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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on February 17, 2015

Registration No. 333-              


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Philadelphia Energy Solutions Inc.
(Exact name of Registrant as Specified in Its Charter)



Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  2911
(Primary Standard Industrial
Classification Code Number)
  47-2981738
(I.R.S. Employer
Identification Number)

1735 Market Street, 10th Floor
Philadelphia, Pennsylvania 19103
(215) 339 1200

(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)



John B. McShane
Secretary and General Counsel
1735 Market Street, 10th Floor
Philadelphia, Pennsylvania 19103
(215) 339-1200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)



Copies to:

Charles E. Carpenter
Debbie P. Yee
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400

 

Mike Rosenwasser
Michael Swidler
Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
(212) 237-0000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

                  If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

                  If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                  If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                  If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee

 

Class A common stock, par value $0.001 per share

  $100,000,000   $11,620

 

(1)
Includes shares of Class A common stock issuable upon exercise of the underwriters' option to purchase additional shares.

(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

                  The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated February 17, 2015

PROSPECTUS

                  Shares

LOGO

Philadelphia Energy Solutions Inc.

Class A Common Stock



              This is an initial public offering of our Class A common stock. We are offering                        shares of Class A common stock. We expect that the initial public offering price will be between $            and $            per share. Currently, no public market exists for our Class A common stock. After the pricing of this offering, we expect that our Class A common stock will trade on the New York Stock Exchange ("NYSE") under the symbol "PESC."

              Immediately following this offering, holders of our Class A common stock will collectively own 100% of the economic interests in Philadelphia Energy Solutions Inc. and have        % of the voting power of Philadelphia Energy Solutions Inc. The holders of our Class B common stock will have the remaining        % of the voting power of Philadelphia Energy Solutions Inc. As a result, we will be a "controlled company" as defined under the NYSE listing rules.

              Investing in shares of our Class A common stock involves risks. See "Risk Factors" beginning on page 17 of this prospectus.



 
 
Per Class A Share
 
Total
 

Public offering price

  $     $    

Underwriting discount

  $     $    

Proceeds to us, before expenses

  $     $    

              The underwriters may also purchase up to an additional                        shares of Class A common stock from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus.

              Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

              The shares of Class A common stock will be ready for delivery on or about                  , 2015.



Joint Book-Running Managers

BofA Merrill Lynch

  Credit Suisse



   

The date of this prospectus is                        , 2015.


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[Insert Cover Art]


Table of Contents


CONTENTS

 
  Page  

PROSPECTUS SUMMARY

    1  

Competitive Strengths

   
2
 

Business Strategies

    3  

Refining Business

    4  

Logistics Business

    6  

Risk Factors

    7  

Summary of the Organizational Transactions

    8  

Our Sponsors

    11  

Corporate Information

    11  

The Offering

    12  

Summary Historical Consolidated Financial Data

    15  

RISK FACTORS

   
17
 

Risks Related to Our Business

   
17
 

Risks Related to This Offering and Ownership of Our Class A Common Stock

    40  

FORWARD-LOOKING STATEMENTS

   
50
 

ORGANIZATIONAL TRANSACTIONS

   
51
 

Our Incorporation

   
51
 

Recapitalization of PES LLC

    51  

Offering Transactions

    51  

Organizational Structure Following this Offering

    52  

USE OF PROCEEDS

   
54
 

DIVIDEND POLICY

   
55
 

CAPITALIZATION

   
56
 

DILUTION

   
57
 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

   
58
 

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

   
61
 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
71
 

Executive Summary and Overview

   
71
 

Factors Affecting Comparability

    72  

Factors Affecting Operating Results

    75  

Critical Accounting Policies

    77  

Results of Operations

    79  

Liquidity and Capital Resources

    86  

Cash Flow Analysis

    90  

Contractual Obligations and Commitments

    93  

Quantitative and Qualitative Disclosures about Market Risk

    93  

Recent Accounting Pronouncements

    96  

INDUSTRY OVERVIEW

   
97
 

Introduction

    97  

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  Page  

Ownership of Refineries

    97  

Refining Basics

    97  

Crude Oil Quality

    98  

Industry Terminology

    99  

Current Industry Trends Relevant to Our Business

    101  

Crude Oil Production from Major U.S. Shale Basins

    102  

Overview of PADD I

    106  

BUSINESS

   
111
 

Overview

   
111
 

Competitive Strengths

    112  

Business Strategies

    114  

Refining Business

    115  

Logistics Business

    121  

Competition

    125  

Seasonality

    125  

Employees

    125  

Contribution Agreement Relating to the Philadelphia Refining Complex

    126  

Environmental Regulation

    126  

Rail Safety

    131  

Pipeline Safety

    132  

Employee Safety

    134  

Security

    134  

Insurance

    134  

Legal Proceedings

    134  

MANAGEMENT

   
135
 

Board Composition

   
137
 

Committees of the Board of Directors

    137  

Compensation Committee Interlocks and Insider Participation

    138  

Code of Business Conduct and Ethics

    138  

Corporate Governance Principles and Board Matters

    138  

COMPENSATION DISCUSSION AND ANALYSIS

   
139
 

Executive Summary

   
139
 

Compensation Overview

    140  

Determination of Compensation Awards

    140  

Base Salary

    141  

Annual Cash Incentive Awards

    141  

Equity Incentive Awards

    142  

Employment and Severance Arrangements

    143  

Benefit Plans and Perquisites

    144  

2014 Summary Compensation Table

    145  

2014 Grants of Plan-Based Awards

    146  

Outstanding Equity Awards at 2014 Fiscal Year-End

    146  

2014 Units Vested

    146  

2014 Pension Benefits

    147  

2014 Non-Qualified Deferred Compensation

    147  

Potential Payments Upon Termination or Change in Control

    147  

PES LLC Board Member Compensation

    147  

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  Page  

2015 Incentive Award Plan

    148  

PRINCIPAL STOCKHOLDERS

   
152
 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   
153
 

PES LLC Operating Agreement

   
153
 

Tax Receivable Agreement

    155  

Registration Rights Agreement

    158  

Agreements with Sunoco

    159  

Agreements with Sunoco Logistics

    160  

DESCRIPTION OF CAPITAL STOCK

   
165
 

Authorized Capitalization

   
165
 

Class A Common Stock

    165  

Class B Common Stock

    165  

Preferred Stock

    166  

Authorized but Unissued Capital Stock

    167  

Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws

    168  

Delaware Anti-takeover Statute

    170  

Corporate Opportunity

    171  

Choice of Forum

    172  

Registration Rights Agreement

    172  

Transfer Agent and Registrar

    172  

New York Stock Exchange Listing

    172  

SHARES ELIGIBLE FOR FUTURE SALE

   
173
 

Sale of Restricted Shares

   
173
 

Incentive Award Plan

    173  

Rule 144

    173  

Lock-up Agreements

    174  

Rule 701

       

Registration Rights Agreement

    174  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS OF CLASS A COMMON STOCK

   
175
 

Definition of a Non-U.S. Holder

   
176
 

Distributions

    176  

Sale or Other Taxable Disposition

    177  

Information Reporting and Backup Withholding

    177  

Additional Withholding Tax on Payments Made to Foreign Accounts

    178  

UNDERWRITING

   
179
 

Commissions and Discounts

   
179
 

Option to Purchase Additional Shares

    179  

Directed Share Program

    180  

No Sales of Similar Securities

    180  

NYSE Listing

    181  

Price Stabilization, Short Positions and Penalty Bids

    181  

Electronic Distribution

    182  

Relationships

    182  

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              You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus and any free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted.

              Through and including                    , 2015 (the 25th day after the date of this prospectus), federal securities laws may require all dealers that effect transactions in these securities, whether or not participating in this offering, to deliver a prospectus. This requirement is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

              This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk Factors" and "Forward-Looking Statements."


Industry and Market Data

              The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications or other published independent sources. Some data are also based on our good faith estimates. Although we believe the third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information.


Certain Terms Used in this Prospectus

              Unless the context otherwise requires, references in this prospectus to:

    "PES Company" refer to PES Company, LLC, a Delaware limited liability company, which will own all of our outstanding Class B common stock, representing        % of the voting power of our common stock following the completion of this offering (or        % of the voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us).

    "PES LLC" refer to Philadelphia Energy Solutions LLC, a Delaware limited liability company, and the holding company through which we own our operating subsidiaries.

    "PES," "our company," "we," "our," "us" or like terms, refer to (i) our Predecessor when used in a historical context for any period prior to September 8, 2012; (ii) PES LLC and its consolidated subsidiaries when used in a historical context for any period subsequent to September 8, 2012 and (iii) Philadelphia Energy Solutions Inc., a Delaware corporation and its consolidated subsidiaries, after giving effect to the organizational transactions described under "Organizational Transactions" that will be effected in connection with the closing of this offering.

    "Refining" are to Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company through which we operate our refining segment.

    "Logistics" are to North Yard Logistics, L.P., a Delaware limited partnership through which we operate our logistics segment.

    "Our Predecessor" means the carve-out operations of the Philadelphia refining complex, which were conducted as part of Sunoco's refining and supply business segment prior to September 8, 2012, the date on which we acquired the Philadelphia refining complex from Sunoco.

