PARSIPPANY, N.J., June 11, 2019 /PRNewswire/ -- PBF Energy
Inc. (NYSE: PBF) announced today that its subsidiary has signed a
definitive agreement to purchase the 157,000 barrel-per-day
Martinez refinery, and related
logistics assets, from Equilon Enterprises LLC d/b/a Shell Oil
Products US (the "Seller" or "Shell"). With the acquisition, PBF's
total throughput capacity will increase to over one million barrels
per day and its refining system will have a consolidated Nelson
Complexity of 12.8.
Based on timing of close, the upfront acquisition price will be
between $900.0 million and
$1.0 billion. In addition to
the upfront consideration, there are a number of unique transaction
terms that drive incremental value for PBF and reduce our invested
capital. Notably, direct and indirect first quarter 2020
turnaround costs and certain additional future capital expenses
will be funded by the Seller. The value of working capital will be
determined at closing. The Martinez transaction is expected to close in
the second half of 2019, subject to customary closing conditions
and regulatory approvals.
"The acquisition of the high-complexity, dual-coking
Martinez refinery is a significant
strategic step for PBF as we expand our West Coast operations and
increase our total throughput capacity to more than one million
barrels per day," said PBF Chairman and Chief Executive Officer
Tom Nimbley. "Martinez is one of the most complex refineries
in the country and a top-tier asset. This acquisition will provide
increased opportunities for PBF's expanding West Coast operations
to deliver enhanced value and returns in the favorable markets
ahead including tangible synergies for our two-refinery West Coast
system. We look forward to welcoming Martinez's highly-motivated and professional
workforce to the PBF family, and are committed to continuing their
tradition of safe, reliable, environmentally responsible
operations, as well as their outstanding community
partnership."
The Martinez refinery is
located on an 860-acre site in the City
of Martinez, 30 miles northeast of San Francisco, California. The refinery is a
high-conversion 157,000 barrel per day, dual-coking facility with a
Nelson Complexity Index of 16.1, making it one of the most complex
refineries in the United States.
The facility is strategically positioned in Northern California and provides for operating
and other synergies with PBF's Torrance refinery located in Southern
California.
In addition to refining assets, the transaction includes a
number of high-quality onsite logistics assets including a
deep-water marine facility, product distribution terminals and
refinery crude and product storage facilities with approximately
8.8 million barrels of shell capacity.
Renewable Fuels Project
PBF Energy and Shell have also
agreed to jointly move forward with reviewing the feasibility of
building a proposed renewable diesel project which would repurpose
existing idled equipment at the Martinez refinery to create a renewable fuels
production facility. The detailed feasibility review and
planning for this project is expected to occur after closing of the
acquisition.
Conference Call Information
At 5:15 p.m. ET, June 11,
2019, PBF Energy will host a conference call to discuss the
transaction. The call will be webcast and can be accessed at PBF
Energy's website, http://www.pbfenergy.com. The call can also be
heard by dialing (866) 342-8591 or (203) 518-9713, conference ID:
PBF0611. The audio replay will be available two hours after the end
of the call through June 25, 2019, by
dialing (800) 839-4013 or (402) 220-2982.
Forward-Looking Statements
Statements in this press
release relating to future plans, results, performance,
expectations, achievements and the like are considered
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, the company's expectations
with respect to timing of the completion of the proposed
acquisition; the company's post-acquisition plans, objectives,
expectations and intentions with respect to future earnings and
operations of the Martinez
refinery and/or its West Coast operations, including the renewable
fuels project; the company's plans for financing the proposed
acquisition; and the conditions to the closing of the proposed
acquisition and the possibility that the proposed acquisition will
not close. These forward-looking statements involve known and
unknown risks, uncertainties and other factors, many of which may
be beyond the company's control, that may cause actual results to
differ materially from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Factors and uncertainties that may cause actual results
to differ include but are not limited to the risks disclosed in the
company's filings with the SEC. All forward-looking statements
speak only as of the date hereof. The company undertakes no
obligation to revise or update any forward-looking statements
except as may be required by applicable law.
About PBF Energy Inc.
PBF Energy Inc. (NYSE: PBF) is
one of the largest independent refiners in North America, operating, through its
subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New
Jersey and Ohio. Our
mission is to operate our facilities in a safe, reliable and
environmentally responsible manner, provide employees with a safe
and rewarding workplace, become a positive influence in the
communities where we do business, and provide superior returns to
our investors.
PBF Energy Inc. also currently indirectly owns the general
partner and approximately 48% of the limited partnership interest
of PBF Logistics LP (NYSE: PBFX).
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SOURCE PBF Energy Inc.