ACQUISITIONS

Torrance Acquisition

On July 1, 2016, the Company acquired from ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific Pipe Line Company, the Torrance refinery and related logistics assets (collectively, the “Torrance Acquisition”). While the Company’s consolidated financial statements for both the years ended December 31, 2018 and 2017 include the results of operations of Torrance Refining, the final working capital settlement for the Torrance Acquisition was finalized in the second quarter of 2017. Additionally, certain acquisition related costs for the Torrance Acquisition were recorded in the first and second quarter of 2017.

The aggregate purchase price for the Torrance Acquisition was $521,350 in cash after post-closing purchase price adjustments, plus final working capital of $450,582. In addition, the Company assumed certain pre-existing environmental and regulatory emission credit obligations in connection with the Torrance Acquisition. The transaction was financed through a combination of cash on hand, including proceeds from certain equity offerings, and borrowings under the Revolving Credit Facility.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:



	Purchase Price
Gross purchase price	$	537,500
Working capital	450,582
Post close purchase price adjustments	(16,150		)
Total consideration	$	971,932

The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:



	Fair Value Allocation
Inventories	$	404,542
Prepaid and other current assets	982
Property, plant and equipment	704,633
Deferred charges and other assets, net	68,053
Accounts payable	(2,688		)
Accrued expenses	(64,137		)
Other long-term liabilities	(139,453		)
Fair value of net assets acquired	$	971,932

The Company’s consolidated financial statements for the years ended December 31, 2018 and 2017 include the results of operations of the Torrance refinery for the full year. The Company’s consolidated financial statements for the year ended December 31, 2016 include the results of operations of the Torrance refinery since July 1, 2016 during which period the Torrance refinery contributed revenues of $1,977,204 and net income of $86,394. On an unaudited pro forma basis, the revenues and net income of the Company assuming the Torrance Acquisition had occurred on January 1, 2015, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2015, nor is the financial information indicative of the results of future operations. The unaudited pro forma financial information includes the depreciation and amortization expense related to the Torrance Acquisition and interest expense associated with the related financing.



	Year ended December 31,
(Unaudited)	2016
Pro forma revenues	$	16,987,548
Pro forma net income attributable to PBF Holding Company LLC	31,565

Acquisition Expenses

The Company incurred acquisition related costs consisting primarily of consulting and legal expenses related to completed, pending and non-consummated acquisitions of $488 and $13,622 in the years ended December 31, 2017 and 2016, respectively. There were no such costs for the year ended December 31, 2018. Acquisition costs are included in the consolidated statements of operations in General and administrative expenses.