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    "Carlyle" are to Carlyle PES, L.L.C., a Delaware limited liability company affiliated with The Carlyle Group.

    "ETP" are to Energy Transfer Partners, L.P. a Delaware limited partnership, and where the context requires, its subsidiaries.

    "PES Equity" are to PES Equity Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of ETP.

    "Sunoco" are to Sunoco, Inc., a Pennsylvania corporation, which contributed the Philadelphia refining complex and other refining and logistics assets to us on September 8, 2012, and where the context requires, its subsidiaries. Sunoco is a wholly owned subsidiary of ETP.

    "Sunoco Logistics" are to Sunoco Logistics Partners, LP, a Delaware limited partnership, and, where the context requires, its subsidiaries, which is controlled by ETP.

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PROSPECTUS SUMMARY

              This summary highlights selected information contained elsewhere in this prospectus. You should carefully read the entire prospectus, including "Risk Factors" and the historical and unaudited pro forma consolidated financial statements and the accompanying notes included elsewhere in this prospectus before making an investment decision. Unless otherwise indicated, the information in this prospectus assumes (i) an initial public offering price of $            per share (the midpoint of the price range set forth on the cover page of this prospectus) and (ii) that the underwriters do not exercise their option to purchase additional shares of Class A common stock from us. We have provided definitions for some of the terms we use to describe our business and industry and other terms used in this prospectus in the "Glossary of Terms" beginning on page A-1 of this prospectus.


Philadelphia Energy Solutions Inc.

              We are a holding company with two operating subsidiaries, Refining and Logistics, that operate our refining and logistics business segments, respectively. Refining is a merchant refiner and marketer that operates the 190,000 bpd Girard Point facility and the 145,000 bpd Point Breeze facility (collectively, the "Philadelphia refining complex") on a 1,400 acre site. The Philadelphia refining complex is the largest refining complex in PADD I and the 10th largest in the United States. Since January 1, 2015, Logistics has operated a crude oil rail unloading terminal with the capacity to unload four crude unit trains per day, or 280,000 bpd (the "North Yard terminal"), which provides certain logistics services to Refining. The North Yard terminal is located adjacent to the Philadelphia refining complex and is the East Coast's largest crude oil rail unloading terminal. The separation of our business into the refining and logistics segments provides flexibility in how we allocate capital and access capital markets, in order to balance the growth of our businesses and the return of capital to our stockholders. We intend to explore growth opportunities in both of our segments, either organically or through third-party acquisitions. These growth opportunities could include investments either upstream, downstream or within our current operations, including opportunities at the Philadelphia refining complex. Following this offering, and subject to market conditions, in order to grow our logistics segment, we intend to explore an initial public offering of a growth oriented master limited partnership ("MLP") that owns a substantial portion of our logistics segment and that will be focused solely on providing logistics services to Refining and third parties (the "Logistics IPO").

              Upon our formation, we believed that rapid growth in the production of light, sweet domestic crude oil from developing shale formations such as the Bakken, Eagle Ford and Permian, coupled with relatively static domestic distillation capacity, would create opportunities to secure domestic crude oil at advantaged prices relative to other sources of crude oil. We believe we can continue to capitalize on this development by operating the North Yard terminal, the largest crude oil unloading terminal on the East Coast. In addition, we believe the refined product supply and demand balance in PADD I has become increasingly favorable for us with the closure of numerous refineries that had previously supplied the East Coast. To take advantage of these opportunities, we have made capital investments in a number of organic growth projects discussed below, including the North Yard terminal, and developed a network of supply relationships to transform the Philadelphia refining complex from a facility that primarily relied on waterborne foreign crude oil to one that can receive and process up to 80% domestic crude oil.

              Refining has 335,000 bpd of combined distillation capacity, which accounts for approximately 26% of the PADD I total distillation capacity. Refining is able to capitalize on the recent rise in production of light, sweet domestic crude oil, which is a preferred feedstock for refineries with cat-cracking configurations such as the Philadelphia refining complex, and has demonstrated the ability to process up to 275,000 bpd of domestic crude oil. With the North Yard terminal and access to nearby third party crude oil rail unloading terminals, Refining can receive over 300,000 bpd of domestic crude oil by rail. With its long-term throughput contract with Sunoco Logistics at its Fort Mifflin terminal

 

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(the "Fort Mifflin Terminal"), Refining also has the capability to receive and handle more than 300,000 bpd of domestic or foreign crude oil delivered by waterborne vessels. The Philadelphia refining complex produces a full range of transportation fuels, such as gasoline and ultra-low sulfur diesel, as well as other refined products, including home heating oil, jet fuel, kerosene, fuel oil, propane, propylene, butane, cumene and sulfur. These products are marketed and distributed by truck, rail, pipeline and waterborne vessels throughout population centers in the northeastern United States and by waterborne vessels to international markets.

              Logistics owns and operates the North Yard terminal and currently generates all of its revenue under a ten-year, fee-based commercial agreement with Refining, pursuant to which Logistics charges Refining fees for receiving, handling and transferring crude oil through the North Yard terminal. The commercial agreement is supported by a 170,000 bpd minimum volume commitment, a $1.90 per barrel fee and inflation escalators, which we believe will enhance the stability and predictability of the cash flows we receive from Logistics. Please read "Business—Logistics Business—Commercial Agreement with Refining."

Competitive Strengths

              We have a number of competitive strengths that we believe will help us to successfully execute our business strategy:

              Refining Assets with Significant Scale and Flexibility.    The Philadelphia refining complex is a large-scale facility with a combined distillation capacity of 335,000 bpd, which makes it the largest refining complex in PADD I and the 10th largest in the United States. The Girard Point and Point Breeze facilities are located adjacent to one another and, as a result, benefit from operating cost efficiencies arising from shared infrastructure and support functions. By blending intermediate product streams from both facilities, Refining can optimize product yields at the Philadelphia refining complex. While the Girard Point and Point Breeze facilities are connected, the primary processing units are each operated autonomously, which enhances the stability of our cash flows.

              Access to Low Cost Domestic Crude Oil.    Over the last several years, domestic production of crude oil has increased significantly, predominantly in the form of light, sweet crude oil which is a preferred feedstock for refineries with cat-cracking configurations such as ours. During this same time period, a crude-by-rail infrastructure developed to provide domestic crude oil producers access to new markets like PADD I. This crude-by-rail infrastructure, including the North Yard terminal, has provided us with access to domestic feedstocks that have been price advantaged relative to foreign crude oil and has improved our competitive position. With price advantaged feedstocks, lower-cost natural gas and a freight advantage relative to European refineries, we are well-situated to competitively supply refined products to PADD I and are often in a position to economically export products, primarily diesel. While we believe that the value of domestic crude oil delivered by rail will continue to provide economic incentive to us to deliver crude through the North Yard terminal, in the event that the pricing environment changes we have the ability to supply the Philadelphia refining complex entirely through domestic or foreign waterborne crude oils.

              High-Value Product Slate.    The Philadelphia refining complex is located in PADD I, the largest refined products market in the United States. In the nine months ended September 30, 2014, PADD I accounted for approximately 34% of combined demand for gasoline, distillate fuel oil, kerosene and jet fuel in the United States. As a merchant refiner with scale, the ability to produce 85% of its refined products as transportation fuels and the flexibility to produce a wide range of high value gasoline and distillate products, Refining is able to optimize its product slate to capture economic opportunities offered by prevailing market conditions in the attractive PADD I market.

 

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              Access to Flexible Logistics.    Refining is able to efficiently source crude oil and deliver refined products to market through its access to an extensive logistics platform. This platform consists of (i) more than 300,000 bpd of unloading capacity at crude oil rail terminals, including the North Yard terminal, and more than 300,000 bpd of unloading capacity at crude oil marine terminals that provide the flexibility to purchase either domestic crude oil delivered by rail or water, or foreign crude oil delivered by water, depending on the relative refining values of various crude oils; (ii) a newly constructed, on-site third-party NGL rail terminal (the "NGL terminal"), 775,000 bbls of NGL storage assets connected by pipeline to the Philadelphia refining complex and rail access to other NGL storage assets that allow Refining to seasonally store, purchase and blend butanes into gasoline and (iii) a vast network of truck loading racks, pipelines, barges, refined product storage terminals and docks located at, or downstream from, the Philadelphia refining complex that enable Refining to market and distribute its refined products throughout PADD I and internationally.

              Experienced and Proven Management Team.    Our management team is experienced in the operation of refining and logistics assets, as well as the execution of organic growth and acquisition strategies. Several members of our management team have worked together successfully prior to our formation and have a track record of building value in similar businesses, including in the development and sale of Coffeyville Resources, LLC, a predecessor of CVR Energy, Inc. Along with our management team, which averages more than 20 years of industry experience, we benefit from senior-level managers who transitioned from Sunoco as well as individuals with specific technical expertise that were recruited from former Sunoco refineries and other refiners.

