL BE POSTED ON THE VIRTUAL MEETING LOGIN PAGE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE PBFX SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS:

The enclosed proxy statement/prospectus provides a detailed description of the Merger and the Merger Agreement. You are urged to read this proxy statement/prospectus, including any documents incorporated by reference, and the Annexes carefully and in their entirety. This proxy statement/prospectus and the Notice of Virtual Special Meeting of Unitholders relating to the Merger will be available at https://www.proxyvote.com. If you have any questions concerning the Merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your PBFX Common Units, please contact PBFX’s proxy solicitor:

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”), constitutes a proxy statement of PBFX under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the solicitation of proxies for the PBFX Special Meeting to, among other things, approve the Merger Proposal. This proxy statement/prospectus does not constitute the solicitation of a proxy in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

As permitted under the rules of the SEC, this proxy statement/prospectus incorporates by reference important business and financial information about PBF Energy and PBFX from other documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 146. You can obtain any of the documents incorporated by reference into this document from PBF Energy or PBFX, as the case may be, or from the SEC’s website at http://www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from PBF Energy or PBFX at the following addresses and telephone numbers:

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this proxy statement/prospectus.

You may obtain certain of these documents at PBF Energy’s website, http://www.pbfenergy.com, and at PBFX’s website, http://www.pbflogistics.com. Information contained on PBF Energy’s and PBFX’s websites is expressly not incorporated by reference into this proxy statement/prospectus.

In order to receive timely delivery of requested documents in advance of the PBFX Special Meeting, your request should be received no later than five business days before the date of the PBFX Special Meeting, which means your request should be received no later than    , 2022. If you request any documents, PBFX will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

In “Questions and Answers About the Merger and the PBFX Special Meeting” and in the “Summary Term Sheet” below, selected information from this proxy statement/prospectus is highlighted, but not all of the information that may be important to you is included. To better understand the Merger Agreement and the Merger, and for a more complete description of its legal terms, you should carefully read this entire proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 21 and the Merger Agreement, a copy of which is attached hereto as Annex A, as well as the other annexes and the documents that are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

PBF Energy and PBFX have not authorized anyone to give any information or make any representation about the Merger, PBF Energy or PBFX that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated by reference into this proxy statement/prospectus. Therefore, if anyone distributes this type of information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies are unlawful, or you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, or in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. All information in this document concerning PBF Energy has been furnished by PBF Energy. All information in this document concerning PBFX has been furnished by PBFX.

Important Information and Risks. The following are brief answers to some questions that you may have regarding the Merger Agreement, the Merger and the PBFX Special Meeting. You should read and consider carefully the remainder of this proxy statement/prospectus, including the Risk Factors beginning on page 21 and the attached Annexes, because the information in this section does not provide all of the information that might be important to you. Additional important information and descriptions of risk factors are also contained in the documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 146.

In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for the approval of the applicable proposals described in this proxy statement/prospectus. In addition, you should read and carefully consider the risks associated with each of PBF Energy and PBFX and their respective businesses. These risks can be found in PBF Energy’s and PBFX’s respective Annual Reports on Form 10-K for the year ended December 31, 2021, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For further information regarding the documents incorporated into this proxy statement/prospectus by reference, please see the section titled “Where You Can Find More Information” beginning on page 146. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on PBF Energy’s, PBFX’s or the combined organization’s businesses, financial condition, cash flows and results of operations and could result in a decline in the trading prices of the PBF Energy Common Stock or the PBFX Common Units.

The completion of the Merger is not assured and is subject to certain risks, including the risk that certain conditions of the Merger Agreement, such as required regulatory approvals, some of which are beyond PBFX’s and PBF Energy’s control, are not satisfied or waived, which may prevent, delay or otherwise result in the Merger not occurring. The Merger Agreement contains conditions that, if not satisfied or waived, would result in the Merger not occurring, even though the PBFX Unitholders may have voted in favor of the Merger Proposal. Failure to complete, or significant delays in completing, the Merger could negatively affect each party’s business and financial results and the trading prices of PBF Energy Common Stock and PBFX Common Units. See “The Merger Agreement—Conditions to Completion of the Merger.”

The market value of the consideration that the PBFX Public Unitholders will receive in the Merger will depend on the trading price of PBF Energy Common Stock at the closing of the Merger. The Exchange Ratio that determines the number of shares of PBF Energy Common Stock that PBFX Public Unitholders will receive in the Merger is fixed at 0.270 shares of PBF Energy Common Stock for each PBFX Common Unit (except in the case of the 19.9% Cap Adjustment Mechanism). This means that there is no mechanism contained in the Merger Agreement (other than the 19.9% Cap Adjustment Mechanism) that would adjust the number of shares of PBF Energy Common Stock that PBFX Public Unitholders will receive based on any decreases or increases in the trading price of PBF Energy Common Stock. Stock or unit price changes may result from a variety of factors (many of which are beyond PBF Energy’s and PBFX’s control), including:

If the price of PBF Energy Common Stock at the closing of the Merger is less than the price of PBF Energy Common Stock on the date that the Merger Agreement was executed, then the market value of the Merger Consideration will be less than contemplated at the time the Merger Agreement was executed.

Uncertainty about the effect of the Merger on employees of PBF Energy subsidiaries and the companies that do business with PBF Energy and PBFX may have an adverse effect on PBF Energy and PBFX’s respective businesses. These uncertainties may impair the ability of both PBF Energy and PBFX to attract, retain and motivate key personnel and suppliers until the Merger is completed and for a period of time thereafter, and could cause those that transact with PBF Energy and PBFX to seek to change their existing business relationships.

As described in this proxy statement/prospectus, completing the proposed Merger is subject to several conditions, not all of which are controllable by PBF Energy or PBFX. Accordingly, if the proposed Merger is approved by the PBFX Unitholders, the date that PBFX Public Unitholders will receive the Merger Consideration depends on the completion date of the Merger, which is uncertain and subject to several other closing conditions.

Because the Exchange Ratio is fixed (except in the case of the 19.9% Cap Adjustment Mechanism) and because the market price of PBF Energy Common Stock will fluctuate prior to the completion of the Merger, the PBFX Unitholders cannot be sure of the market value of the PBF Energy Common Stock they will receive as Merger Consideration relative to the value of PBFX Common Units they exchange.

PBF Energy and PBFX expect to incur substantial nonrecurring expenses in connection with completing the Merger, including fees paid to legal, financial and accounting advisors, filing fees, proxy solicitation costs and printing costs. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. PBF Energy and PBFX may in the future be defendants in one or more lawsuits relating to the Merger Agreement and the Merger. PBF Energy and PBFX cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in PBF Energy’s and PBFX’s favor, could be substantial, and such litigation could divert management time and resources of PBF Energy and PBFX from pursuing the consummation of the Merger and other potentially beneficial business opportunities.

Certain executive officers and directors of PBFX GP own equity interests in PBF Energy, receive fees and other compensation from PBF Energy, and have rights to ongoing indemnification and insurance coverage by PBF Energy (as executives of PBF Energy) and PBFX and will have rights to indemnification and insurance coverage by the surviving company, including pursuant to a “tail policy” to be purchased with respect to PBFX’s existing directors’ and officers’ liability insurance policy, that give them interests in the Merger that may be different from, or be in addition to, interests of the PBFX Public Unitholders.

Additionally, certain executive officers and directors of PBF Energy beneficially own PBFX Common Units and will receive the applicable Merger Consideration upon completion of the Merger, receive fees and other compensation from PBF Energy, and are entitled to indemnification arrangements with PBF Energy that give them interests in the Merger that may be different from, or be in addition to, interests of the PBF Energy Stockholders.

These different interests are described in “Special Factors—Interests of Certain Persons in the Merger.”

The Conflicts Committee received an opinion from its financial advisor, Intrepid, in connection with the signing of the Merger Agreement based on circumstances and conditions existing at that time. Changes in the operations and prospects of PBF Energy and PBFX, general market and economic conditions and other factors that may be beyond the control of PBF Energy or PBFX, and on which Intrepid’s opinion was based, may significantly alter the value of PBF Energy and/or PBFX or the prices of PBF Energy’s Common Stock or PBFX’s Common Units by the time the Merger is completed. The opinion speaks only as of the date rendered and, accordingly, does not address the fairness of the Merger Consideration from a financial point of view as of any date other than the date of such opinion, including upon completion of the Merger.

In connection with the Merger, PBF Energy prepared and considered, among other things, internal financial forecasts for PBF Energy and PBFX. These forecasts speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. In addition, the failure of businesses to achieve projected results could have a material adverse effect on the share price of PBF Energy Common Stock and on PBF Energy’s financial position and ability to maintain or increase its dividends following the Merger.

As permitted under the PBFX Partnership Agreement, due to the potential conflicts of interest between PBF Energy and PBFX GP, on the one hand, and PBFX and the PBFX Unaffiliated Unitholders, on the other hand, the GP Board submitted the Merger and related matters to the Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval of a majority of its members, which is referred to as “Special Approval” in the PBFX Partnership Agreement and this proxy statement/prospectus. The duties of PBFX GP, the GP Board and the Conflicts Committee to the PBFX Unitholders in connection with the Merger are substantially limited by the PBFX Partnership Agreement, pursuant to which:

The Conflicts Committee reviewed, negotiated and evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of PBFX and the PBFX Unaffiliated Unitholders. Among other things, the Conflicts Committee unanimously resolved: (i) that the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement and the Support Agreement, are fair and reasonable to, and in the best interests of, the PBFX Unaffiliated Unitholders and, assuming PBF Energy approved the Merger, PBFX, (ii) to approve the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, (iii) to recommend that the GP Board approve (x) the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, and (y) the execution, delivery and performance of the Merger Agreement and the

Support Agreement and the transactions contemplated thereby, including the Merger, and (iv) to recommend to the GP Board that the GP Board (x) resolve to direct that the Merger Agreement be submitted to a vote of the PBFX Unitholders, and (y) recommend approval of the transactions contemplated by the Merger Agreement, including the Merger, by the PBFX Unitholders.

Following completion of the Merger, PBFX Public Unitholders will no longer hold PBFX Common Units, but will instead be PBF Energy Stockholders. There are important differences between the rights of the PBFX Unitholders and the rights of the PBF Energy Stockholders. Ownership interests in a limited partnership are fundamentally different from ownership interests in a corporation. The PBFX Unitholders will own PBF Energy Common Stock following the completion of the Merger, and their rights associated with the PBF Energy Common Stock will be governed by PBF Energy’s organizational documents and the DGCL, which differ in a number of respects from the PBFX Partnership Agreement and the Delaware LP Act. See “Comparison of the Rights of the PBF Energy Stockholders and the PBFX Unitholders.”

