STOCKHOLDERS' AND MEMBERS' EQUITY STRUCTURE

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE

STOCKHOLDERS’ AND MEMBERS’ EQUITY STRUCTURE

Class A Common Stock

Holders of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.

Class B Common Stock

Holders of shares of Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each PBF LLC Series A Unit beneficially owned by such holder. Accordingly, the the members of PBF LLC other than PBF Energy collectively have a number of votes in PBF Energy that is equal to the aggregate number of PBF LLC Series A Units that they hold.

Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law.

Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of PBF Energy.

Preferred Stock

Authorized preferred stock may be issued in one or more series, with designations, powers and preferences as shall be designated by the Board of Directors.

PBF LLC Capital Structure

PBF LLC Series A Units

The allocation of profits and losses and distributions to PBF LLC Series A unit holders is governed by the Limited Liability Company Agreement of PBF LLC. These allocations are made on a pro rata basis with PBF LLC Series C Units. PBF LLC Series A unit holders do not have voting rights.

PBF LLC Series B Units

The PBF LLC Series B Units are intended to be “profit interests” within the meaning of Revenue Procedures 93-27 and 2001-43 of the Internal Revenue Service and have a stated value of zero at issuance. The PBF LLC Series B Units are held by certain of the Company’s officers, have no voting rights and are designed to increase in value only after the Company’s financial sponsors achieve certain levels of return on their investment in PBF LLC Series A Units. Accordingly, the amounts paid to the holders of PBF LLC Series B Units, if any, will reduce only the amounts otherwise payable to the PBF LLC Series A Units held by the Company’s financial sponsors, and will not reduce or otherwise impact any amounts payable to PBF Energy (the holder of PBF LLC Series C Units), the holders of the Company’s Class A common stock or any other holder of PBF LLC Series A Units. The maximum number of PBF LLC Series B Units authorized to be issued is 1,000,000.

PBF LLC Series C Units

The PBF LLC Series C Units rank on a parity with the PBF LLC Series A Units as to distribution rights, voting rights and rights upon liquidation, winding up or dissolution. PBF LLC Series C Units are held solely by PBF Energy.

Information about the issued classes of PBF LLC units for the years ended December 31, 2013, 2012 and 2011, is as follows:

	Series A Units		Series B Units	Series C Units
Balance—January 1, 2011	51,393,114		950,000	—
Units allocated to management	—		50,000	—
Member capital contribution	40,864,698		—	—
Balance—December 31, 2011	92,257,812		1,000,000	—
Issuances of restricted units	23,904		—	—
Exercise of warrants and options	2,661,636		—	—
Balance—December 18, 2012	94,943,352		1,000,000	—
Reorganization and offering transaction	(21,967,686	)	—	21,967,686
Issuance of Series C units	—		—	1,600,000
Exchange of Series A Units for Class A common stock of PBF Energy Inc.	(3,535	)	—	3,535
Balance—December 31, 2012	72,972,131		1,000,000	23,571,221
Issuances of restricted stock	—		—	42,614
Exercise of warrants and options	5,094		—	—
Secondary offering transaction	(15,950,000	)	—	15,950,000
Balance—June 12, 2013	57,027,225		1,000,000	39,563,835
Issuances of restricted stock	—		—	17,778
Exercise of warrants and options	258,309		—	—
Exchange of Series A Units for Class A common stock of PBF Energy Inc.	(83,860	)	—	83,860
Balance—December 31, 2013	57,201,674		1,000,000	39,665,473

The warrants and options exercised in the table above include both non-compensatory and compensatory PBF LLC Series A warrants and options.

PBF Holding Capital Structure

At December 31, 2013 and 2012, PBF LLC was the sole member of PBF Holding.