Business Strategies

              Our primary business objective is to leverage our strengths to create stockholder value by implementing the following strategies:

              Optimize Crude Oil Supply.    Since our acquisition of the Philadelphia refining complex in September 2012, our management team has developed new supply chains, including the North Yard terminal, which commenced operations in October 2013 and was expanded in October 2014. To complement these sourcing capabilities, we have also invested capital to increase the light crude oil processing capacity at the Philadelphia refining complex to 275,000 bpd of domestic crude oil. With access to the North Yard terminal, the Fort Mifflin Terminal and other nearby third-party crude oil terminal facilities, we benefit from the ability to source more than 300,000 bpd of domestic crude oil by rail or more than 300,000 bpd of either domestic or foreign crude oil by waterborne vessels. We seek to optimize our production by processing the highest refining value, lowest cost crude oil to maximize earnings.

              Invest in the Operational Flexibility and Earning Capacity of the Philadelphia Refining Complex.    The Philadelphia refining complex was designed to process predominantly light, sweet crude oil. Since September 2012, we have made $156.8 million of growth capital investments including (i) the construction of the North Yard terminal and subsequent expansion of its capacity to 280,000 bpd to access higher volumes of domestic crude oil, (ii) improvements in the light ends handling capabilities at both Girard Point and Point Breeze to allow us to process higher volumes of light domestic crude oil and (iii) upgrading the metallurgy at the Girard Point crude unit to more reliably run low-cost, higher-acid crude oils. In addition, we have performed turnarounds at primary processing units (the crude units and FCCs) at Girard Point and Point Breeze in 2013 and 2014, and the next turnarounds at these units are not scheduled until 2018 and 2019, respectively. We plan to continue making investments at the Philadelphia refining complex that enhance operating flexibility and reliability and yield more valuable refined products, such as distillate products.

              Continue to Develop Our Logistics Business.    On January 1, 2015, we created our logistics business segment when the North Yard terminal was contributed to Logistics. Subsequent to this

 

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offering, and subject to market conditions, we intend to explore the Logistics IPO. If consummated, we expect to retain 100% of the general partner interest and incentive distribution rights, as well as a significant portion of the limited partner interest in the issuer. We believe that this ownership structure will maximize our incentive and ability to grow and develop our logistics segment. While there can be no assurances that we will consummate the Logistics IPO, in conjunction with consummating that transaction, we would expect to enter into an omnibus agreement that would give Logistics an option to purchase or right of first offer on certain logistics assets that are currently owned by Refining. While there can be no assurances it will do so, Logistics may also pursue opportunities to develop or acquire from third parties other midstream logistics assets that benefit Refining, or that provide services to third parties.

              Develop Synergistic Businesses and Assets.    Our assets are located on a 1,400 industrial acre site in Philadelphia, Pennsylvania. The site, a significant portion of which is available for future development, has robust industrial infrastructure and direct access to highways, railways, pipelines and waterways. If pipeline access to production of natural gas and associated NGLs from the nearby Marcellus Shale develops, we believe the Philadelphia refining complex provides opportunities for business ventures that are synergistic with our assets, such as a co-generation power plant, a hydrogen plant and the conversion of one of our existing hydrotreaters into a mild hydrocracker. In addition, we are well situated to build businesses that benefit from inexpensive natural gas as a feedstock, such as petrochemical processing plants.

              Promote Operational Excellence in Reliability and Safety.    We believe that a favorable safety and reliability record, which can be measured and managed similar to all other aspects of our business, inherently impacts profitability. We will continue to emphasize safety in all aspects of our operations. We will continue to devote significant time and resources toward improving the safety, reliability and efficiency of our operations through our commitment to employee training and development programs and to our preventive maintenance programs.

              Maintain an Appropriate Capital Structure with Sufficient Liquidity.    We intend to maintain a capital structure with an appropriate amount of leverage and sufficient liquidity to invest in operational efficiencies that we believe will increase the overall earnings and cash flow generated by our business. As of September 30, 2014, we had $205.3 million of cash and cash equivalents, as well as access to Refining's $100.0 million undrawn revolving credit facility, subject to borrowing base availability and other restrictions. We also entered into an intermediation agreement ("intermediation agreement") with Merrill Lynch Commodities, Inc. ("MLC"), in October 2014 that allows us to minimize our investment in working capital at Refining and exposure to inventory price volatility.

              We cannot assure you, however, that we will be able to implement our business strategies described above. For further discussion of the risks that we face, please read "Risk Factors."

Refining Business

              Refining is a merchant refiner that operates the Philadelphia refining complex, which is comprised of the 190,000 bpd Girard Point facility and the 145,000 bpd Point Breeze facility. Girard Point and Point Breeze process a mix of predominantly light, sweet crude oils from North Dakota, Texas, West Africa, Canada and other parts of the world. We produce a full range of refined products (including gasoline, ultra-low sulfur diesel, home heating oil, jet fuel, kerosene, fuel oil, propane, propylene, butane, cumene and sulfur) which we market, primarily in the northeastern United States.

Girard Point and Point Breeze

              Girard Point and Point Breeze are adjacent to one another on an approximately 1,400 acre industrial site and benefit from highway, pipeline, rail and dock infrastructure that provides both crude

 

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oil sourcing flexibility and access to refined product markets, including an attractive local market, and other major product markets like the New York Harbor. While the Philadelphia refining complex takes advantage of the cost savings associated with shared infrastructure and support functions, Girard Point and Point Breeze are managed by separate, dedicated refinery managers who work in coordination to optimize the combined results of the Philadelphia refining complex. Girard Point is a 190,000 bpd facility with operations including crude oil fractionation, catalytic cracking, distillate hydrotreating, reforming, isomerization and alkylation, as well as an aromatics extraction facility that feeds the only cumene unit in PADD I. Point Breeze is a 145,000 bpd facility with operations including crude oil fractionation, catalytic cracking, distillate hydrotreating, reforming, alkylation and gasoline desulfurization.

              Sunoco made approximately $1.5 billion in capital investments to upgrade and maintain the Philadelphia refining complex in the six years that preceded our acquisition of the Philadelphia refining complex. From September 8, 2012, the date we acquired the Philadelphia refining complex, through September 30, 2014, we made $381.7 million of capital investments to upgrade and maintain the Philadelphia refining complex. These investments included $156.8 million of growth capital for the construction and subsequent expansion of the North Yard terminal to 280,000 bpd to access higher volumes of domestic crude oil, improvements in the light ends handling capabilities at both Girard Point and Point Breeze to allow us to process higher volumes of light domestic crude oil and upgraded metallurgy at the Girard Point crude unit to more reliably run low-cost, higher-acid crude oils. We plan to continue making investments at the Philadelphia refining complex that enhance operating flexibility and reliability and increase the yield of more valuable refined products, such as distillate products.

Logistics Capabilities

              Refining is able to optimize its business through access to a wide range of logistics assets and infrastructure that facilitate (i) crude oil and other feedstock supply; (ii) blendstock acquisition, storage and handling; and (iii) refined product marketing. In the future, we may consider a transfer or sale of certain of these assets owned by Refining to Logistics or a sale of such assets to a third-party. In addition, in the event of a Logistics IPO, we expect to enter into an omnibus agreement with Logistics that would provide Logistics with a number of potential future growth opportunities through the acquisition of logistics assets owned or acquired by Refining, including an option to purchase the NGL terminal and a right of first offer with respect to certain of Refining's logistics assets. We expect that Refining will be the primary customer for these logistics assets after any purchase of such assets by Logistics. For a description of these logistics assets and infrastructure and Logistics' rights to acquire them, please read "Business—Refining Business—Logistics Capabilities."

Products Marketing

              As a merchant refiner with scale and the ability to produce a wide range of high value transportation fuels, Refining is able to optimize production to capture the economic opportunities offered by the markets. Refining produces a range of products including gasoline, ultra-low sulfur diesel, home heating oil, jet fuel, kerosene, fuel oil, propane, propylene, butane, cumene and sulfur that are marketed primarily in the northeastern United States. The infrastructure described under "Business—Refining Business—Logistics Capabilities" allows Refining to efficiently market and distribute these products throughout PADD I. Our asset base also provides us with the flexibility to quickly adjust production to capture near-term marketing opportunities. With combined hydrotreating capacity of 155,000 bpd, Refining is capable of producing 100% of its distillate streams as ultra-low sulfur diesel. However, if margins for other distillate products are more favorable based on prevailing market conditions, Refining can shift its production from ultra-low sulfur diesel to kerosene, jet fuel or home heating oil. In the case of gasoline, with aggregate alkylation capacity of 27,500 bpd and reformer capacity of 69,000 bpd, Refining can produce over 100,000 bpd of high-octane gasoline blending

 

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components. As a result, Refining can produce and market more than 50,000 bpd of premium gasoline or shift the production mix to regular gasoline when those product margins are more favorable.

Intermediation Agreement

              On October 7, 2014, Refining entered into the intermediation agreement with MLC, which, along with related ancillary agreements, has the effect of reducing the working capital investment required in order to operate our refining business and our exposure to inventory price volatility. Pursuant to the terms of the agreement, which terminates on October 7, 2017, MLC supplies and hedges substantially all of the crude oil and non-crude oil feedstock requirements of the Philadelphia refining complex, purchasing these feedstocks from third parties that Refining identifies and based on pricing mechanisms that Refining negotiates, in each case subject to certain conditions.