Following completion of the Merger, PBFX Public Unitholders will no longer hold PBFX Common Units, and will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Current PBF Energy Stockholders and former PBFX Public Unitholders may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, in order to comply with institutional investing guidelines, to increase diversification or to track any rebalancing of stock indices in which PBF Energy Common Stock or PBFX Common Units are or were included. If, following the completion of the Merger, large amounts of PBF Energy Common Stock are sold, the price of PBF Energy Common Stock could decline.

Furthermore, PBF Energy cannot predict the effect that issuances and sales of shares of PBF Energy Common Stock, whether taking place before completion of Merger (subject to the limitations of the Merger Agreement) or after completion of the Merger, including issuances and sales in connection with capital markets transactions, acquisition transactions or other transactions, may have on the market value of PBF Energy Common Stock. The issuance and sale of substantial amounts of PBF Energy Common Stock could adversely affect its market value.

There can be no assurance that PBF Energy will be able to realize the expected benefits of the Merger (including related synergies). The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the Merger.

In addition to reading the following risk factors, you are urged to read “United States Federal Income Tax Consequences” for a more complete discussion of the expected U.S. federal income tax consequences of the Merger and owning and disposing of PBF Energy Common Stock received in the Merger.

The receipt of PBF Energy Common Stock and cash in exchange for PBFX Public Common Units pursuant to the Merger Agreement should be a taxable transaction for U.S. federal income tax purposes. In such case, as a result of the Merger, a PBFX Public Unitholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such PBFX Public Unitholder’s amount realized and the PBFX Public Unitholder’s adjusted tax basis in the PBFX Public Common Units. The amount of gain or loss recognized by each PBFX Public Unitholder in the Merger will vary depending on each PBFX Public Unitholder’s particular situation, including the value of the shares of PBF Energy Common Stock and the amount of cash received by each PBFX Public Unitholder in the Merger, the adjusted tax basis of the PBFX Public Common Units exchanged by each PBFX Public Unitholder in the Merger, and the amount of any suspended passive losses that may be available to a particular PBFX Public Unitholder to offset a portion of the gain recognized by the PBFX Public Unitholder.

Because the value of any PBF Energy Common Stock received in the Merger will not be known until the Effective Time, a PBFX Public Unitholder will not be able to determine its amount realized, and therefore its taxable gain or loss, until such time. In addition, because prior distributions in excess of a PBFX Public Unitholder’s allocable share of PBFX’s net taxable income decrease the PBFX Public Unitholder’s tax basis in its common units, the amount, if any, of the prior excess distributions with respect to such PBFX Public Common Units will, in effect, become taxable income to a PBFX Public Unitholder if the aggregate value of the consideration received in the Merger is greater than the PBFX Public Unitholder’s adjusted tax basis in its common units, even if the aggregate value of the consideration received in the Merger is less than the PBFX Public Unitholder’s original cost basis in its PBFX Public Common Units. Furthermore, a portion of this gain or loss, which could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by PBFX and its subsidiaries.

For a more complete discussion of U.S. federal income tax consequences of the Merger, see “United States Federal Income Tax Consequences.”

PBFX is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income taxes. Instead, each PBFX Unitholder is required to take into account its respective share of PBFX’s items of income, gain, loss and deduction in computing its federal income tax liability, even if no cash distributions are made by PBFX to the unitholder. A pro rata distribution of cash by PBFX to a PBFX Unitholder who is a U.S. Holder is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the unitholder’s adjusted tax basis in its PBFX Common Units.

In contrast, PBF Energy is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by PBF Energy to a stockholder who is a U.S. Holder will generally be included in such stockholder’s income as ordinary dividend income to the extent of PBF Energy’s current or accumulated “earnings and profits,” as determined under U.S. federal income tax principles. A portion of the cash distributed to PBF Energy Stockholders by PBF Energy after the Merger may exceed PBF Energy’s current and accumulated earnings and profits. Cash distributions to a PBF Energy Stockholder who is a U.S. Holder in excess of PBF Energy’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing the adjusted tax basis in the holder’s PBF Energy Common Stock and, to the extent the cash distribution exceeds the holder’s adjusted tax basis, as capital gain from the sale or exchange of such PBF Energy Common Stock. See “United States Federal Income Tax Consequences.”

The SEC allows PBFX to “incorporate by reference” information into this proxy statement/prospectus. This means that PBFX can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement/prospectus. This proxy statement/prospectus and the information that PBFX later files with the SEC may update and supersede the information incorporated by reference. The audited consolidated financial statements of PBFX for the two years ended December 31, 2021 and 2020 are incorporated herein by reference to PBFX’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), originally filed on February 17, 2022 (see page 7 of the 2021 Form 10-K and the following pages).

The following tables present selected consolidated financial and operating information for PBFX. PBFX’s summary of consolidated statements of operations presented below for the years ended December 31, 2021 and 2020 and PBFX’s summary consolidated balance sheets presented below as of December 31, 2021 and 2020 have been derived from PBFX’s audited consolidated financial statements, which are included in PBFX’s 2021 Form 10-K (see page 7 and the following pages). PBFX’s summary of consolidated statements of operations presented below for the six months ended June 30, 2022 and 2021 and PBFX’s summary of consolidated balance sheets presented below as of June 30, 2022 have been derived from PBFX’s financial results from the quarter ended June 30, 2022, which are included in PBFX’s Form 10-Q filed with the SEC on July 28, 2022. You should read the following data in conjunction with the consolidated financial statements and the related notes thereto set forth in PBFX’s 2021 Form 10-K and in conjunction with the financial results from the quarter ended June 30, 2022 included in PBFX’s Form 10-Q filed with the SEC on July 28, 2022, each of which is incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

PBFX’s historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial and operating information below should be read in conjunction with, and is qualified in its entirety by reference to, PBFX’s audited consolidated financial statements and the related notes and other financial information, which are also incorporated into this proxy statement/prospectus by reference. See “Where You Can Find More Information.”

PBF Energy advises that the acquisition of PBFX is not significant and, as such pro forma information has not been provided pursuant to Item 5 of this Form S-4. Further, PBF Energy has concluded that the pro forma information required by Item 914 of Subpart 229.900 of Regulation S-K is not material and therefore, pursuant to Instruction (1) to Item 914 of Subpart 229.900 of Regulation S-K, pro forma financial information has not been provided.

As of June 30, 2022, the book value per PBFX Common Unit was $4.60. Book value per PBFX Common Unit is computed by dividing total equity of $288.4 million as of June 30, 2022 by the total PBFX Common Units outstanding on that date of 62,732,078 PBFX Common Units.

Shares of PBF Energy Common Stock are traded on the NYSE under the ticker symbol “PBF” and the PBFX Common Units are traded on the NYSE under the ticker symbol “PBFX.” On July 27, 2022, the last trading day prior to the public announcement of the execution of the Merger Agreement, the reported closing price of shares of PBF Energy Common Stock and PBFX Common Units on the NYSE was $31.14 per share of PBF Energy Common Stock and $18.27 per PBFX Common Unit. As of July 27, 2022, the equivalent per unit value of the PBF Energy Common Stock included in the Merger Consideration for each PBFX Common Unit, which per unit value is calculated as the product of (i) the applicable PBF Energy Common Stock closing price, and (ii) 0.270, the Exchange Ratio, is $8.4078. The receipt of Merger Consideration in exchange for PBFX Public Common Units pursuant to the Merger should be a taxable transaction to PBFX Public Unitholders. See “United States Federal Income Tax Consequences.” On    , 2022, the most recent practicable date before the printing of this proxy statement/prospectus, the reported closing price of shares of PBF Energy Common Stock and PBFX Common Units on the NYSE was $   per share of PBF Energy Common Stock and $   per PBFX Common Unit. As of    , 2022, the equivalent per unit value of the PBF Energy Common Stock included in the Merger Consideration for each PBFX Common Unit, which per unit value is calculated as the product of (i) the applicable PBF Energy Common Stock closing price, and (ii) 0.270, the Exchange Ratio, is $   .

On    , 2022, the most recent practicable date before the printing of this proxy statement/prospectus, high and low reported sales prices of PBFX Common Units were $   and $    , respectively, and there were approximately   PBFX Unitholders, including beneficial owners of PBFX Common Units held in “street name.”

The following table shows the high and low prices per PBFX Common Unit as well as the cash distribution paid per PBFX Common Unit, as reported by the NYSE, during the periods indicated.

The above table may not provide meaningful information to the PBFX Unitholders in connection with making any decisions with respect to the Merger. The PBFX Unitholders are urged to obtain current market quotations for shares of PBF Energy Common Stock and PBFX Common Units and to review carefully the other information contained in this proxy statement/prospectus or incorporated herein by reference in making any decisions with respect to the Merger. See “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Historical performance is not necessarily indicative of any performance to be expected in the future. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

There have been no sales in the last 60 days in the PBFX Common Units by PBFX, PBFX GP or the Parent Entities or any executive officer, director, associate or majority-owned subsidiary of the foregoing parties or by any pension, profit-sharing or similar plan of the foregoing parties. PBFX has not repurchased any PBFX Common Units at any time within the past two years.

As part of its strategic plan, PBF Energy suspended its quarterly cash dividend of $0.30 per share of PBF Energy Common Stock commencing with the quarter ended March 31, 2020. The declaration and payment of dividends by PBF Energy is subject to the discretion of the PBF Energy Board, and no assurance can be given that PBF Energy will again pay dividends in the future. The PBF Energy Board’s determination to pay dividends in the future will depend upon, among other things, general business conditions, PBF Energy’s financial results, contractual and legal restrictions regarding the payment of dividends by PBF Energy, planned investments by PBF Energy, and such other factors as the PBF Energy Board deems relevant.

As of September 28, 2022, there were (i) 122,303,893 shares of PBF Energy Common Stock outstanding with approximately 23 holders of record of PBF Energy Common Stock, and (ii) 13 shares of PBF Class B Common Stock with 13 holders of record of PBF Class B Common Stock.

