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RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
Transactions and agreements with PBFX
The Company 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:
Commercial Agreements
The Company has entered into long-term, fee-based commercial agreements with PBFX relating to assets associated with the contribution agreements, which PBF LLC entered into with PBFX, the majority of which include a minimum volume commitment 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 the Company and the Company has committed to provide PBFX with minimum fees based on minimum monthly throughput volumes. There were no agreements entered into during the three and nine months ended September 30, 2024.
Other Agreements
In addition to the commercial agreements described above, the Company has entered into an omnibus agreement with PBFX, PBFX GP and PBF LLC, which has been amended and restated in connection with certain of the Contribution Agreements (as amended, the “Omnibus Agreement”). The Omnibus Agreement addresses the payment of an annual fee for the provision of various general and administrative services and reimbursement of salary and benefit costs for certain PBF Energy employees.
Additionally, the Company and certain of its subsidiaries have entered into an operation and management services and secondment agreement with PBFX (as amended, the “Services Agreement”), pursuant to which the Company and its subsidiaries provide PBFX with the personnel necessary for PBFX to perform its obligations under its commercial agreements. PBFX reimburses the Company 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. The Services Agreement will terminate upon the termination of the Omnibus Agreement, provided that PBFX may terminate any service on 30-days’ notice.
Affiliate Lease Agreements
In the normal course of business, the Company enters into certain affiliate lease arrangements with PBFX for the use of certain storage, terminaling and pipeline assets. The terms for these affiliate leases generally range from seven to fifteen years. These leases are recorded on the Company’s Balance Sheets within Lease right of use assets-affiliate, Current operating lease liabilities-affiliate and Long-term operating lease liabilities-affiliate.
Refer to the Company’s 2023 Annual Report on Form 10-K (“Note 9 - Related Party Transactions” and “Note 11 - Leases” of the Notes to Consolidated Financial Statements) for a more complete description of the agreements with PBFX.
Summary of Transactions with PBFX
A summary of the Company’s affiliate transactions with PBFX is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2024202320242023
Reimbursements under affiliate agreements:
Services Agreement$2.2 $2.2 $6.5 $6.5 
Omnibus Agreement1.5 2.0 4.4 5.9 
Total expenses under affiliate agreements(85.0)(86.6)(261.0)(260.4)
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 Condensed Consolidated Statements of Operations.
Additionally, the Condensed Consolidated Balance Sheets include $4.7 million and $37.9 million recorded within Accounts receivable - affiliate and Accounts payable - affiliate, respectively, related to transactions with PBFX as of September 30, 2024 ($5.2 million and $43.7 million, respectively, as of December 31, 2023).
Transactions and agreements with SBR
The Company and its subsidiaries have entered into various agreements with SBR, related to the sale and purchase of environmental credits and hydrocarbon products.
Commercial Agreements
PBF Holding has entered into commercial agreements with SBR for the purchase and sale of RINs and Low Carbon Fuel Standard (“LCFS”) credits.
The Agreement for the Sale and Purchase of Renewable Identification Numbers was initiated on June 1, 2023, and the Leadership for Energy Automated Processing Master Agreement for Purchasing and Selling of LCFS credits was initiated on August 1, 2023. Both agreements had initial terms of three months. Upon the expiration of the initial terms, both agreements have been, and may continue to be, automatically renewed for successive three-month periods, unless earlier terminated by the Company or SBR via written notice at least two months in advance of expiration.
Operating Agreement
The Company entered into an operation and management services and secondment agreement (the “Operating Agreement”) with SBR in June 2023, pursuant to which the Company provides SBR with the personnel necessary for SBR to operate so that it may perform its obligations under the commercial agreements. The Company charges SBR a fixed operating fee under the agreement and SBR reimburses the Company for the use of employees and the provision of certain infrastructure-related services to the extent applicable to its operations.
Other Agreements
In addition to the agreements described above, the Company entered into an omnibus agreement with SBR 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 (the “SBR Omnibus Agreement”). Pursuant to the SBR Omnibus Agreement, the Company charges SBR a fixed administrative fee and SBR reimburses the Company for the services utilized. Furthermore, the Company entered into a common asset use and servitude agreement (the “CAUSA”) with SBR, pursuant to which the Company provides Chalmette Refining and SBR certain services with certain common use assets utilized. The cost of operations and maintenance for the common use assets is allocated between Chalmette Refining and SBR. Additionally, from time to time, the Company enters into short-term lease agreements for the use of marine vessels currently leased by SBR. Since these lease terms are less than one year, they are not recorded on the Company’s Consolidated Balance Sheet.
Summary of Transactions with SBR
A summary of the Company’s related party transactions with SBR is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2024202320242023
Transactions under commercial agreements:
Sales $12.6 $6.4 $25.8 $6.4 
Purchases(69.6)(151.3)(234.1)(151.3)
Reimbursements under related party agreements:
Operating Agreement66.7 27.1 133.527.1
SBR Omnibus Agreement0.9 0.9 3.10.9
CAUSA1.5 1.3 5.01.3
Total lease expense under related party agreements(2.4)— (4.1)— 
Total sales, consisting of refined product sales, and purchases, primarily related to environmental credit and hydrocarbon purchases, under the commercial agreements with SBR are included within Revenues and Cost of products and other, respectively, on the Company’s Condensed Consolidated Statements of Operations.
Additionally, the Condensed Consolidated Balance Sheets include $20.9 million and $36.7 million recorded within Accounts receivable - affiliate and Accounts payable - affiliate, respectively, related to transactions with SBR as of September 30, 2024 ($22.1 million and $28.3 million, respectively, as of December 31, 2023).