              MLC also purchases substantially all of the barrels processed through the Philadelphia refining complex under the intermediation agreement at market prices for the respective products, hedges and then sells these products to third parties that Refining identifies and based on pricing mechanisms that Refining negotiates, in each case subject to certain conditions. In connection with these activities, Refining pays MLC a fixed fee per barrel of feedstocks that MLC sells to Refining and a separate fixed fee for each barrel of products that MLC purchases from Refining. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Intermediation Agreement."

Logistics Business

              On January 1, 2015, we began operating our logistics business as a separate segment upon the contribution of the North Yard terminal to Logistics. Subsequent to this offering, and subject to market conditions, we intend to explore the Logistics IPO; however, there can be no assurances that we will consummate the Logistics IPO. In connection with the contribution of the North Yard terminal to Logistics, Refining and Logistics entered into a ten-year, take-or-pay commercial agreement with minimum volume commitments, along with a related service and secondment agreement. The North Yard terminal is the East Coast's largest crude oil rail unloading terminal and is located adjacent to the Philadelphia refining complex. Following an expansion project completed on October 28, 2014, the North Yard terminal currently has unloading capacity of four unit trains per day, or 280,000 bpd based on the current 104-car unit train configuration. If the rail industry moves to more efficient 120-car unit trains, then we expect the capacity of the North Yard terminal will increase.

              The North Yard terminal is integral to Refining's efforts to source domestic crude oil, particularly from the Bakken shale. The North Yard terminal commenced operations on October 23, 2013 and was capable of operating at its initial full capacity by the beginning of November 2013. As a direct result, Refining more than doubled its processing of domestic crude oil in November 2013 as compared to September 2013, running 161,000 bpd versus 76,000 bpd, respectively. When the North Yard terminal expansion was completed on October 28, 2014, the amount of domestic crude oil processed by Refining increased again, reaching 235,000 bpd in December 2014. Throughput at the North Yard terminal increased to 192,000 bpd in December 2014, which exceeds the 170,000 bpd minimum throughput requirement contained in Logistics' commercial agreement with Refining.

Certain Logistics Assets Owned by Refining

              Refining owns and operates logistics assets that are used in the operations of the Philadelphia refining complex. In the future, we may consider a transfer or sale of these assets to Logistics or a sale of these assets to a third-party. In addition, in the event of a Logistics IPO, we would expect to enter into an omnibus agreement with Logistics that would provide Logistics with a number of potential future growth opportunities through the acquisition of logistics assets owned or acquired by Refining,

 

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including the assets described under "Business—Refining Business—Logistics Capabilities." We expect that Refining will be the primary customer for these logistics assets after any purchase of such assets by Logistics.

              We also expect that Logistics would have the ability under the omnibus agreement to cause Refining to exercise its purchase option on the NGL terminal and, upon such exercise, to acquire the NGL terminal and associated real estate rights from Refining at the net book value as of the closing date of the acquisition. We cannot assure you that we will consummate the Logistics IPO or, if the Logistics IPO is consummated, that the omnibus agreement will be entered into on the terms described above. Further, even if the omnibus agreement is entered into, the consummation and timing of any acquisition of assets owned by Refining will depend upon, among other things, Refining's willingness to offer the asset for sale and obtain any necessary consents, the determination that the asset is suitable for Logistics' business at that particular time, the parties' ability to agree on a mutually acceptable price, the parties' ability to negotiate an acceptable purchase agreement and services agreement with respect to the asset and Logistics' ability to obtain financing on acceptable terms.


Risk Factors

              Investing in our Class A common stock involves risks that include changes in refining margins, competition, volatile commodity prices and other material factors. For a discussion of these risks and other considerations that could negatively affect us, including risks related to this offering and our Class A common stock, see "Risk Factors" and "Forward-Looking Statements."

 

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Summary of the Organizational Transactions

              We were formed as a Delaware corporation in February 2015 to serve as the issuer of the Class A common stock offered hereby. On or prior to the closing of this offering, we will consummate the following transactions, which we refer to collectively as our "organizational transactions":

    we will amend and restate the amended and restated limited liability company agreement of PES LLC (as amended and restated, the "PES LLC Operating Agreement") to, among other things, (i) provide for a single class of common membership interests in PES LLC (the "LLC Units"), (ii) convert all of PES Company's existing membership interest in PES LLC into LLC Units and (iii) appoint us as the sole managing member of PES LLC;

    we will amend and restate our certificate of incorporation (as amended and restated, our "certificate of incorporation") to, among other things, (i) provide for Class A common stock and Class B common stock and (ii) convert PES Company's existing equity interest in us into shares of Class B common stock on a            -to-one basis;

    we will issue            shares of our Class A common stock (or            shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us) in exchange for net proceeds of approximately $             million based on an assumed initial public offering price of $            per share, after deducting the underwriting discount and estimated offering expenses (or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us);

    we will use the net proceeds from this offering (including any net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock from us) to purchase                 LLC Units directly from PES LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount;

    PES LLC will use the proceeds from the sale of LLC Units to us (i) to repay $             million of existing liabilities; (ii) to distribute to PES Company $             million, all of which will be to reimburse PES Company for certain capital expenditures made with respect to certain assets owned by PES Company; and (iii) for general limited liability company purposes;

    we will adopt the Philadelphia Energy Solutions Inc. 2015 Incentive Award Plan providing for certain equity awards to our directors and employees as described under "Compensation Discussion and Analysis—2015 Incentive Award Plan"; and

    we will enter into (i) a tax receivable agreement with PES Company and PES LLC (the "tax receivable agreement") and (ii) a registration rights agreement with PES Company (the "registration rights agreement").

              Immediately following the completion of this offering and the organizational transactions:

    our sole asset will be our                 LLC Units, which will represent a        % interest in PES LLC, and as the sole managing member of PES LLC, we will operate and control the business and affairs of Refining and Logistics;

    the investors in this offering will own            shares of our Class A common stock, representing approximately         % of the voting power of our common stock (or approximately        % of the voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us);

 

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    PES Company will own all our outstanding Class B common stock, representing approximately        % of the voting power of our common stock (or        % of the voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us). The Class B common stock will not have any economic interest in us, which means that PES Company will not have the right to receive any distributions or dividends, whether cash or stock, paid by us to our common stockholders; and

    PES Company will own                 LLC Units, which will represent the remaining        % interest in PES LLC. At the election of PES Company, the LLC Units owned by PES Company are redeemable in exchange for newly issued shares of our Class A common stock on a one-for-one basis (and PES Company's shares of Class B common stock will be cancelled on a one-for-one basis upon any such redemption). In lieu of issuing shares of our Class A common stock to PES Company, subject to the approval of our board of directors, which will include directors who are affiliated with PES Company and may include directors who own LLC Units in the future, we may, at our option, make a cash payment to PES Company equal to a volume-weighted average market price of one share of Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the PES LLC Operating Agreement; provided that, at our option, we may effect a direct exchange of such Class A common stock or such cash for such LLC Units. See "Certain Relationships and Related Party Transactions—PES LLC Operating Agreement."

              For more information regarding our structure and the organizational transactions, see "Organizational Transactions." For more information regarding the PES LLC Operating Agreement, the tax receivable agreement and the registration rights agreement, see "Certain Relationships and Related Party Transactions."

 

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              The following simplified diagram sets forth our ownership structure after giving effect to the organizational transactions and this offering:

GRAPHIC


(1)
The public and PES Company will own        % and        % of our voting interests, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us.

(2)
Borrower under the Refining term loan and Refining revolving credit facility.

 

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Our Sponsors

              PES Company is a joint venture formed among Carlyle, PES Equity (as successor-in-interest to Sunoco) and members of our management that owns and operates the Philadelphia refining complex and the North Yard terminal.

              The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $194 billion of assets under management across 128 funds and 142 fund of funds vehicles as of December 31, 2014. The Carlyle Group's purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. The Carlyle Group invests across four segments—Corporate Private Equity, Real Assets, Global Market Strategies and Investment Solutions—in Africa, Asia, Australia, Europe, the Middle East, North America and South America. The Carlyle Group has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,650 people in 40 offices across six continents.

              PES Equity is an indirect wholly owned subsidiary of ETP. ETP is a publicly traded master limited partnership that owns and operates a diversified portfolio of energy assets, including interstate and intrastate natural gas, NGLs, refined products and crude oil pipelines; natural gas storage, treating and conditioning facilities; natural gas processing plants and retail gasoline stations.


Corporate Information

              Our principal executive offices are located at 1735 Market Street, 10th Floor, Philadelphia, Pennsylvania 19103, and our telephone number is (215) 339-1200. Our website is located at www.pes-companies.com. We expect to make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission (the "SEC") available, free of charge, through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

 

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The Offering

Issuer

  Philadelphia Energy Solutions Inc.

Class A common stock offered by us

 

            shares (or            shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us).

Class A common stock outstanding after this offering

 

            shares (or            shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us).