The PBFX Partnership Agreement provides that on or about the last day of each of February, May, August and November following the end of each quarter, PBFX will distribute an amount equal to 100% of Available Cash (as defined in the PBFX Partnership Agreement) with respect to such quarter, if any, to the PBFX Unitholders of record on the applicable record date. As a result of the conversion and cancellation of PBFX Common Units held by the PBFX Public Unitholders in connection with the Merger, PBFX will no longer make quarterly distributions to the PBFX Public Unitholders following the closing of the Merger.

During the term of the Merger Agreement, PBFX GP will consider and, if appropriate for PBFX, approve and declare, and cause PBFX to pay, a cash distribution to the PBFX Unitholders (including the PBFX Public Unitholders) in accordance with past practice for each completed calendar quarter ending prior to the closing date of the Merger in an amount equal to not less than the current per PBFX Common Unit distribution rate of $0.30 per PBFX Common Unit per completed calendar quarter to the extent a distribution is declared and the closing does not occur prior to the applicable record date established by the GP Board with respect to such quarterly distribution. Neither PBFX nor PBFX GP shall be required to take any action with respect to a cash distribution if such action would violate applicable law, the certificate of limited partnership of PBFX, the PBFX Partnership Agreement or any contract to which PBFX or PBFX GP is a party as of July 27, 2022. See “The Merger Agreement—Dividends and Distributions.”

As of September 28, 2022, there were approximately 62,741,662 PBFX Common Units outstanding and there were approximately 10 holders of record of PBFX Common Units.

The Merger Agreement restricts the ability of PBFX to declare, authorize, set aside or pay any dividend or distribution payable in cash, stock or property in respect of the PBFX Common Units prior to the consummation of the Merger, other than payment of regular quarterly cash distributions to the PBFX Unitholders at the current per PBFX Common Unit distribution rate of $0.30 per PBFX Common Unit. See “The Merger Agreement—Conduct of Business Prior to Closing.”

Because the Exchange Ratio is fixed (except in the case of the 19.9% Cap Adjustment Mechanism) and because the market price of PBF Energy Common Stock will fluctuate prior to the completion of the Merger, the PBFX Unitholders cannot be sure of the market value of the PBF Energy Common Stock they will receive as Merger Consideration relative to the value of PBFX Common Units they exchange. See “Risk Factors” beginning on page 21.

This proxy statement/prospectus contains certain “forward-looking statements,” as defined under federal securities laws, 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 any entity makes relating to its estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our strategies, objectives, intentions, resources and expectations regarding future industry trends are forward-looking statements except to the extent such statements relate to the operations of a partnership or limited liability company. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, the actual results of the applicable entity may differ materially from those that such entity expected. Many of the forward-looking statements included in this proxy statement/prospectus are derived from operating budgets and forecasts, which are based upon many detailed assumptions. While management of PBF Energy and PBFX, as applicable, believes that their assumptions are reasonable, you are cautioned that it is very difficult to predict the impact of known factors, and, of course, it is impossible for management to anticipate all factors that could affect actual results.

All forward-looking information in this proxy statement/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 could affect results include:

You are cautioned that the foregoing list of important factors may not contain all of the material factors that are important to you. In evaluating these factors and our forward-looking statements, you should carefully consider the risks described herein and in the other reports that PBF Energy and PBFX file with the SEC. See the sections entitled “Risk Factors” beginning on page 21 of this proxy statement/prospectus and “Where You Can Find More Information” beginning on page 146 of this proxy statement/prospectus. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this proxy statement/prospectus may not in fact occur. Accordingly, investors should not place undue reliance on those statements.

Forward-looking statements included herein speak only as of the date of this proxy statement/prospectus. Except as required by applicable law, including Rule 13e-3 under the Exchange Act and the securities laws of the United States, there is no intention 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.

PBF Energy is a corporation incorporated under the laws of the State of Delaware in November 2011. Shares of PBF Energy Common Stock are listed on the NYSE under the trading symbol “PBF.” PBF Energy is 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. PBF Energy is a holding company whose primary asset is a controlling equity interest in PBF LLC. PBF Energy is the sole managing member, and owner of approximately 99.3% of the outstanding economic interests in PBF LLC as of September 28, 2022.

PBF Energy’s principal executive offices are located at One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and its telephone number is (973) 455-7500.

PBF LLC is a limited liability company formed under the laws of the State of Delaware in May 2010, and is a holding company for the companies that directly and indirectly own and operate the business of PBF Energy. As of September 28, 2022, PBF LLC beneficially owned approximately 47.7% of the issued and outstanding PBFX Common Units and 100% of the limited liability company interests of PBFX GP, which owns the non-economic general partner interest in PBFX. The PBFX Common Units owned by PBF LLC and the non-economic general partner interest will remain outstanding and will be unaffected by the Merger. There will be no change in ownership of the non-economic general partner interest.

PBF LLC’s principal executive offices are located at One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and its telephone number is (973) 455-7500.

PBFX is a fee-based, growth-oriented, Delaware master limited partnership formed in February 2013 by subsidiaries of PBF Energy to own or lease, operate, develop and acquire crude oil and refined products, terminals, pipelines, storage facilities and similar logistics assets. PBFX GP is PBFX’s general partner and is wholly owned by PBF LLC. The PBFX Common Units trade on the NYSE under the symbol “PBFX,” and, as of September 28, 2022, PBF LLC held 47.7% of the issued and outstanding PBFX Common Units, with the remaining 52.3% of the PBFX Common Units held by public unitholders. PBF LLC also directly owns 100% of the limited liability company interests of PBFX GP, which owns the non-economic general partner interest in PBFX.

PBFX’s and PBFX GP’s principal executive offices are located at One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and their telephone number is (973) 455-7500.

PBFX Holdings, a wholly owned subsidiary of PBF LLC, is a Delaware corporation formed on July 25, 2022, for the purpose of effecting the Merger. Upon completion of the Merger, PBFX Holdings will hold a 1% limited partner interest in PBFX. PBFX Holdings has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.

PBFX Holdings’ principal executive offices are located at One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and its telephone number is (973) 455-7500.

Merger Sub, a wholly owned subsidiary of PBF LLC, is a Delaware limited liability company formed on July 25, 2022, for the purpose of effecting the Merger. In connection with the Merger, Merger Sub will merge with and into PBFX, with PBFX surviving as an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.

Merger Sub’s principal executive offices are located at One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and its telephone number is (973) 455-7500.

During the past five years, none of the entities described above have been (i) convicted in a criminal proceeding, or (ii) party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the entity from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

This section of the document describes the material aspects of the Merger, but it may not contain all of the information that is important to you. The following discussion of the Merger is qualified in its entirety by reference to the Merger Agreement. You are urged to carefully read the Merger Agreement in its entirety, a copy of which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein.

The proposed Merger is a “going-private” transaction under SEC rules and the Exchange Act. Accordingly, Rule 13e-3 and related rules under the Exchange Act require that the Parent Entities and PBFX GP make certain disclosures regarding the Merger. This “Special Factors” section contains various information that you should read carefully. For example, the section entitled “—Effects of the Merger” explains the material steps for completing the Merger and results of the Merger, including the surviving entity. The section entitled “—Background of the Merger” explains, among other things, PBF Energy’s purposes for the merger, the alternative methods of achieving such purposes considered by the PBF Energy Board and the general negotiation of the Merger Agreement. The sections entitled “—Recommendations of the Conflicts Committee and the GP Board and their Reasons for the Merger” and “—Position of the Parent Entities as to the Fairness of the Merger” respectively explain why the Conflicts Committee and the GP Board, on the one hand, and the Parent Entities, on the other hand, believe the Merger is fair and reasonable to, and in the best interests of, PBFX Unaffiliated Unitholders. The section entitled “—Opinion of the Financial Advisor to the Conflicts Committee” summarizes the process and methodologies followed by Intrepid in rendering its opinion to the Conflicts Committee. You are encouraged to carefully read this “Special Factors” section and this entire proxy statement/prospectus, along with the documents incorporated herein by reference.

On July 27, 2022, PBF Energy, PBF LLC, PBFX Holdings, Merger Sub, PBFX and PBFX GP entered into the Merger Agreement, pursuant to which PBF Energy will acquire all of the PBFX Public Common Units. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into PBFX, with PBFX surviving as an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings.

As of September 28, 2022, PBF LLC owned 29,953,631 PBFX Common Units, representing approximately 47.7% of the issued and outstanding PBFX Common Units. PBF Energy and its subsidiaries also own 100% of the limited liability company interests of the general partner, which owns the non-economic general partner interest in PBFX. PBF Energy controls PBFX through its indirect ownership of the general partner, and the fact that certain of the executive officers and directors of the general partner are also officers and/or directors of PBF Energy (and/or its subsidiaries).

If the Merger is completed, (i) PBFX will become an indirect subsidiary of PBF Energy, owned 99% by PBF LLC and 1% by PBFX Holdings, (ii) the PBFX Public Unitholders will no longer have an equity interest in PBFX, (iii) the PBFX Common Units will no longer be listed on the NYSE, (iv) PBFX will commence the suspension and termination of the registration of the PBFX Common Units with the SEC, (v) the PBFX Common Units owned by PBF Energy and its subsidiaries immediately prior to the Effective Time will remain outstanding as equity interests in the surviving entity, and (vi) the non-economic general partner interest in PBFX held by the general partner will remain outstanding as a non-economic general partner interest in the surviving entity, and the general partner will continue as the sole general partner of the surviving entity. No party will deliver any Merger Consideration in respect of the non-economic general partner interest held by PBFX GP and there will be no change in the ownership thereof.

PBFX’s net book value (calculated as total assets minus total liabilities) as of June 30, 2022 was approximately $288.4 million, and PBFX’s net income attributable to the partners for the fiscal quarter ended June 30, 2022 was approximately $39.2 million. As of June 30, 2022, PBF LLC owned 29,953,631 PBFX Common Units, representing an effective beneficial ownership by PBF LLC of 47.7% of PBFX’s net book value (approximately $137.6 million), as well as an effective beneficial ownership by PBF LLC attributable to approximately 47.7% of PBFX’s net income attributable to the partners for the fiscal quarter ended June 30, 2022 (approximately $18.7 million). If the Merger is consummated, PBF LLC’s aggregate beneficial interest in PBFX’s net book value will increase to 100% and net income will increase to 100%. Accordingly, if the Merger

is consummated, PBF LLC’s aggregate beneficial interest in PBFX’s net book value will increase to approximately $288.4 million, and net income attributable to the partners will increase to approximately $39.2 million (based on PBFX’s June 30, 2022 financial data). PBF LLC and its affiliates will also be entitled to any future increase in PBFX’s value and all income generated by PBFX’s operations going forward.

