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RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
PBFX Merger
On July 27, 2022, PBF Energy and PBF LLC entered into a definitive agreement with PBFX (the “Merger Agreement”) pursuant to which PBF Energy and PBF LLC announced their intention to acquire all of the publicly held common units in PBFX representing limited partner interests in the master limited partnership not already owned by certain wholly-owned subsidiaries of PBF Energy and its affiliates on the closing date of the transaction (the “Merger Transaction”). The Merger Transaction closed on November 30, 2022 and PBFX became an indirect wholly-owned subsidiary of PBF Energy and PBF LLC.
At the effective time of the Merger, pursuant to the terms of the Merger Agreement, each PBFX Public Common Unit was converted into the right to receive: (i) 0.27 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy, (ii) $9.25 in cash, without interest, and (iii) any cash in lieu of fractional shares of PBF Energy Common Stock to which the holder thereof became entitled upon surrender of such PBFX Public Common Units in accordance with the Merger Agreement. Such Merger Agreement consideration totaled $303.7 million in cash and resulted in the issuance of 8,864,684 PBF Energy common shares. The PBFX Common Units owned by PBF LLC and PBFX Holdings and the non-economic general partner interest remain outstanding and were unaffected by the Merger. There was no change in ownership of the non-economic general partner interest.
Transactions and Agreements with PBFX
PBF Holding entered into agreements with PBFX that establish fees for certain general and administrative services, and operational and maintenance services provided by the Company to PBFX. In addition, the Company executed terminal, pipeline and storage services agreements with PBFX under which PBFX provides commercial transportation, terminaling, storage and pipeline services to the Company. These agreements with PBFX include:
Contribution Agreements
Immediately prior to the closing of certain contribution agreements, which PBF LLC entered into with PBFX (as defined in the table below, and collectively referred to as the “Contribution Agreements”), PBF Holding contributed certain assets to PBF LLC. PBF LLC in turn contributed those assets to PBFX pursuant to the Contribution Agreements. Certain proceeds received by PBF LLC from PBFX in accordance with the Contribution Agreements were subsequently contributed by PBF LLC to PBF Holding. There were no agreements entered into during the years ended December 31, 2022, 2021 and 2020.
Commercial Agreements with PBFX
PBF Holding has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the Contribution Agreements described above, the majority of which include a minimum volume commitment (“MVC”) and are supported by contractual fee escalations for inflation adjustments and certain increases in operating costs. Under these agreements, PBFX provides various pipeline, rail and truck terminaling and storage services to PBF Holding and PBF Holding has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. PBF Holding believes the terms and conditions under these agreements, as well as the Omnibus Agreement (as defined below) and the Services Agreement (as defined below) each with PBFX, are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services. There were no agreements entered into during the years ended December 31, 2021 and 2020.
The commercial agreements entered into during the year ended December 31, 2022 (as defined in the table below) with PBFX include:
AgreementsInitiation DateInitial TermRenewals (a)MVCForce Majeure
Transportation and Terminaling
Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility (b)12/12/201410 years
2 x 5
4,400 bpdPBF Holding or PBFX can declare
Delaware Pipeline Services Agreement5/15/201510 years, 8 months
2 x 5
50,000 bpd
Delaware Pipeline Services Agreement- Magellan Connection11/1/20162 years, 5 monthsSee note (c)See note (c)
Delaware City Truck Loading Services Agreement- Gasoline5/15/201510 years, 8 months
2 x 5
30,000 bpd
Delaware City Truck Loading Services Agreement- LPGs5/15/201510 years, 8 months
2 x 5
5,000 bpd
East Coast Terminals Terminaling Services Agreements (d)5/1/2016Various (e)Evergreen
15,000 bpd (f)
East Coast Terminals Tank Lease Agreements5/1/2016Various (e)Evergreen
350,000 barrels (g)
Torrance Valley Pipeline Transportation Services Agreement- North Pipeline (b)8/31/201610 years
2 x 5
50,000 bpd
Torrance Valley Pipeline Transportation Services Agreement- South Pipeline (b)8/31/201610 years
2 x 5
75,000 bpd (h)
Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank (b)8/31/201610 years
2 x 5
55,000 barrels (g)
Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank (b)8/31/201610 years
2 x 5
900,000 barrels per month
Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank (b)8/31/201610 years
2 x 5
770,000 barrels per month
Paulsboro Natural Gas Pipeline Services Agreement (b)8/4/201715 yearsEvergreen
60,000 dekatherms per day
Knoxville Terminals Agreement- Terminaling Services4/16/20185 yearsEvergreen Various (i)
Knoxville Terminals Agreement- Storage Services4/16/20185 yearsEvergreen
115,334 barrels (g)
Toledo Rail Loading Agreement (b)7/31/20187 years, 5 months
2 x 5
Various (j)
Chalmette Terminal Throughput Agreement 7/31/20181 yearEvergreen N/A
Chalmette Rail Unloading Agreement7/31/20187 years, 5 months
2 x 5
7,600 bpd
DSL Ethanol Throughput Agreement (b)7/31/20187 years, 5 months
2 x 5
5,000 bpd
Delaware City Terminaling Services Agreement1/1/20224 years
2 x 5
95,000 bpd
Toledo Truck Unloading & Terminaling Agreement (b)4/1/20229 monthsEvergreenSee note (k)
Storage
Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility (b)12/12/201410 years
2 x 5
3,849,271 barrels (g)
PBF Holding or PBFX can declare
Chalmette Storage Agreement (b)See note (l)10 years
2 x 5
625,000 barrels (g)
East Coast Storage Assets Terminal Storage Agreement (b)1/1/20198 yearsEvergreen
2,953,725 barrels (g)
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(a)PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable.