Class B common stock outstanding after this offering

 

            shares, all of which will be owned by PES Company.

Voting power in us held by investors in this offering

 

      % (or      % if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us).

Voting power in us held by PES Company after this offering

 

      % (or      % if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us).

Ratio of shares of Class A common stock to LLC Units

 

Our certificate of incorporation and the PES LLC Operating Agreement will require that (i) we at all times maintain a ratio of one LLC Unit owned by us for each share of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities) and (ii) PES LLC at all times maintain (x) a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Units owned by us and (y) a one-to-one ratio between the number of shares of Class B common stock owned by PES Company and the number of LLC Units owned by PES Company. This construct is intended to result in PES Company having a voting interest in us that is identical to its percentage economic interest in PES LLC. PES Company will own all of our outstanding Class B common stock.

Use of proceeds

 

We expect to receive net proceeds of approximately $               million from the sale of shares of Class A common stock offered by this prospectus based on an assumed initial public offering price of $              per share, after deducting the underwriting discount and estimated offering expenses. We intend to use the net proceeds from this offering (including any net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock from us) to purchase                       LLC Units directly from PES LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount.

 

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PES LLC will use the proceeds from the sale of LLC Units to us (i) to repay $               million of existing liabilities; (ii) to distribute to PES Company $               million, all of which will be to reimburse PES Company for certain capital expenditures made with respect to certain assets owned by PES Company; and (iii) for general limited liability company purposes. See "Use of Proceeds."

Voting rights

 

Each share of our Class A common stock and our Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law, our certificate of incorporation or our amended and restated bylaws (our "bylaws"). See "Description of Capital Stock."

Redemption rights of holders of LLC Units

 

PES Company, from time to time following this offering, may require PES LLC to redeem all or a portion of LLC Units owned by PES Company in exchange for newly issued shares of our Class A common stock on a one-for-one basis. In lieu of issuing shares of our Class A common stock to PES Company, subject to the approval of our board of directors, which will include directors who are affiliated with PES Company and may include directors who own LLC Units in the future, we may, at our option, make a cash payment to PES Company equal to a volume-weighted average market price of one share of Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the PES LLC Operating Agreement; provided that, at our option, we may effect a direct exchange of such Class A common stock or such cash for such LLC Units. See "Certain Relationships and Related Party Transactions—PES LLC Operating Agreement." Shares of our Class B common stock owned by PES Company will be cancelled on a one-for one basis upon the redemption of LLC Units owned by PES Company as described above in accordance with the terms of the PES LLC Operating Agreement.

Registration rights agreement

 

Pursuant to the registration rights agreement, we will, subject to the terms and conditions thereof, agree to register the resale under the Securities Act of 1933, as amended, (the "Securities Act") of the shares of our Class A common stock that are issuable to PES Company upon the redemption of its LLC Units as described above under "—Redemption rights of holders of LLC Units." See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

 

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Dividend policy

 

We currently intend to pay quarterly cash dividends of approximately $              per share on our Class A common stock following this offering, commencing after the completion of the            quarter of 2015. The declaration, timing and amount of any such dividends will be at the sole discretion of our board of directors and will depend on a variety of factors, including general economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, plans for expansion, tax, legal, regulatory and contractual restrictions and implications, including under our and our subsidiaries' outstanding debt agreements, and such other factors as our board of directors may deem relevant. In addition, because we are a holding company our ability to pay cash dividends to holders of our Class A common stock will be affected by our subsidiaries' ability to pay cash dividends to us. See "Dividend Policy."

Controlled company

 

Following this offering we will be a "controlled company" within the meaning of the corporate governance rules of the NYSE. See "Management—Board Composition."

Directed share program

 

At our request, the underwriters have reserved for sale, at the initial public offering price, up to      % of the shares of Class A common stock being offered by this prospectus for sale to our directors, director nominees and executive officers. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. See "Underwriting—Directed Share Program."

Tax receivable agreement

 

We will enter into the tax receivable agreement with PES Company and PES LLC that will provide for the payment by us to PES Company of 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any redemptions of LLC Units described above under "—Redemption rights of holders of LLC Units" or any prior sales of interests in PES LLC and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement" for a discussion of the tax receivable agreement.

Risk factors

 

For a discussion of factors you should consider before buying the shares, see "Risk Factors."

Exchange listing

 

After the pricing of this offering, we expect that our Class A common stock will trade on the NYSE under the symbol "PESC."

 

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Summary Historical Consolidated Financial Data

              The following table presents the summary historical consolidated financial data of PES LLC and our Predecessor. The summary historical consolidated financial data as of December 31, 2013, 2012 and September 7, 2012, for the years ended December 31, 2013 and 2011 and for the periods from September 8, 2012 to December 31, 2012 and January 1, 2012 to September 7, 2012, have been derived from audited financial statements of PES LLC and our Predecessor, included elsewhere in this prospectus. The summary historical consolidated financial data as of December 31, 2011 have been derived from the audited financial statements of our Predecessor not included in this prospectus. The information as of September 30, 2014 and 2013, and for the nine months ended September 30, 2014 and 2013 was derived from the unaudited consolidated financial statements of PES LLC included elsewhere in this prospectus and include all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of the financial position and the results of operations for such periods. Results for the interim periods are not necessarily indicative of the results for the full year.

              Upon the closing of this offering, the historical consolidated financial statements of PES LLC will become the historical consolidated financial statements of Philadelphia Energy Solutions Inc.

              The historical consolidated financial data and other statistical data presented below should be read in conjunction with the consolidated financial statements of PES LLC and our Predecessor and the related notes thereto, included elsewhere in this prospectus, and the sections entitled "Unaudited Pro Forma Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." The consolidated financial information may not be indicative of our future performance.

 

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  Successor    
  Predecessor  
 
  Nine Months
Ended
September 30,
2014
  Nine Months
Ended
September 30,
2013
  Year Ended
December 31,
2013
  Period from
September 8
to December 31,
2012
   
  Period from
January 1
to September 7,
2012
  Year Ended
December 31,
2011
 
 
  (in thousands)
   
  (in thousands)
 

Consolidated statements of operations data:

                                         

Net sales

  $ 10,254,992   $ 10,066,870   $ 13,627,620   $ 4,552,022       $ 9,961,884   $ 13,945,883  

Operating costs and expenses

                                         

Cost of sales, excluding depreciation

    9,596,402     9,715,348     13,185,363     4,238,775         9,436,608     13,487,628  

Operating expenses, excluding depreciation

    358,277     316,507     422,506     119,637         273,066     429,513  

Impairment of inventory

    18,598             11,533              

General and administrative expenses

    66,097     56,243     72,245     24,722         44,913     39,093  

Depreciation and amortization expense

    26,693     16,011     23,201     2,171         12,597     99,443  

Provision for asset write-downs

                            1,464,357  

Total operating costs and expenses

    10,066,067     10,104,109     13,703,315     4,396,838         9,767,184     15,520,034  

Operating income (loss)

    188,925     (37,239 )   (75,695 )   155,184         194,700     (1,574,151 )

Other (expense) income

                                         

Interest expense, net

    (35,075 )   (20,418 )   (30,975 )   (571 )            

Other income (expense)

    623     3,272     3,631     (14,815 )            

Income (loss) before income tax expense

    154,473     (54,385 )   (103,039 )   139,798         194,700     (1,574,151 )

Income tax benefit (expense)

   
1,684
   
   
100
   
(3,788

)
     
(13,506

)
 
498,358
 

Net income (loss)

  $ 156,157   $ (54,385 ) $ (102,939 ) $ 136,010       $ 181,194   $ (1,075,793 )

Consolidated balance sheet data:

                                         

Cash and cash equivalents

  $ 205,310   $ 189,924   $ 127,380   $ 232,931       $   $  

Property, plant and equipment, net

    387,135     274,666     298,656     98,782         295,463     283,878  

Total assets

    1,167,043     1,089,906     1,003,165     773,456         548,584     376,471  

Note payable to affiliate

                28,179              

Current portion of long-term debt and capital lease obligation

    10,960     5,750     6,460                  

Long-term debt and capital lease obligation

    543,303     536,469     535,236                  

Members' equity/parent company net investment

    222,880     114,216     66,642     390,541         422,325     269,606  

Other financial data:

                                         

Capital expenditures

  $ 90,872   $ 210,815   $ 267,871   $ 14,060       $ 25,994   $ 63,236  

Gross margin

   
255,002
   
19,004
   
(3,450

)
 
179,906
       
239,613
   
(70,701

)

Gross refining margin(1)

    658,590     351,522     442,257     313,247         525,276     458,255  

EBITDA(2)

    216,241     (17,956 )   (48,863 )   142,540         207,297     (1,474,708 )

(1)
Gross refining margin is a non-GAAP measure defined as gross margin excluding direct operating expenses, depreciation and amortization expense and impairment of inventory related to the Philadelphia refining complex. We believe gross refining margin is an important measure of operating performance and provides useful information to investors because it more closely reflects the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for operating expenses and depreciation expense. In order to assess our operating performance, we compare our gross refining margin to industry refining margin benchmarks and crude oil prices.