The PBF Energy Board and PBF Energy management, which is responsible for overseeing PBF Energy’s business, together with the GP Board and PBFX GP management, regularly review and assess operational and strategic opportunities to increase value for PBF Energy’s and PBFX’s respective investors. In connection with these reviews, these boards of directors and management teams, from time to time, evaluated potential transactions that would further their respective strategic objectives and create value for the PBF Energy Stockholders and the PBFX Unitholders, as applicable. These alternatives included potential acquisitions or business combination transactions with third parties, potential acquisitions or business combination transactions involving PBF Energy and PBFX, and potential strategic alternatives regarding PBFX’s business. PBF Energy also considered the external environment for MLPs generally, and for PBFX specifically, including the following:

At the board meeting held following PBF Energy’s Annual Meeting of Stockholders on May 26, 2022, as part of a strategic discussion, the PBF Energy Board and PBF Energy senior management actively discussed potential options with respect to PBF Energy’s investment in PBFX, including the potential buy-in by means of the acquisition by PBF Energy of the PBFX Common Units that it did not already own. At this meeting, the parties discussed PBF Energy management’s desire to delever PBF Energy’s capital structure, the cost burden of the agreements between PBF Energy’s subsidiaries and PBFX, the various challenges in the growth opportunities for PBFX (including with respect to drop-downs by PBF Energy) as a result of PBFX’s limited access to the equity capital markets and its increasing cost of capital, and the continued volatility in commodity prices, and how these and other concerns made a potential transaction with PBFX appealing under certain circumstances.

During June 2022, PBF Energy engaged Hunton Andrews Kurth LLP (“Hunton AK”) as its legal counsel and started discussions with Barclays regarding an engagement to act as PBF Energy’s financial advisor. After engaging Hunton AK, PBF Energy and its advisors met a number of times telephonically in early June to evaluate various alternative structures with respect to PBF Energy’s investment in PBFX, including, among others, a potential take-private transaction as well as continuing with the status quo.

On June 14, 2022, PBF Energy management met telephonically with representatives of Barclays and Hunton AK to discuss the acquisition by PBF Energy of all of the PBFX Public Common Units through a merger transaction in exchange for a combination of cash and shares of PBF Energy Common Stock, at a to-be-determined fixed exchange ratio (the “Proposed Transaction”). At this meeting, the parties discussed PBF Energy management’s desire to delever the consolidated PBF Energy structure (including by potentially acquiring

PBFX), the ongoing difficulties for PBFX and other MLPs accessing the equity capital markets, the increasing cost of capital at PBFX, and how these and other factors make the Proposed Transaction attractive for both PBF Energy and PBFX. No discussion took place regarding the use of a floating exchange ratio, but the parties did discuss a range of potential fixed exchange ratios that could be included in a non-binding proposal if PBF Energy management elected to submit one. PBF Energy management, Hunton AK and Barclays also discussed timelines of other similar MLP take-private transactions and discussed expected regulatory review and other considerations. Based upon these discussions, on June 15, 2022, PBF Energy management prepared a proposal for consideration by the PBF Energy Board seeking authority, via unanimous written consent of the PBF Energy Board, to make a non-binding proposal to the Conflicts Committee. Effective as of June 15, 2022, the PBF Energy Board took action by written consent to, among other items, (i) authorize PBF Energy management to make a non-binding proposal to the Conflicts Committee with respect to the Proposed Transaction, (ii) review, evaluate, investigate, formulate and negotiate the terms of the Proposed Transaction, including evaluating the advisability of the Proposed Transaction in light of, among other factors, strategic alternatives available to PBF Energy, PBF Energy’s long-term strategic plan and whether the terms and conditions of the Proposed Transaction are in the best interests of PBF Energy and the PBF Energy Stockholders, and (iii) have such communications, discussions and negotiations with the GP Board, a special committee of the GP Board formed for purposes of the Proposed Transaction, or other representatives of PBFX and PBFX GP, as applicable, concerning the Proposed Transaction.

On June 15, 2022, members of PBF Energy management met with its tax advisors, including lawyers at Hunton AK, to discuss possible structures of the Proposed Transaction as well as the potential U.S. federal income tax considerations.

On June 16, 2022, Matthew Lucey, the President of PBF Energy, contacted Mr. Roush to inform Mr. Roush that the PBF Energy Board had authorized a proposal to acquire all of the PBFX Public Common Units, and that a letter outlining the terms of that proposal would follow shortly. Thereafter Mr. Roush notified Messrs. Jones and Ziemba of the substance of the conversation with Mr. Lucey, and the Conflicts Committee members had a preliminary discussion regarding the process to evaluate the Proposed Transaction, and regarding the potential engagement of Baker Botts L.L.P. (“Baker Botts”) and Intrepid as potential legal and financial advisors, respectively, for the Conflicts Committee.

On June 17, 2022, the GP Board held a telephonic meeting where PBF management advised that PBF Energy was exploring the Proposed Transaction. At such telephonic meeting the GP Board adopted resolutions confirming the qualification, background and experience of, and appointing to the Conflicts Committee, each of Messrs. Roush, Jones and Ziemba, with Mr. Roush serving as Chairperson, and approved the delegation of the power and authority to the Conflicts Committee to: (i) review and evaluate the terms and conditions of the Proposed Transaction and any other arrangements or agreements related to the Proposed Transaction (“Related Arrangements”), on behalf of the PBFX Unaffiliated Unitholders and PBFX; (ii) negotiate, or delegate to any person or persons the ability to negotiate, the terms and conditions of the Proposed Transaction and any Related Arrangements; (iii) determine whether the Proposed Transaction and any Related Arrangements are advisable and fair to, and in the best interests of, PBFX and the PBFX Unaffiliated Unitholders; and (iv) determine whether or not to approve the Proposed Transaction and any Related Arrangements, any such approval of the Proposed Transaction and any Related Arrangements to constitute approval of the Proposed Transaction pursuant to Section 7.9 of the PBFX Partnership Agreement.

On June 20, 2022, Mr. Roush contacted a representative of Baker Botts, which had acted as counsel to the Conflicts Committee in connection with prior transactions, to discuss Baker Botts’ potential engagement as legal counsel to the Conflicts Committee in connection with the evaluation of the Proposed Transaction. Based on the Conflicts Committee’s prior experience with Baker Botts and Baker Botts’ experience with public mergers and acquisitions, transactions involving publicly traded partnerships and representations of conflicts committees generally, the Conflicts Committee determined that Baker Botts had the requisite expertise to provide high quality advice to the Conflicts Committee and engaged Baker Botts as legal counsel.

Later on June 20, 2022, Mr. Roush contacted a representative of Intrepid, which had previously acted as financial advisor to the Conflicts Committee in connection with the elimination of PBFX’s incentive distribution rights held by PBF LLC, to discuss Intrepid’s potential engagement as financial advisor to the Conflicts Committee in connection with the evaluation of the Proposed Transaction.

On June 22, 2022, the Conflicts Committee met with Baker Botts to discuss, among other things, preliminary matters in view of the likelihood of a proposal from PBF Energy. Michael Gayda, a current non-management member of the GP Board and a former officer of PBF Energy, sought permission from, and was granted permission by, the members of the Conflicts Committee to participate in the meeting as a resource for the Conflicts Committee. At the start of the meeting, the Conflicts Committee members made it clear that Mr. Gayda would not be involved in any deliberations of the Conflicts Committee, and Mr. Gayda stated that he understood his role in the meeting. During the meeting, the Conflicts Committee members and Baker Botts discussed, among other things, the independence of the members of the Conflicts Committee with respect to the Proposed Transaction, timing, and the contours of the delegation to the Conflicts Committee by the GP Board. In addition, the Conflicts Committee members and Baker Botts addressed engaging a financial advisor, and discussed Intrepid and two other potential candidates as financial advisor, including the relative advantages and disadvantages of each. The Conflicts Committee (without the involvement or participation of Mr. Gayda) determined to retain Intrepid because of the Conflicts Committee’s prior experience with Intrepid, and Intrepid’s experience with public mergers and acquisitions, transactions involving publicly traded partnerships, Intrepid’s familiarity with PBFX’s business, and reputation generally and in buy-in transactions specifically.

On June 23, 2022, the PBF Energy Board met with PBF Energy management and representatives of Barclays and Hunton AK to discuss the status of management’s evaluation work and the desire by PBF Energy management to submit a non-binding offer to PBFX, detailing a proposed structure for the Proposed Transaction pursuant to which PBF LLC, through a newly-formed, wholly owned subsidiary, would acquire all of the outstanding PBFX Public Common Units for consideration comprised of a mix of cash and shares of PBF Energy Common Stock, and such wholly owned subsidiary would subsequently be merged with and into PBFX with PBFX surviving. Following a presentation by PBF Energy management and discussion amongst the members of the PBF Energy Board, the PBF Energy Board adopted resolutions authorizing PBF Energy management, on behalf of PBF Energy and PBF LLC, to communicate, discuss and negotiate the terms of the Proposed Transaction with the Conflicts Committee, with such Proposed Transaction involving PBF LLC or another subsidiary of PBF Energy acquiring all of the PBFX Public Common Units, and to submit a non-binding proposal to the GP Board. The following day, on June 24, 2022, PBF Energy and PBF LLC jointly filed an amendment to the Schedule 13D with the SEC publicly disclosing the resolutions adopted by the PBF Energy Board. The closing share price of PBF Energy Common Stock on the day prior to the filing of the amended Schedule 13D was $30.81, and the closing unit price of PBFX Common Units on that day was $13.35.

On June 28, 2022, the Conflicts Committee met with Intrepid and Baker Botts to discuss (i) observations on recent market price performance of PBFX Common Units and PBF Energy Common Stock, and (ii) general organizational matters.

On June 28, 2022, Mr. Lucey, on behalf of PBF Energy, sent a non-binding, preliminary proposal to Mr. Roush, the Chairman of the Conflicts Committee, setting forth the terms of the Proposed Transaction pursuant to which PBF Energy proposed to acquire all of the outstanding PBFX Public Common Units in exchange for (i) $7.82 in cash and (ii) 0.221 of a newly issued share of PBF Energy Common Stock (the “Initial Offer”). The Initial Offer was derived using a 30-day VWAP of approximately $35.42 per share of PBF Energy Common Stock and a 30-day VWAP of approximately $15.64 per PBFX Common Unit, in each case for the period ended June 27, 2022.