(b)These commercial agreements with PBFX are considered leases.
(c)In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, PBF Holding and Delaware Pipeline Company LLC agreed to a two-year, five-month MVC (the “Magellan MVC”) under the Delaware Pipeline Services Agreement. The Magellan MVC expired on March 31, 2019, subsequent to which PBFX has been billing actual throughput on the Magellan connection.
(d)Subsequent to the PBFX acquisition of the Toledo, Ohio refined products terminal assets (the “Toledo Products Terminal”), the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements.
(e)The East Coast Terminals related party agreements include varying initial term lengths, ranging from one to five years.
(f)The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between PBFX’s East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro refinery with a 15,000 bpd MVC.
(g)Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to the effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors. PBF Holding’s available shell capacity may be subject to change as agreed to by PBF Holding and PBFX.
(h)In connection with the acquisition of Torrance Valley Pipeline Company LLC on May 31, 2019, the Torrance Valley Pipeline Transportation Services Agreement- South Pipeline was amended and restated to increase the MVC from 70,000 bpd to 75,000 bpd.
(i)The minimum throughput revenue commitment for the Knoxville Terminals Agreement- Terminaling Services is $0.9 million for year one, $1.8 million for year two and $2.7 million for year three and thereafter.
(j)Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day.
(k)The Toledo Truck Unloading & Terminaling Agreement MVC was 5,500 bpd through December 31, 2022. Effective January 1, 2023, the MVC decreased to 1,000 bpd.
(l)The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017.
Omnibus Agreement
In addition to the commercial agreements described above, PBF Holding entered into an omnibus agreement with PBFX, PBF GP and PBF LLC, which has been amended and restated in connection with certain of the Contribution Agreements with PBFX, PBF GP and PBF LLC (as amended, the “Omnibus Agreement”) for the provision of executive management services and support for accounting and finance, legal, human resources, information technology, environmental, health and safety, and other administrative functions, as well as (i) PBF LLC’s agreement not to compete with PBFX under certain circumstances, subject to certain exceptions, (ii) PBFX’s right of first offer for ten years to acquire certain logistics assets retained by PBF Energy following the PBFX Offering, including certain logistics assets that PBF LLC or its subsidiaries may construct or acquire in the future, subject to certain exceptions, and (iii) a license to use the PBF Logistics trademark and name.
The annual fee under the Omnibus Agreement for the year ended December 31, 2022 was $8.3 million, inclusive of obligations under the Omnibus Agreement to reimburse PBF Holding for certain compensation and benefit costs of employees who devoted more than 50% of their time to PBFX for the year ended December 31, 2022. The Company currently estimates to receive an annual fee of $8.3 million, inclusive of estimated obligations under the Omnibus Agreement to reimburse PBF Holding for certain compensation and benefit costs of employees who devote more than 50% of their time to PBFX for the year ending December 31, 2023.
Services Agreement
Additionally, PBF Holding and certain of its subsidiaries entered into an operation and management services and secondment agreement with PBFX (as amended, the “Services Agreement”), pursuant to which PBF Holding and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under the commercial agreements. PBFX reimburses PBF Holding for the use of such employees and the provision of certain infrastructure-related services to the extent applicable to its operations, including storm water discharge and waste water treatment, steam, potable water, access to certain roads and grounds, sanitary sewer access, electrical power, emergency response, filter press, fuel gas, API solids treatment, fire water and compressed air. For the year ended December 31, 2022, PBFX paid an annual fee of $8.7 million to PBF Holding pursuant to the Services Agreement and is estimated to pay the same annual fee to PBF Holding pursuant to the Services Agreement for the year ending December 31, 2022.
The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30-days’ notice.
Summary of Transactions with PBFX
A summary of our affiliate transactions with PBFX is as follows:
Year Ended December 31,
(in millions)202220212020
Reimbursements under affiliate agreements:
Services Agreement$8.7 $8.7 $8.7 
Omnibus Agreement8.3 7.3 7.6 
Total expenses under affiliate agreements319.6 304.1 289.4 
Total reimbursements under the Omnibus Agreement are included in General and administrative expenses and reimbursements under the Services Agreement and expenses under affiliate agreements are included in Cost of products and other in the Company’s statements of operations.
Financial SponsorsAs of December 31, 2013 PBF Energy’s financial sponsors had received the full return of their aggregate amount invested in PBF LLC Series A Units. As a result, pursuant to the amended and restated limited liability company agreement of PBF LLC, the holders of PBF LLC Series B Units are entitled to an interest in the amounts received by the investment funds associated with the initial investors in PBF LLC in excess of their original investment in the form of PBF LLC distributions and from the shares of PBF Energy Class A Common Stock issuable to such investment funds (for their own account and on behalf of the holders of PBF LLC Series B Units) upon an exchange, and the proceeds from the sale of such shares. Such proceeds received by the investment funds associated with the initial investors in PBF LLC are distributed to the holders of the PBF LLC Series B Units in accordance with the distribution percentages specified in the PBF LLC amended and restated limited liability company agreement. There were no distributions to PBF LLC Series B unitholders for the years ended December 31, 2022, 2021 or 2020.