Gross refining margin should not be considered as an alternative to gross margin, operating income (loss), net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin presented by other companies may not be comparable to our presentation since each company may define this term differently. For a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, gross margin, please see "Selected Historical Consolidated Financial Data."

(2)
EBITDA is a non-GAAP measure defined as net income (loss) excluding interest expense, income tax benefit (expense) and depreciation and amortization expense. We believe EBITDA is an important supplemental measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on GAAP measures and eliminates items that have less bearing on our operating performance. EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations of EBITDA are:

    EBITDA does not reflect depreciation and amortization, but the assets being depreciated and amortized will often have to be replaced in the future;

    EBITDA does not reflect the significant interest expense, or the cash requirements necessary to make payments of interest or principal on our indebtedness; and

    EBITDA does not reflect our tax expense.

    EBITDA should not be considered as an alternative to operating income (loss), net income (loss), net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA presented by other companies may not be comparable to our presentation since each company may define this term differently. For a reconciliation of EBITDA to the most directly comparable GAAP financial measure, net income (loss), please see "Selected Historical Consolidated Financial Data."

 

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RISK FACTORS

              Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with the other information set forth in this prospectus before making an investment decision. Any of the following risks and uncertainties could have a material adverse effect on our financial condition, results of operations and cash flows. If that occurs, the trading price of our Class A common stock could decline materially, and you could lose all or part of your investment. The risks and uncertainties discussed below are not the only risks and uncertainties we face. We may experience additional risks and uncertainties not currently known to us or as a result of developments occurring in the future. Conditions that we currently deem to be immaterial may also materially and adversely affect our financial condition, results of operations and cash flows.

Risks Related to Our Business

The price volatility of crude oil, other feedstocks, refined products and fuel and utility services may have a material adverse effect on our financial condition, results of operation and cash flows.

              Our earnings, cash flows and liquidity from our refining operations depend primarily on the margin above operating expenses (including the cost of refinery feedstocks, such as crude oil and NGLs that are processed and blended into refined products, as well as regulatory compliance costs such as the costs of generating and obtaining Renewable Identification Numbers ("RINs")) at which we are able to sell refined products. Refining is primarily a margin-based business and, to increase earnings, it is important to maximize the yields of high-value finished products while minimizing the costs of feedstock and operating expenses. When the margin between refined product prices and crude oil and other feedstock costs narrows, our earnings and cash flows are negatively affected. Refining margins historically have been volatile, and are likely to continue to be volatile, as a result of a variety of factors, including fluctuations in the prices of crude oil, other feedstocks, refined products and fuel and utility services. For example, from January 2010 to January 2015, the price for ICE Brent crude oil fluctuated between $46.59 and $126.65 per barrel, while over the same period the price for New York Harbor conventional gasoline fluctuated between $52.19 per barrel and $143.93 per barrel. While an increase or decrease in the price of crude oil may result in a similar increase or decrease in prices for refined products, there may be a time lag in the realization of the similar increase or decrease in prices for refined products. The effect of changes in crude oil prices on our refining margins therefore depends in part on how quickly and how fully refined product prices adjust to reflect these changes. For a discussion of the impact that the spread between the price of our delivered crude oil and the price of the benchmark crude oil can have on our refining margins, see "—Our results of operations are affected by crude oil price differentials, which may fluctuate substantially." For a discussion of the impact that the costs of generating and obtaining RINs may have on our margins, see "—Refining's inability to generate or obtain the necessary number of RINs and waiver credits could adversely affect our operating margins, which, in turn, could adversely affect our financial condition, results of operations and cash flows."

              Prices of crude oil, other feedstocks and refined products depend on numerous factors beyond our control, including the supply of and demand for crude oil, other feedstocks, gasoline, diesel, fuel oil and other refined products. Such supply and demand are affected by, among other things:

    changes in global and local economic conditions;

    domestic and foreign demand for fuel products, especially in the United States, China and India;

    worldwide political conditions, particularly in significant oil producing regions such as the Middle East, West Africa, Russia and Latin America;

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    the level of foreign and domestic production of crude oil and refined products and the volume of crude oil, feedstock and refined products imported into and exported from the United States;

    availability of and access to transportation infrastructure;

    utilization rates of U.S. and European refineries and expansion or contraction of the United States' and Europe's refining capacity;

    the ability and willingness of the members of the Organization of Petroleum Exporting Countries to affect crude oil prices and maintain production controls;

    the U.S. crude oil export ban and the possibility that it is lifted;

    development and marketing of alternative and competing fuels;

    commodities speculation;

    natural disasters (such as hurricanes and tornadoes), accidents, interruptions in transportation, inclement weather or other events that can cause unscheduled shutdowns or otherwise adversely affect the Philadelphia refining complex, the North Yard terminal and our other assets; and

    federal and state government regulations and taxes.

              Our direct operating expenses structure also impacts our earnings. Our major direct operating expenses include employee and contract labor, maintenance, chemicals and catalysts and energy costs. Our predominant variable direct operating cost is energy, which is comprised primarily of fuel and other utility services. The volatility in costs of fuel, principally natural gas and other utility services, principally electricity, used by the Philadelphia refining complex and our other operations affect our operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets. Natural gas prices have historically been volatile and, typically, electricity prices fluctuate with natural gas prices. Future increases in fuel and utility prices may have a negative effect on our earnings and cash flows. Fuel and other utility services costs constituted approximately 23% and 27% of our total direct operating expenses for the year ended December 31, 2013 and the nine months ended September 30, 2014, respectively.

              In addition, Refining is required to maintain certain intermediate product inventories. Our refined product inventory is valued at the lower of cost or market value under the last-in, first-out ("LIFO") inventory valuation methodology. If the market value of our refined product inventory were to decline to an amount less than our LIFO cost, we would record a write-down of inventory and a non-cash charge to cost of sales.

              Volatility in refined product prices also affects the borrowing base under the Refining revolving credit facility. A decline in prices of our refined products will reduce the value of our refined product inventory collateral, which, in turn, may reduce the amount available for Refining to borrow under the Refining revolving credit facility.

Our results of operations are affected by crude oil price differentials, which may fluctuate substantially.

              The Philadelphia refining complex is configured to process light, sweet crude oils, and our results of operations are affected by crude oil price differentials, which may fluctuate substantially. Prior to our acquisition of the Philadelphia refining complex in September 2012, the Philadelphia refining complex historically processed crude oils that were predominantly foreign waterborne crude oils that priced at a premium to Brent crude oil. However, since our acquisition of the Philadelphia refining complex, we have pursued a strategy of purchasing and refining increasing amounts of low-cost domestic crude oil. With the completion of the North Yard terminal on October 23, 2013, the

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improvement in efficiency of the light ends handling capabilities of the Point Breeze crude units in the first quarter of 2014 and the expansion of the North Yard terminal in October 2014, we are currently pursuing a strategy to process up to 80% domestic crude oil, much of which we have, and which we expect to continue to, source from the Bakken region in North Dakota and deliver to the North Yard terminal. A barrel of Bakken crude oil has historically traded at a discount relative to a barrel of Brent crude oil. This discount has typically allowed East Coast refiners to purchase Bakken crude oil, delivered to the refinery, at a substantially lower cost as compared to a barrel of delivered Brent crude oil or other alternative light, sweet foreign waterborne crude oil. This Bakken-Brent crude oil price differential has been volatile as a result of various continuing geopolitical events as well as logistical and infrastructure constraints to move crude oil from the Bakken fields into the refining centers of the United States, including the northeastern United States. Between September 30, 2012 and January 31, 2015, the discount at which a barrel of Bakken crude oil traded at Clearbrook, Minnesota relative to the price of a barrel of Brent crude oil trading on the London Intercontinental Exchange ranged from $32.90 to $3.51. A wide price differential benefits refineries, such as the Philadelphia refining complex, that are capable of sourcing and utilizing domestic crude oil that is priced more in line with Bakken crude oil. However, there can be no assurance that we will be able to source and process 80% domestic crude oil or that this favorable price differential will continue, and either of these could, in turn, reduce our operating margins and adversely affect our financial condition, results of operations and cash flows.

During the second half of 2014, both domestic and foreign crude oil prices declined by approximately 50%. Persistently low prices could reduce domestic crude oil production and affect crude oil price differentials and Refining's operating margins which, in turn, would adversely affect our financial condition, results of operations and cash flows.

              During the second half of 2014, global crude oil production continued to increase while demand grew more slowly than expected as global economies continued to recover from recession. On November 27, 2014, OPEC decided to sustain its current production levels, causing the decline in crude oil prices to accelerate. After reaching $72.54 per barrel on December 1, 2014, Brent crude oil declined to $57.33 per barrel on December 31, 2014. Domestic crude oil prices declined at a similar rate, with WTI declining from $69.00 per barrel on December 1, 2014, to $53.27 per barrel on December 31, 2014. The rapid growth in domestic crude oil production in recent years has primarily resulted from increases in shale oil production, including Bakken crude oil. The cost of producing shale oil varies widely, but prevailing crude oil prices may cause current shale oil production to be unprofitable and may curtail future exploration and production of domestic crude oil in higher cost areas. If the growth rate of domestic crude oil production slows, or if domestic crude oil production declines, then the price differential between domestic and foreign crude oil prices may narrow, resulting in higher crude oil costs for the Philadelphia refining complex and lower operating margins for Refining. This, in turn, would adversely affect our financial condition, results of operations and cash flows.