Following June 28, 2022, PBF Energy provided financial and other information as requested by Intrepid and Baker Botts.

On June 29, 2022, the Conflicts Committee met with Intrepid and Baker Botts to discuss initial observations regarding the Initial Offer.

On June 30, 2022, members of PBF Energy management, the PBF Energy Board, the Conflicts Committee, Intrepid, Barclays, Hunton AK and Baker Botts held a videoconference call to discuss preliminary matters with respect to the Proposed Transaction, including a summary of the Initial Offer and the strategic rationale by PBF Energy for the Proposed Transaction, including why PBF Energy believed the Proposed Transaction was in the best interests of the PBFX Unitholders. PBF Energy management answered questions from the Conflicts Committee about the proposed timing of the Proposed Transaction as well as questions from Baker Botts about coordination of diligence. Shortly after the videoconference call, Intrepid sent an initial due diligence request list to PBF Energy requesting information on each of PBF Energy and PBFX.

On July 1, 2022, Trecia M. Canty, Senior Vice President, General Counsel and Secretary of PBF Energy delivered an initial draft of the Merger Agreement and a form of Nondisclosure and Confidentiality Agreement to the Conflicts Committee and Baker Botts. The initial draft of the Merger Agreement, among other things: (i) provided for a number of representations and warranties to be made by PBFX regarding operational aspects of PBFX’s business; (ii) contemplated that the affirmative vote of the holders of a majority of the PBFX Common Units voting as a single class at the PBFX unitholder meeting or any adjournment or postponement thereof in favor of the approval of the Merger Agreement is the only vote or approval of the holders of any class or series of PBFX that is necessary to approve and adopt the Merger Agreement and the transactions contemplated thereby; (iii) allowed the Conflicts Committee to make an adverse recommendation change only in response to certain intervening events; (iv) required PBFX to submit the Merger Agreement to a vote at a special meeting even if the Conflicts Committee made an adverse recommendation change; and (v) included a termination fee to be paid by PBFX to PBF Energy under certain circumstances.

On July 6, 2022, PBF Energy entered into a Nondisclosure and Confidentiality Agreement with the Conflicts Committee, for and on behalf of PBFX GP. In addition, Baker Botts and Intrepid acknowledged in writing the existence and contents of the Nondisclosure and Confidentiality Agreement and the instructions regarding confidential information thereunder.

On July 7, 2022, members of management of PBF Energy conducted an in-person management presentation for the legal and financial advisors to the Conflicts Committee to discuss the Proposed Transaction, which was also attended, in person or virtually, by representatives of Intrepid, Barclays, Hunton AK and Baker Botts. In connection with the presentation, PBF Energy provided the Conflicts Committee and its advisors with presentation materials that included an overview of PBF Energy and PBFX as well as current and historical market dynamics. In addition, the materials included a financial model prepared by the PBF Energy team. The financial model included projected financial results for PBF Energy and PBFX for 2022 through 2027. At the meeting, representatives of Intrepid and Baker Botts asked questions, and received answers from PBF Energy management, regarding the Initial Offer, the Proposed Transaction, commercial and market dynamics, and the financial model. In addition, on July 7, 2022 and July 13, 2022, PBF Energy granted Baker Botts and Intrepid, respectively, access to a virtual data room containing due diligence materials with respect to PBF Energy and PBFX.

Throughout July 2022, the Conflicts Committee, Intrepid and Baker Botts met a number of times and continued to conduct legal, financial and other due diligence of PBF Energy and PBFX, and representatives of Intrepid and Baker Botts held discussions with, and submitted written questions to, members of PBF Energy management regarding their due diligence review related to the Initial Offer, PBF Energy and PBFX.

On July 13, 2022, the members of the Conflicts Committee and representatives of Intrepid and Baker Botts held a telephonic meeting to discuss preliminary perspectives on the Initial Offer and due diligence findings based on the information and discussions with PBF Energy and its advisors.

On July 18, 2022, the members of the Conflicts Committee and representatives of Intrepid and Baker Botts held a telephonic meeting to continue to discuss the Initial Offer, additional due diligence findings and decide on a counterproposal. The Conflicts Committee reviewed the terms of the Initial Offer and unanimously determined to deliver a counterproposal to the Initial Offer to: (a) require the Proposed Transaction would be subject to approval by holders of a majority of the PBFX Public Common Units (“Majority of the Unaffiliated Approval”), and (b) increase the Merger Consideration to (i) $9.25 in cash, and (ii) 0.270 of a share of PBF Energy Common Stock, which reflected an increase of 18% to the Cash Consideration offered in the Initial Offer and an increase of 22% to the Stock Consideration offered in the Initial Offer. At the conclusion of the meeting, the Conflicts Committee instructed Intrepid to communicate the terms of the counterproposal to Barclays.

On July 19, 2022, representatives of Intrepid held a telephonic meeting with representatives of Barclays, during which the representatives of Intrepid delivered the Conflicts Committee’s counterproposal, and the parties discussed the underlying business fundamentals and assumptions related to such counterproposal. During such telephonic meeting, Intrepid also requested a financial model sensitivity analysis case from PBF Energy.

On July 20, 2022, members of PBF Energy management, Hunton AK and Barclays held a videoconference meeting to discuss the terms of the counterproposal as well as potential counter offers to the Conflicts Committee’s counterproposal. After discussing the benefits and consideration with respect to the Proposed

Transaction and the Conflicts Committee’s counterproposal, the PBF Energy Board ultimately decided to reject the requirement for Majority of the Unaffiliated Approval and accept the increase in Merger Consideration to (i) $9.25 in cash, and (ii) 0.270 of a share of PBF Energy Common Stock.

On July 21, 2022, at the instruction of the PBF Energy Board, Barclays verbally delivered acceptance of the counterproposal to the Conflicts Committee with the understanding that that the Proposed Transaction would not be conditioned upon Majority of the Unaffiliated Approval. Because PBF Energy agreed to the economic terms of the Conflicts Committee’s counterproposal, the Conflicts Committee was inclined to agree to such transaction in principle, subject to (i) the Conflicts Committee receiving a fairness opinion from Intrepid, and (ii) the parties reaching agreement on the terms and conditions of the Merger Agreement and ancillary documents, the next version of which would not include the Majority of the Unaffiliated Approval.

Later on July 20, 2022, Baker Botts delivered a revised draft of the Merger Agreement to Hunton AK. The revised draft of the Merger Agreement, among other things, provided that, (i) PBF Energy and PBF LLC would enter into a Voting and Support Agreement pursuant to which PBF Energy would cause PBF LLC to vote its PBFX Common Units in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, an initial draft of which was included in the same communication, (ii) added the right for PBFX to terminate the Merger Agreement in the event of a PBFX Adverse Recommendation Change, (iii) removed any obligation for PBFX to pay a termination fee to PBF Energy in the event the Merger Agreement was terminated, (iv) reduced the scope of representations and warranties provided by PBFX and expanded the scope of representations and warranties provided by PBF Energy, (v) added that PBFX GP will declare, and cause PBFX to pay, a cash distribution to PBFX Public Unitholders for each completed calendar quarter ending prior to the closing date of the Merger in an amount equal to the current per PBFX Common Unit distribution rate of $0.30 per PBFX Common Unit per calendar quarter, (vi) added that the organizational documents of PBFX and PBFX GP, for a period of six years following the Effective Time, will contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of PBFX and PBFX GP than are presently set forth in such organizational documents, and (vii) added the Majority of the Unaffiliated Approval as a closing condition to the Merger.

During July 21, 2022 and July 22, 2022, Hunton AK had multiple discussions and ongoing correspondence with representatives of PBF Energy regarding revised drafts of the Merger Agreement and the Support Agreement.

Later on July 22, 2022, Hunton AK delivered revised drafts of the Merger Agreement and the Support Agreement to Baker Botts and the Conflicts Committee.

The revised draft of the Merger Agreement, among other things, (i) accepted the requirement to execute the Support Agreement, (ii) accepted the ability for PBFX to terminate the Merger Agreement in the event of a PBFX Adverse Recommendation Change but also added a termination fee payable to PBF Energy in the amount of $15 million in the event PBFX terminated the Merger Agreement due to a PBFX Adverse Recommendation Change, (iii) expanded the scope of representations and warranties provided by PBFX and reduced the scope of representations and warranties provided by PBF Energy, (iv) accepted that PBFX GP will declare, and cause PBFX to pay, a cash distribution to PBFX Public Unitholders for each completed calendar quarter ending prior to the closing date of the Merger in an amount equal to the current per PBFX Common Unit distribution rate of $0.30 per PBFX Common Unit per calendar quarter, provided that such distribution rate may be equal to or greater than $0.30 per PBFX Common Unit per calendar rate, if appropriate, and any such distribution will be made in accordance with past practice and will not violate applicable law, the organizational documents of PBF Energy or any contract to which PBFX GP or PBFX is a party, (v) accepted the organizational documents of PBFX and PBFX GP, for a period of six years following the Effective Time, will contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of PBFX and PBFX GP than are presently set forth in such organizational documents, (vi) rejected the requirement for the Majority of the Unaffiliated Approval and (vii) revised the outside date from December 31, 2022 to March 31, 2023. The revised draft of the Support Agreement, among other things, added a termination right if a PBFX Adverse Recommendation Change occurs.

On July 22, 2022, Barclays provided the requested sensitivity case to Intrepid. The financial model sensitivity case was prepared by the PBF Energy team and included projected financial results for PBF Energy and PBFX for 2022 through 2027 with regional refining margin inputs necessary to complete the financial model sensitivity case provided by Intrepid on behalf of the Conflicts Committee (the “Sensitivity Case”).

On July 23, 2022, the Conflicts Committee, together with representatives of Intrepid and Baker Botts, discussed PBF Energy’s latest drafts of the Merger Agreement and the Support Agreement. Following such discussion, representatives of Baker Botts and Hunton AK discussed remaining open items in the Merger Agreement, including regarding the $15 million termination fee payable to PBF Energy in the event PBFX terminated the Merger Agreement due to a PBFX Adverse Recommendation Change.

Also on July 23, 2022, representatives of PBF Energy and Hunton AK discussed open negotiation points in the Merger Agreement. Following such discussion, representatives of Hunton AK corresponded with representatives of Baker Botts to bring resolution to certain of the open negotiation points.

On July 24, 2022, Baker Botts delivered a revised draft of the Merger Agreement, which, among other things, (i) lowered the termination fee payable to PBF Energy in the event PBFX terminated the Merger Agreement due to a PBFX Adverse Recommendation Change from $15 million to $5 million, (ii) generally accepted the scope of the updated representations and warranties for each of PBF Energy and PBFX, and (iii) accepted the revised outside date. Representatives of Baker Botts also communicated to Hunton AK that there was general agreement on the revised draft of the Support Agreement.

On July 26, 2022 and July 27, 2022, representatives of PBF Energy, Hunton AK and Baker Botts exchanged numerous emails and representatives of Hunton AK and Baker Botts held numerous telephone calls to negotiate and finalize the terms and conditions of the Merger Agreement and the Support Agreement.

At a special meeting of the PBF Energy Board held the morning of July 26, 2022, the PBF Energy Board, among other things, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the Stock Issuance, are in the best interests of PBF Energy and the PBF Energy Stockholders, (ii) authorized the execution, delivery and performance by the Parent Entities of the Merger Agreement and the transactions contemplated thereby, including the Merger and the Stock Issuance, and (iii) approved the Support Agreement and authorized the execution, delivery and performance by PBF Energy and PBF LLC of the Support Agreement and the transactions contemplated thereby.

In the early afternoon of July 26, 2022, the Conflicts Committee held a video conference meeting with representatives of Intrepid and Baker Botts. Mr. Gayda participated at the start of the meeting to hear, and ask questions regarding, the financial analysis of Intrepid, and left the meeting thereafter without being part of the Conflicts Committee’s deliberations. After the presentation of Intrepid’s financial analysis, representatives of Baker Botts, among other things, (i) addressed the standards of independence for members of the Conflicts Committee and each of the members of the Conflicts Committee reaffirmed his compliance with those standards, (ii) reviewed the standard of conduct binding on the Conflicts Committee and its members, (iii) summarized for the Conflicts Committee the terms and conditions of the Merger Agreement and Support Agreement, (iv) reviewed the process undertaken by the Conflicts Committee, including the number of Conflicts Committee meetings in connection with the Proposed Transaction, and (v) reviewed factors considered by the Conflicts Committee in considering the Proposed Transaction. Representatives of Intrepid then, at the request of the Conflicts Committee, rendered an oral opinion to the Conflicts Committee, which was subsequently confirmed by delivery of a written opinion dated July 26, 2022, to the effect that, as of the date of its opinion, and based upon the assumptions made, matters considered, procedures followed, and qualifications and limitations of the review undertaken in rendering its opinion as set forth therein, the Merger Consideration to be received by the PBFX Unaffiliated Unitholders pursuant to the Merger Agreement was fair, from a financial point of view, to the PBFX Unaffiliated Unitholders. At this meeting, the Conflicts Committee in good faith, unanimously resolved (i) that the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement and the Support Agreement, are fair and reasonable to, and in the best interests of, the PBFX Unaffiliated Unitholders and, assuming PBF Energy approves the Merger, PBFX, (ii) to approve the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, (iii) to recommend that the GP Board approve (x) the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger upon the terms and

conditions set forth in the Merger Agreement and the Support Agreement, and (y) the execution, delivery and performance of the Merger Agreement and the Support Agreement and the transactions contemplated thereby, and (iv) to recommend to the GP Board that the GP Board (x) resolve to direct that the Merger Agreement be submitted to a vote of the PBFX Unitholders, and (y) recommend approval of the transactions contemplated by the Merger Agreement, including the Merger, by the PBFX Unitholders.

In the morning of July 27, 2022, Hunton AK sent a revised draft of the Merger Agreement to Baker Botts. The revised Merger Agreement, among other things, accepted the $5 million termination fee as proposed in Baker Botts’ draft.

Also on July 27, 2022, the GP Board held a telephonic meeting with representatives of PBFX GP management, Hunton AK, Intrepid and Baker Botts during which the GP Board asked numerous questions regarding the analysis and negotiation of the Merger Agreement and the Merger Consideration. Following such discussion and acting upon the recommendation of the Conflicts Committee, the GP Board unanimously (i) approved the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the Support Agreement, (ii) approved the submission of the Merger Agreement and the transactions contemplated thereby, including the Merger, to a vote of the PBFX Unitholders, and (iii) determined to recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the PBFX Unitholders.

In the evening of July 27, 2022, following the meeting of the GP Board, Hunton AK prepared final versions of the Merger Agreement and Support Agreement, as well as PBFX’s and PBF Energy’s respective disclosure schedules to the Merger Agreement. Later that evening the parties executed the Merger Agreement and Support Agreement. Hunton AK and Baker Botts then exchanged executed final versions of the Merger Agreement and Support Agreement and ancillary documents thereto.

Before the opening of the NYSE on July 28, 2022, PBFX and PBF Energy issued a joint press release announcing the execution of the Merger Agreement. PBFX and PBF Energy each then filed with the SEC a copy of the Merger Agreement, the Support Agreement and joint press release as exhibits to a Current Report on Form 8-K. PBF Energy and PBF LLC also filed an amended Schedule 13D disclosing the execution of the Merger Agreement.

The approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by a majority of the members of the Conflicts Committee constitutes “Special Approval” under the PBFX Partnership Agreement. Under Section 7.9 of the PBFX Partnership Agreement, whenever a potential conflict of interest exists or arises between the general partner or any of its affiliates, on the one hand, and PBFX, any subsidiary of PBFX, any partner of PBFX, any other person who acquires an interest in a partnership interest or any other person who is bound by the PBFX Partnership Agreement on the other hand, any resolution or course of action by the general partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by all of the partners of PBFX and will not constitute a breach of the PBFX Partnership Agreement, any Group Member Agreement (as defined in the PBFX Partnership Agreement), or any agreement contemplated therein or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is approved by Special Approval.

Under Section 7.10(b) of the PBFX Partnership Agreement, any action taken or omitted to be taken by the general partner in reliance upon the advice or opinion of an investment banker, among others, as to matters reasonably believed to be in such person’s professional or expert competence shall be conclusively presumed to have been taken or omitted to be taken in good faith and in accordance with such advice or opinion.

Under the rules governing “going private” transactions, including Rule 13e-3 under the Exchange Act, each of the Parent Entities is deemed to be engaged in a “going private” transaction with respect to PBFX and the Merger and, therefore, is required to express its belief as to the fairness of the Merger to the PBFX Unaffiliated Unitholders pursuant to Rule 13e-3 under the Exchange Act and the related rules under the Exchange Act. Each of the Parent Entities is making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of each of the Parent

Entities as to the fairness of the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 will be filed with the SEC at the same time as this proxy statement/prospectus) should not be construed as a recommendation to any PBFX Unaffiliated Unitholder as to how such PBFX Unaffiliated Unitholder should vote on the Merger Proposal.

None of the Parent Entities participated in the deliberations of the Conflicts Committee regarding, or received advice from the Conflicts Committee’s legal or financial advisors as to, the fairness of the Merger. None of the Parent Entities has performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the PBFX Unaffiliated Unitholders. The Parent Entities believe that the interests of the PBFX Unaffiliated Unitholders were represented by the Conflicts Committee, which negotiated the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, with the assistance of independent legal and financial advisors.

However, based on (i) the requirement that the Merger Agreement and the transactions contemplated thereby, including the Merger, receive the PBFX Unitholder approval, (ii) the review and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Audit Committee of the PBF Energy Board as a related party transaction, (iii) the review and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Conflicts Committee, (iv) the Parent Entities’ knowledge and analysis of available information relating to PBFX and PBFX GP, (v) the factors considered by, and findings of, the Conflicts Committee and the GP Board discussed in the section entitled “—Recommendations of the Conflicts Committee and the GP Board and their Reasons for the Merger,” beginning on page 48, which factors and findings, as set forth in this prospectus/proxy statement, the Parent Entities adopt, and (vi) the factors set forth below in the section entitled “—The Parent Entities’ Reasons for the Merger,” which are considered material and not listed in any relative order of importance, solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act, the Parent Entities believe that the Merger is both substantively and procedurally fair to the PBFX Unaffiliated Unitholders.

The foregoing discussion of the information and factors considered and given weight by PBF Energy, acting on its own behalf and on behalf of PBF LLC, PBFX Holdings and Merger Sub, is not intended to be exhaustive, but includes the factors considered by the Parent Entities that each believes to be material to the fairness determination regarding the fairness of the Merger for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. The Parent Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger. Rather, PBF Energy, acting on its own behalf and on behalf of PBF LLC, PBFX Holdings and Merger Sub, made its fairness determination after considering all of the factors as a whole. PBF Energy did not consider, and did not provide for consideration of the PBF Energy Board, the net book value of PBFX, which is an accounting concept, for purposes of making its recommendation, because, net book value is indicative of neither PBFX’s market value nor its value as a going concern, but rather is an indicator of historical costs. PBF Energy management did not consider, and did not provide for consideration of the PBF Energy Board, the liquidation value of PBFX because PBFX was viewed to be a viable, going concern and therefore liquidation value was not a relevant methodology.

The Parent Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger. Rather, the management of PBF Energy, acting on its own behalf and on behalf of PBF LLC, PBFX Holdings and Merger Sub, made its fairness determination after considering all of the factors as a whole. Management of PBF Energy did not consider, and did not provide for consideration of the PBF Energy Board, the net book value of PBFX, which is an accounting concept, for purposes of making its recommendation, because, net book value is indicative of neither PBFX’s market value nor its value as a going concern, but rather is an indicator of historical costs. PBF Energy management did not consider, and did not provide for consideration of the PBF Energy Board, the liquidation value of PBFX because PBFX was viewed to be a viable, going concern and therefore liquidation value was not a relevant methodology.

Under the SEC rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, each of the Parent Entities is deemed to be engaged in a “going-private” transaction with respect to PBFX and the Merger and, therefore, is required to express its purposes and reasons of the Merger to the PBFX Unaffiliated

Unitholders. The Parent Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

At a meeting of the PBF Energy Board held on July 26, 2022, the PBF Energy Board, among other things, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the Stock Issuance, are in the best interests of PBF Energy and the PBF Energy Stockholders, (ii) authorized the execution, delivery and performance by the Parent Entities of the Merger Agreement and the transactions contemplated thereby, including the Merger and the Stock Issuance, and (iii) approved the Support Agreement and authorized the execution, delivery and performance by PBF Energy and PBF LLC of the Support Agreement and the transactions contemplated thereby, including the Merger.