A material decrease in crude oil production in the Bakken region could result in a material decrease in the volume of attractively priced Bakken crude oil processed by Refining.

              During the first nine months of 2014, the Philadelphia refining complex processed approximately 14% of the total crude oil produced in the Bakken region. This percentage may rise if we are successful in our strategy to process up to 80% domestic crude oil, much of which we expect to source from the Bakken region. Most of the Bakken crude oil processed by Refining was unloaded at the North Yard terminal. Producers in the Bakken region have outlets for their crude oil in the Midwest, West Coast, East Coast and Gulf Coast refining centers of the United States. The volume of attractively priced Bakken crude oil that Refining processes depends, in part, on the total production in the Bakken region. In addition to the risks related to transporting crude oil discussed below, we may be exposed to production risks in the Bakken region, including:

    the impact of lower crude oil prices on the profitability and production of crude oil, including the potential for significantly lower capital investment in crude oil production;

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    the availability of drilling rigs for producers;

    weather-related curtailment of operations by producers and disruptions to truck-gathering operations;

    declines in production due to depletion rates;

    the nature and extent of governmental regulation and taxation, including regulations related to the exploration, production and transportation of shale oil, including hydraulic fracturing, natural gas flaring and rail transportation;

    the development of third-party crude oil gathering systems that could impact the price and availability of crude oil in the area; and

    the anticipated future prices of crude oil and refined products in surrounding markets.

              If, as a result of any of these or other factors, the volume of crude oil available in the Bakken region is materially reduced for a prolonged period of time, the volume of price-advantaged Bakken crude oil delivered to the North Yard terminal and processed by Refining could be materially reduced. Any deterioration of the current favorable conditions would have a material adverse effect on our financial condition, results of operations and cash flows.

Disruption of Refining's ability to obtain an adequate supply of crude oil could reduce our liquidity and increase our costs.

              All of Refining's crude oil requirements are sourced from production in the Bakken shale in North Dakota, the United States Gulf Coast and midcontinent, West Africa and from other foreign sources. The actual amount of foreign crude oil Refining purchases is dependent on market and operating conditions and will vary from quarter to quarter. We are subject to the political, geographic and economic risks attendant to doing business with foreign suppliers. Disruption of production in or transportation from, any of these regions for an extended period for any reason could have a material impact on our financial condition, results of operations and cash flows. We source a substantial amount of crude oil from the Bakken shale and, as a result, we may be disproportionately exposed to the impact of delays or interruptions of supply from that region as discussed below. In the event that one or more of our traditional sources of crude oil supply becomes unavailable, we may not be able to replace it or may be able to do so only at significantly higher prices. In either case, our refining margins would be lower, which could adversely affect our financial condition, results of operations and cash flows. If Refining is unable to obtain a sufficient crude oil supply from MLC or elsewhere, Refining would only have approximately 15 to 20 days of crude oil stored for processing or in transit.

A lifting of the U.S. crude oil export ban could affect crude oil price differentials and Refining's operating margins and have a material adverse effect on our financial condition, results of operations and cash flows.

              Since the 1970s, the United States has restricted the ability of producers to export domestic crude oil. As total crude oil production has increased in the United States in recent years, primarily due to the increase in shale oil production, there have been increasing calls by producers for a lifting of the crude oil export ban. If the export ban were to be lifted or modified to allow significant export of lightly processed domestic crude oil such as condensate, the price of domestic crude oil would likely rise to levels that are comparable to world oil prices, increasing feedstock costs to the Philadelphia refining complex. Deterioration of the current favorable crude oil price differentials between domestic and foreign crude oils may narrow Refining's operating margins and, in turn, have a material adverse effect on our financial condition, results of operations and cash flows.

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The risks inherent in our refining and logistics operations could cause disruptions, including unscheduled maintenance or downtime of the Philadelphia refining complex and the North Yard terminal, and could expose us to potentially significant losses, costs or liabilities for which we may not be fully covered by insurance.

              Our operations are subject to significant hazards and risks inherent in refining and logistics operations and in transporting and storing crude oil, intermediate products and refined products. These hazards and risks include, but are not limited to, natural disasters, fires, explosions, pipeline ruptures and spills, third-party interference and mechanical failure of equipment at our facilities, any of which could result in production and distribution difficulties and disruptions, pollution (such as oil spills, etc.), personal injury or wrongful death claims and other damage to our properties and the property of others. These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment, pollution or other environmental damage for which we may not be fully insured.

              There is also risk of mechanical failure and equipment shutdowns at the Philadelphia refining complex and the North Yard terminal, both in the normal course of operations and following unforeseen events. In such situations, any undamaged refinery processing units may be dependent on, or interact with, damaged process units and, accordingly, may also be subject to being shut down. In the case of a shutdown of a refinery, the refinery must initiate a start-up process that typically lasts several days. The occurrence of these types of events has and could significantly disrupt Refining's operations and ability to produce and distribute refined products and could in some cases result in significant liabilities. Any sustained disruption could have a material adverse effect on our financial condition, results of operations and cash flows.

We must make substantial capital expenditures on our operating facilities to maintain their reliability and efficiency. If we are unable to complete capital projects at their expected costs and/or in a timely manner, or if the market conditions assumed in our project economics deteriorate, our financial condition, results of operations and cash flows could be materially and adversely affected.

              Delays or cost increases related to the engineering, procurement and construction of new facilities, or improvements, maintenance and repairs to our existing facilities and equipment, could have a material adverse effect on our financial condition, results of operations and cash flows. Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including:

    denial or delay in issuing regulatory approvals and/or permits;

    unplanned increases in the cost of construction materials or labor;

    disruptions in transportation of modular components and/or construction materials;

    severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires, spills or train or ship accidents) affecting our facilities and equipment, or those of our vendors and suppliers;

    shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;

    market-related increases in a project's debt or equity financing costs; and/or

    nonperformance or force majeure by, or disputes with, our vendors, suppliers, contractors or sub-contractors.

              The Philadelphia refining complex contains many processing units, a number of which have been in operation for many years. Equipment, even if properly maintained, may require significant capital expenditures and expenses to keep it operating at optimum efficiency and in accordance with regulatory requirements. One or more of the units may require unscheduled downtime for unanticipated maintenance or repairs that are more frequent than our scheduled turnarounds for such

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units. Scheduled and unscheduled maintenance could reduce our revenues during the period of time that the units are not operating and require significant additional capital expenditures. Any one or more of these occurrences could have a significant impact on our business. If we were unable to make up the delays or to recover the related costs, or if market conditions change, it could materially and adversely affect our financial condition, results of operations and cash flows.

The North Yard terminal, which is Logistics' only operating asset, did not commence operations until October 23, 2013, and the expansion of the terminal was not completed until October 2014. The North Yard terminal may fail to operate efficiently or reliably, which could adversely affect our logistics business and our financial condition, results of operations and cash flows.

              The North Yard terminal was constructed in 2013 and commenced operations on October 23rd of that year. We completed a capital project in October 2014 to expand the unloading capacity of the terminal from two to four unit trains per day. It is possible that we will discover issues that adversely impact the terminal's efficient and reliable operations and could adversely affect our financial condition, results of operations and cash flows.

The completion of the Logistics IPO could require Logistics to distribute its available cash to its unitholders, which may negatively impact our financial condition, results of operations and cash flows.

              Subsequent to this offering, and subject to market conditions, we intend to explore the Logistics IPO as described in "Business—Overview" and "—Logistics Business." If the Logistics IPO is consummated and Logistics is no longer wholly owned by us, then the cash flows of Logistics may be burdened by a commitment to make distributions to all of Logistics' unitholders, our income may be more subject to fluctuations associated with Refining's business, we will not likely be able to amend the commercial agreement between Refining and Logistics in our sole discretion and as a practical matter it may be more difficult for us to declare dividends. In addition, the general partner of Logistics, following a Logistics IPO, would owe contractual duties to unaffiliated limited partners in addition to duties to us. Each of the foregoing could adversely affect our financial condition, results of operations and cash flows.

Refining's inability to generate or obtain the necessary number of RINs and waiver credits could adversely affect our operating margins, which, in turn, could adversely affect our financial condition, results of operations and cash flows.

              Pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, the U.S. Environmental Protection Agency ("EPA") has issued Renewable Fuel Standards ("RFS") implementing mandates to blend renewable fuels into petroleum fuels produced and sold in the United States. We are subject to the RFS, which requires obligated parties to blend renewable fuels, such as ethanol, into petroleum fuels sold in the United States or to purchase RINs from third parties who conduct such blending or are otherwise trading in RINs. Once the EPA sets the compliance levels and demonstration deadline, obligated parties must surrender sufficient RINs to meet their renewable fuel obligations under the RFS. See "Business—Environmental Regulation—Fuel Regulations."