PBF Energy, on behalf of itself and the other Parent Entities, considered the following factors as generally favorable with respect to the Merger and the transactions related thereto, including the Stock Issuance:

PBF Energy, on behalf of itself and each of the other Parent Entities, viewed the following factors as generally negative or unfavorable in making a determination with respect to the Merger and the transactions related thereto, including the Stock Issuance:

After taking into account all of the factors set forth above, as well as others, PBF Energy, on behalf of itself and each of the other Parent Entities, concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations.

The foregoing discussion is not intended to be exhaustive, but it is intended to address the material information and principal factors considered by PBF Energy in considering the Merger. In view of the number and variety of factors and the amount of information considered, PBF Energy did not find it practicable to, and did not make specific assessments of, quantify or assign relative weights to, the specific factors considered in reaching its determination. In addition, PBF Energy did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination. PBF Energy made its recommendation based on the totality of the information presented to, and the investigation conducted by, the PBF Energy Board and PBF Energy management.

The PBF Energy Board is not aware of any firm offer for a merger or asset sale of PBFX or a purchase of the PBFX’s securities that would enable the holder to exercise control of the subject company having been made during the past two years.

It should be noted that the above explanation of the reasoning of the PBF Energy Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The primary benefits of the Merger to PBFX Unaffiliated Unitholders, include the following:

The primary detriments of the Merger to PBFX Unaffiliated Unitholders, include:

The primary benefits of the Merger to PBFX and PBF Energy include the following:

The primary detriments of the merger to PBFX and PBF Energy include the following:

PBF Energy retained Barclays Capital, Inc. (“Barclays”) to act as its financial advisor in connection with evaluating the Merger. Barclays provided, at PBF Energy’s request, certain discussion materials to PBF Energy, dated July 20, 2022 and July 26, 2022, respectively (the “Barclays Discussion Materials”).

The Barclays Discussion Materials are included as an exhibit to the Schedule 13E-3 relating to the Merger and are incorporated herein by reference in their entirety. The description of the Barclays Discussion Materials set forth below is qualified in its entirety by reference to the full text of such materials. You are urged to read the Barclays Discussion Materials carefully and in their entirety. The Barclays Discussion Materials were provided for the information and benefit of PBF Energy in connection with its evaluation of the Merger. Barclays was not requested to, and it did not, provide to PBF Energy or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Merger Consideration, or otherwise), (ii) valuation of PBFX for the purpose of assessing the fairness of the Merger Consideration to any person, or (iii) recommendation as to how to vote or act on any matters relating to the proposed Merger or otherwise. The Barclays Discussion Materials were provided for the use and benefit of PBF Energy in its consideration of the Merger and did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to PBF Energy or PBFX, nor did they address the underlying business decision by PBF Energy or PBFX to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. The Barclays Discussion Materials were informational and were based on financial forecasts and other information and data available to Barclays as of the date such materials were prepared rather than as of the date of the execution of the Merger Agreement. Because Barclays was not requested to, and did not, deliver a fairness opinion in connection with the Merger, it did not follow and was not required to follow all of the procedures in preparing the Barclays Discussion Materials that it would ordinarily follow in connection with delivering an opinion. The Barclays Discussion Materials should not be construed as creating any fiduciary duty on Barclays’s part to PBF Energy or any other person and such materials are not intended to be, and do not constitute, a recommendation to PBF Energy or any other person in respect of the Merger, including as to how any PBFX Unitholder should act or vote in respect of the Merger Proposal.

In preparing the Barclays Discussion Materials, Barclays assumed and relied upon the accuracy and completeness of the financial and other information (including but not limited to with respect to the business, operations and prospects of PBFX furnished to Barclays by PBF Energy, including financial projections of PBFX prepared by the management of PBFX GP) used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). The management of PBFX GP consists of certain of the management of PBF Energy, please see “Business and Background of Natural Persons” beginning on page 138. Barclays also relied upon the assurances of the management of PBF Energy that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts relating to PBFX prepared and furnished to Barclays by management of PBF Energy, upon the advice of PBF Energy, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of management of PBFX GP as to the future financial performance of PBFX and that PBFX will perform substantially in accordance with such projections. Barclays assumed no responsibility for and expressed

no view as to any such projections or estimates or the assumptions on which they were based. Barclays assumed no responsibility for updating or revising the Barclays Discussion Materials on events or circumstances that may have occurred after each date thereof. For copies of the financial projections and financial forecasts relating to PBFX please see “—Unaudited Projected Financial Information—PBFX Sensitivity Case” beginning on page 57 and “—Unaudited Projected Financial Information—PBFX Forecast” on page 59.

In connection with preparing the Barclays Discussion Materials, Barclays reviewed (i) a comparison of the historical financial results and present financial condition of the PBFX and PBF Energy with those of other companies that Barclays deemed relevant, (ii) a comparison of the financial terms of the proposed transaction with the financial terms of certain other transactions that Barclays deemed relevant, and (iii) published estimates of independent research analysts with respect to the future financial performance and price targets of the PBF Energy and PBFX. In addition, Barclays had discussions with the management of PBF Energy and PBFX GP concerning their respective business operations, assets, liabilities, financial condition and prospects and undertook such other studies, analyses and investigations as Barclays deemed appropriate.

For purposes of its analysis and preparing the Barclays Discussion Materials, Barclays further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition.

Barclays did not conduct a physical inspection of the properties or facilities of PBFX or PBF Energy, and Barclays did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of PBFX or PBF Energy, nor was Barclays furnished with any such valuations or appraisals, nor did Barclays evaluate the solvency or fair value of PBFX or PBF Energy under any state or federal laws relating to bankruptcy, insolvency or similar matters. The Barclays Discussion Materials were necessarily based upon information made available to Barclays as of the date of such materials and financial, economic, market and other conditions as they existed and as could be evaluated on the date of such materials. It is understood that subsequent developments may affect the Barclays Discussion Materials and that Barclays does not have any obligation to update, revise or reaffirm such materials.

Barclays was not asked to pass upon and expressed no opinion with respect to any matter. Barclays did not express any view on, and the Barclays Discussion Materials did not address, the fairness of the proposed transaction to, or any consideration (including the Merger Consideration) received in connection therewith by, the holders of any class of securities, creditors or other constituencies of PBFX, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of PBFX, or any class of such persons, whether relative to the Merger Consideration or otherwise. Barclays was not asked to pass upon, did not express any view on, and the Barclays Discussion Materials did not address, any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement.

Barclays did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to PBF Energy or PBFX, nor did it address the underlying business decision of PBF Energy or PBFX to engage in the Merger. Barclays was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the PBFX Common Units or any business combination or other extraordinary transaction involving PBF Energy or PBFX. Barclays did not make, and the Barclays Discussion Materials did not constitute, a recommendation to PBF Energy or to any other persons in respect of the Merger, including as to how any PBFX Unitholder should vote or act in respect of the Merger. Barclays did not express any opinion as to the price at which the PBFX Common Units would trade at any time. Barclays was not requested to, and did not, provide any tax advice or express any opinion as to any tax or other consequences that might result from the Merger, nor did Barclays address any legal, tax, regulatory or accounting matters, as to which Barclays understood PBF Energy had obtained such advice as it deemed necessary from other qualified professionals.

The following description of the Barclays Discussion Materials is qualified in its entirety by reference to the relevant Barclays Discussion Materials included as an exhibit to the Schedule 13E-3 related to the Merger, which is incorporated herein by reference. Such description does not purport to be complete, nor does it represent relative importance or weight given to those analyses by Barclays.

Barclays made a written presentation to PBF Energy management on July 20, 2022 relating to the counteroffer received from the Conflicts Committee. The July 20, 2022 presentation referenced, for informational purposes, an analysis of the counteroffer received from the Conflicts Committee, including implied premium or discount, exchange ratio and total merger consideration, in each case based on the closing prices of PBF Energy Common Stock and PBFX Common Units on June 23, 2022, the trading day prior to the date on which PBF Energy and PBF LLC jointly filed an amended Schedule 13D indicating that steps had been taken steps to pursue a potential acquisition of the PBFX Public Common Units, and July 19, 2022, including additional analysis based on 5-day volume-weighted average price (“VWAP”) or 30-day VWAP.

Barclays made a written presentation to PBF Energy dated July 26, 2022 that (i) compared the financial forecasts of the management of PBFX GP to published estimates of independent research analysts with respect to the future financial performance of PBF Energy and PBFX, (ii) compared the relative trading performance of PBF Energy and PBFX for the two year period from July 21, 2020 to July 21, 2022, (iii) compared the relative exchange ratio of PBFX to PBF Energy over a five year period from July 21, 2017 to July 21, 2022 and provided the premium implied by the Merger Consideration to the historical exchange ratios and historical trading prices, (iv) compared PBFX’s relative valuation to five comparable companies based on (a) enterprise value to EBITDA, (b) debt to EBITDA, and (c) unlevered free cash flow yield, in each cash based on financial forecasts for 2022 and 2023, (v) compared PBFX’s distribution yield for the first quarter of 2022 to the same five comparable companies, and (vi) compared transaction multiples and premiums paid in select MLP transactions with the premiums and transaction multiples implied by the Merger Consideration. Except as otherwise noted, the quantitative information included in the July 26, 2022 presentation, to the extent that it is based on market data, is based on market data that existed July 21, 2022, and is not necessarily indicative of current market conditions

A copy of the Barclays Discussion Materials has been attached as an exhibit to the Schedule 13E-3 related to the Merger.

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in financial advisory services in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. PBF Energy selected Barclays because of its qualifications, reputation and experience in mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

PBF Energy engaged Barclays to act as its financial advisor in connection with the proposed transaction pursuant to an engagement letter dated as of July 21, 2022, by and between Barclays and PBF Energy. Accordingly, as compensation for Barclays’ services in connection with the proposed transaction, PBF Energy will pay Barclays a fee of up to $5,000,000 upon completion of the proposed transaction. In addition, PBF Energy has agreed to reimburse Barclays for its reasonable out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement.

Barclays has performed various investment banking and financial services for PBF Energy, PBFX, and their respective affiliates in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. Specifically, in the past two years, Barclays and its affiliates have performed, or currently are performing, certain investment banking and financial services specifically for PBF Energy and have received customary fees for rendering such services.

During the past two years, the aggregate fees received by Barclays that were attributed to PBF Energy and its affiliates, according to Barclays’ systems and processes, were less than $1,000,000 in investment banking fees. Barclays did not receive investment banking fees from PBFX during this period. In the future, Barclays and its affiliates may provide additional investment banking and financial services to PBF Energy and its affiliates and may receive customary fees for rendering such services.

The Conflicts Committee consists of three independent directors: David Roush, Bruce A. Jones and Lawrence Ziemba. In resolutions approved by the GP Board on June 17, 2022, the GP Board authorized the Conflicts Committee to, among other things, (i) review and evaluate the terms and conditions of the Proposed Transaction and any other arrangements or agreements related to the Proposed Transaction (the “Related Arrangements”), on behalf of the PBFX Unaffiliated Unitholders and PBFX; (ii) negotiate, or delegate to any person or persons the ability to negotiate, the terms and conditions of the Proposed Transaction and any Related Arrangements; (iii) determine whether the Proposed Transaction and any Related Arrangements are advisable and fair to, and in the best interests of, PBFX and the PBFX Unaffiliated Unitholders, and (iv) determine whether or not to approve the Proposed Transaction and any Related Arrangements, any such approval of the Proposed Transaction and any Related Arrangements to constitute approval of the Proposed Transaction pursuant to Section 7.9 of the PBFX Partnership Agreement.

The Conflicts Committee retained Baker Botts as its legal counsel and Intrepid as its financial advisor in connection with its evaluation of the proposed Merger. The Conflicts Committee, among other things, conducted a review and evaluation of PBF Energy’s proposal and conducted negotiations with PBF Energy and its representatives with respect to the Merger, the Merger Agreement and the Support Agreement.

On July 27, 2022, the Conflicts Committee unanimously resolved: (i) that the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, on the terms and conditions set forth in the Merger Agreement and the Support Agreement, are fair and reasonable to, and in the best interests of, the PBFX Unaffiliated Unitholders and, assuming PBF Energy approved the Merger, PBFX, (ii) to approve the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, (iii) to recommend that the GP Board approve (x) the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement and the Support Agreement, and (y) the execution, delivery and performance of the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, and (iv) to recommend to the GP Board that the GP Board (x) resolve to direct that the Merger Agreement be submitted to a vote of the PBFX Unitholders, and (y) recommend approval of the transactions contemplated by the Merger Agreement, including the Merger, by the PBFX Unitholders. The Conflicts Committee’s approval constitutes “Special Approval,” as such term is defined by the PBFX Partnership Agreement.

Later on July 27, 2022, the GP Board (acting based, in part, upon the recommendation of the Conflicts Committee) unanimously: (i) approved the Merger Agreement and the Support Agreement and the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement and the Support Agreement, (ii) approved the submission of the Merger Agreement and the transactions contemplated thereby, including the Merger, to a vote of the PBFX Unitholders, and (iii) determined to recommend approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the PBFX Unitholders.

PBFX GP, the Conflicts Committee and the GP Board have not, including, without limitation, in making the determinations and approvals set forth above, assumed any obligations to PBFX or its limited partners (whether fiduciary, contractual, implied or otherwise) other than those obligations that may exist pursuant to the PBFX Partnership Agreement. Under the PBFX Partnership Agreement, whenever PBFX GP, the GP Board or any committee of the GP Board (including the Conflicts Committee) makes a determination or takes or declines to take any other action in its capacity as the general partner of PBFX then, unless another express standard is provided for in the PBFX Partnership Agreement, PBFX GP, PBFX GP, the GP Board or such committee must make such determination or take or decline to take such other action in good faith and is not subject to any higher standard under the PBFX Partnership Agreement or under applicable law. A determination, other action or failure to act by PBFX GP, the GP Board or any committee thereof (including the Conflicts Committee) will be deemed to be in good faith unless PBFX GP, the GP

Board or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of PBFX. Nothing in this proxy statement/prospectus or the actions or determinations of PBFX GP, the GP Board or the Conflicts Committee described in this proxy statement/prospectus should be read to mean that PBFX GP, the GP Board or the Conflicts Committee assumed any obligations to PBFX or its limited partners (whether fiduciary, contractual, implied, or otherwise) other than those obligations that may exist pursuant to the PBFX Partnership Agreement. You are urged to read the full text of the PBFX Partnership Agreement, which is incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 146.

The Conflicts Committee consulted with its legal and financial advisors and considered various factors in making its determination and approvals with respect to the Merger, the Merger Agreement and the Support Agreement, and the related recommendation to the GP Board. The Conflicts Committee viewed the following factors as generally positive or favorable in arriving at its determination, approvals and recommendation:

The Conflicts Committee viewed the following factors as generally negative or unfavorable in arriving at its determination, approvals and recommendation:

The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors and the quality and amount of information considered, the Conflicts Committee as a whole did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination but conducted an overall evaluation of the Merger. Individual members of the Conflicts Committee may have given different relative considerations to different factors. Overall, the Conflicts Committee believed that the positive factors supporting the Merger outweighed the negative factors it considered.

The explanation of the reasoning of the Conflicts Committee and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

PBFX GP did not initiate the transaction or participate in the structuring of the transaction.

Under the rules governing “going private” transactions, including Rule 13e-3 under the Exchange Act, each of PBFX and PBFX GP is deemed to be engaged in a “going private” transaction with respect to the Merger and, therefore, is required to express its belief as to the fairness of the Merger to the PBFX Unaffiliated Unitholders pursuant to Rule 13e-3 under the Exchange Act. The GP Board, on behalf of PBFX and PBFX GP, is making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

In reaching its conclusions regarding the Merger, the GP Board not only considered the process by which the Conflicts Committee has made its recommendations but also considered the matters described above or considered by the Conflicts Committee. As in the case of the Conflicts Committee, in view of the variety of factors and the quality and amount of information considered, the GP Board as a whole did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination but conducted an overall review of the Merger. Individual members of the GP Board may have given different relative considerations to different factors. In reaching such conclusion, the GP Board expressly adopted the analysis of the Conflicts Committee, which is discussed above, which in turn expressly adopted the analyses and opinion of Intrepid, among other factors considered, in the course of reaching its decision to recommend that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger. The GP Board, on behalf of PBFX and PBFX GP, on the basis of the factors described above, believes the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is both procedurally and substantively fair to the PBFX Unaffiliated Unitholders.

Other than its review and adoption of the analysis of the Conflicts Committee, the GP Board did not conduct a going-concern valuation of PBFX in evaluating the Merger because of its belief that the financial analyses presented by Intrepid to the Conflicts Committee, as more fully summarized in the section entitled “Opinion of the Financial Advisor to the Conflicts Committee,” represented potential valuations of PBFX as it continues to operate its business as a going concern. The GP Board did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger. Rather, the GP Board, acting on its own behalf and on behalf of PBFX, made its fairness determination after considering all of the factors as a whole. The GP Board did not consider the net book value of PBFX, which is an accounting concept, for purposes of making its recommendation, because, net book value is indicative of neither PBFX’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its decision to recommend to the PBFX Unitholders that they approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the GP Board did not consider the liquidation value of PBFX because it considered PBFX to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology.

The GP Board recommends that the PBFX Unitholders vote “FOR” the Merger Proposal and that the PBFX Unitholders vote “FOR” the Adjournment Proposal.

PBF Energy does not as a matter of course make public projections as to future sales, earnings, or other results. However, the management of PBF Energy has prepared the prospective financial information set forth below to present the financial data relating to PBF Energy and PBFX. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the PBF Energy’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management's knowledge and belief, the expected course of action and the expected future financial performance of PBF Energy. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither PBF Energy’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

In connection with the proposed Merger, PBF Energy management prepared forecasts relating to PBF Energy and PBFX (without giving effect to the Merger) that included non-public historical and projected financial data relating to PBF Energy and PBFX (the “Forecasts”). The Forecasts were provided to Barclays for its use and consideration in its preparation of the Barclays Discussion Materials. The Forecasts were also provided to Intrepid for its use and consideration in its financial analysis in preparation of its opinion to the Conflicts Committee. The Forecasts assumed:

The Sensitivity Case was provided to Intrepid for its use and consideration in its preparation of the Fairness Opinion.

The summary of the Sensitivity Case and the Forecasts are being included in this proxy statement/prospectus to give PBFX Public Unitholders access to non-public information that was provided to Barclays, the GP Board, the Conflicts Committee and Intrepid in the course of evaluating the Merger. The inclusion of this information should not be regarded as an indication that any of PBF Energy, PBFX, PBFX GP or their respective advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such Sensitivity Case and Forecasts set forth below should not be relied on as such.

The Sensitivity Case and Forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with generally accepted accounting principles in the United States (“GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Deloitte & Touche LLP nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial and operating information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

The prospective financial information included in this document has been prepared by, and is the responsibility of PBF Energy’s management. Neither Deloitte & Touche LLP nor any other independent accountants, have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, neither Deloitte & Touche LLP, nor any other independent accountants, have expressed an opinion or any other form of assurance with respect thereto. The reports of Deloitte & Touche LLP incorporated by reference in this document relate to either PBF Energy’s or PBFX’s previously issued financial statements. These reports do not extend to the Sensitivity Case or Forecasts and should not be read to do so.

Furthermore, the Sensitivity Case and Forecasts do not take into account any circumstances or events occurring after the date they were prepared. None of PBF Energy, PBFX nor PBFX GP can give assurance that, had the Sensitivity Case or Forecasts been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, PBF Energy, PBFX and PBFX GP do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the Sensitivity Case or Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The Sensitivity Case and Forecasts do not take into account all the possible financial and other effects on PBFX of the Merger, the effect on PBFX of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Sensitivity Case and Forecasts do not take into account the effect on PBFX of any possible failure of the Merger to occur. None of PBF Energy, PBFX, PBFX GP or their affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any PBFX Public Unitholder or other person regarding PBFX’s ultimate performance compared to the information contained in the Sensitivity Case or Forecasts or to the effect that the future financial and operating performance set forth in the Sensitivity Case or Forecasts will be achieved. The inclusion of the Sensitivity Case and Forecasts herein should not be deemed an admission or representation by PBF Energy, PBFX, PBFX GP or their advisors or any other person that it is viewed as material information of PBFX, particularly in light of the inherent risks and uncertainties associated with such Sensitivity Case and Forecasts.