              Refining currently blends renewable fuels and purchases RINs on the open market, as well as certain waiver credits, in order to comply with the RFS. In the future, Refining may be required to generate or purchase additional RINs on the open market and/or waiver credits from the EPA to comply with the RFS. Because of uncertainty surrounding how the EPA will implement proposed regulations, RIN prices remained volatile and increased substantially in early 2013 and, after moderating to some extent, increased again in late 2014. In 2013 and the first nine months of 2014, Refining experienced significantly higher RINs costs than in prior periods, which had a significant impact on our results of operations. We incurred approximately $19.0 million, $31.5 million and $116.3 million in RINs costs during the years ended December 31, 2011, 2012 and 2013, respectively,

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and approximately $101.4 million and $95.7 million for the nine months ended September 30, 2013 and 2014, respectively. We cannot predict the future prices of RINs or waiver credits as the cost of RINs is dependent upon a variety of factors, including the availability of qualifying biofuels and the amount actually blended into transportation fuel, the availability of RINs for purchase, the price at which RINs can be purchased, transportation fuel production levels, final determinations by the EPA of the amount of renewable fuel required to be blended each year and the mix of our petroleum products, each of which can vary significantly from quarter to quarter. If Refining fails to obtain sufficient RINs, or relies on invalid RINs, Refining could be subject to fines and penalties imposed by the EPA. The costs to generate or obtain the necessary number of RINs and waiver credits, and any fines imposed for a failure to do so, could adversely affect Refining's operating margins, which, in turn, could adversely affect our financial condition, results of operations and cash flows.

If Refining is unable to obtain crude oil supply and/or sell refined products without the benefit of the intermediation agreement with MLC or any other similar agreement, Refining's inventory levels and our exposure to the risks associated with volatile crude oil and refined product prices may increase.

              The intermediation agreement with MLC allows Refining to price and take title to all crude oil as it is removed from the tanks and processed at the Philadelphia refining complex. All of the crude oil delivered to the Philadelphia refining complex is handled through the intermediation agreement independent of whether crude oil is sourced from Refining's suppliers or from MLC directly. In addition, Refining sells barrels processed through the Philadelphia refining complex to MLC at the tank after the refining process is complete. This arrangement reduces our exposure to fluctuations in crude oil and refined product prices. If Refining is unable to obtain crude oil supply and/or sell barrels processed through the Philadelphia refining complex through the intermediation agreement or another similar agreement, our exposure to crude oil and refined product price fluctuations may increase as the period between the day Refining establishes a price for crude oil purchases and the day Refining establishes a price for product sales increases. Such increased exposure could also negatively impact our liquidity position due to higher working capital needs and, therefore, could adversely affect our financial condition, results of operations and cash flows.

              In addition, our ability to obtain crude oil pursuant to the intermediation agreement is subject to Refining's continued compliance with its debt obligations. An event of default under the Refining term loan, Refining revolving credit facility or certain other financings we may undertake in the future that continues unremedied beyond the applicable cure or grace period will constitute an event of default under the intermediation agreement with MLC, which would exacerbate the negative impact on our financial condition and cash flows caused by the initial event of default.

Our arrangement with MLC exposes us to MLC-related credit and performance risk.

              Under the intermediation agreement, MLC has agreed to supply and hedge substantially all of our crude oil requirements and to purchase substantially all of the barrels processed through the Philadelphia refining complex. Additionally, we are obligated to purchase all inventories upon termination of the intermediation agreement, which expires in October 2017. Relying on MLC's ability to honor its contractual obligations exposes us to MLC's credit and business risks. An adverse change in MLC's business, results of operations, liquidity or financial condition could adversely affect its ability to perform its obligations, which could, in turn, have a material adverse effect on our financial condition, results of operations and cash flows. We will need to renew the intermediation agreement with MLC or replace it with other arrangements to provide the necessary working capital for our business, and our inability to do so could have a material adverse effect on our financial condition, results of operations and cash flows.

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Our historical financial statements may not be indicative of future performance.

              The historical financial statements for periods prior to our acquisition of the Philadelphia refining complex presented in this prospectus reflect carve-out financial statements of an operating unit of Sunoco, which we acquired on September 8, 2012. Prior to our acquisition of the Philadelphia refining complex, we had no history of operating the assets associated with this operating unit, and we now operate them as a standalone business. Thus, the historical results presented in the financial statements for the periods prior to September 8, 2012 are not necessarily comparable to our financial statements following September 8, 2012 or indicative of the results for any future period. Additionally, Refining has entered into certain arrangements, including the intermediation agreement with MLC, that result in our working capital needs and operating costs varying from those affecting the assets that were contributed to us by Sunoco. The historical financial information related to periods prior to September 8, 2012 reflects the sale of certain refined products at intercompany transfer prices, as well as intercompany allocations of expenses which may not be indicative of the actual revenues that would have been received and the expenses that would have been incurred had the business been operating as a company independent from Sunoco for the periods presented. In addition, our results of operations for periods subsequent to the closing of this offering may not be comparable to our results of operations for periods prior to the closing of this offering as a result of certain transactions undertaken in connection with the offering. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Comparability" for a discussion of factors that affect comparability. As a result, it is difficult to evaluate our historical results of operations to assess our future prospects and viability.

We are a holding company whose sole asset will be our equity interest in PES LLC. Accordingly, we will be dependent upon distributions from PES LLC for our cash flows.

              We are a holding company and will have no material assets other than our equity interest in PES LLC. We have no independent means of generating revenue and our subsidiaries will conduct all of our operations and will own substantially all of our assets. Consequently, our cash flow in the future will depend upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries to us in the form of distributions or otherwise. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, the terms of their debt agreements, applicable state limited liability company and partnership laws and other laws and regulations. If our subsidiaries are unable to make distributions to us our cash flows and ability to meet our debt and other obligations, including our obligations to pay any taxes, make any payments under the tax receivable agreement and pay corporate and other overhead expenses, and pay dividends would be adversely affected. See also "—Risks Related to This Offering and Ownership of Our Class A Common Stock—We cannot assure you that we will declare dividends or have the available cash to make dividend payments. We are a holding company that depends upon cash from our subsidiaries to pay dividends in the future."

We have incurred losses in the past and may incur losses in the future. If we incur losses over an extended period of time, the value of our common stock could decline.

              We experienced losses in previous periods and we may not be profitable in future periods. A lack of profitability could adversely affect the price of our Class A common stock and our liquidity. We may not continue to remain profitable, which could impair our ability to complete future financings and have a material adverse effect on our financial condition, results of operations and cash flows.

Our limited operating history makes it difficult to evaluate our current business and future prospects. If we are unsuccessful in executing our business strategy, our business and operating results will be adversely affected.

              We were formed in June 2012 and we acquired the Philadelphia refining complex in September 2012. Therefore, we have a limited operating history and track record in executing our business

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strategy. Our future success depends on our ability to execute our business strategy effectively. Our limited operating history may make it difficult to evaluate our current business and future prospects. We may not be successful in operating the Philadelphia refining complex or any other properties we may acquire in the future. In addition, we have encountered and will continue to encounter risks and difficulties frequently experienced by new companies, and specifically companies in the oil refining industry. If we do not manage these risks successfully, our financial condition, results of operations and cash flows will be adversely affected.

Refining is subject to interruptions of supply as a result of its reliance on railroads for transportation of domestic crude oil and, consequently, Logistics is subject to declines in volumes unloaded at the North Yard terminal.

              Rail transportation serves as a critical link in the supply of domestic crude oil production to U.S. refiners, especially for crude oil from regions such as the Bakken that are not sourced near pipelines or waterways that connect to all of the major U.S. refining centers. Much of the domestic crude oil processed by the Philadelphia refining complex is received by railroad and unloaded at the North Yard terminal. If the ability to transport crude oil by rail is disrupted because of accidents, weather interruptions, governmental regulation, congestion on rail lines, terrorism, other third-party action or casualty or other events, then Refining could experience an interruption of supply or delivery or an increased cost of receiving crude oil, and Logistics could experience a decline in volumes unloaded at the North Yard terminal. Recent railcar accidents in Lac-Megantic, Quebec, Aliceville, Alabama, Casselton, North Dakota, Philadelphia, Pennsylvania and Lynchburg, Virginia, in each case involving trains carrying crude oil from North Dakota's Bakken region, have led to increased legislative and regulatory scrutiny over the safety of transporting crude oil by rail. Various industry groups and government agencies have implemented and are considering additional new rail car standards, railroad operating procedures and other regulatory requirements. Changing operating practices, as well as potential new regulations on tank car standards and shipper classifications, could increase the time required to move crude oil from production areas to the Philadelphia refining complex, increase the cost of rail transportation and decrease the efficiency of our receipts of crude oil by rail, any of which could materially reduce the volume of crude oil delivered by rail to the Philadelphia refining complex and adversely affect our financial condition, results of operations and cash flows. For a discussion of recent regulatory developments regarding the shipment of crude oil by rail and the associated risks to our operations, please see "Business—Rail Safety."

Our results of operations are affected by refined product crack spreads, which are currently more correlated to Brent crude oil prices than domestic crude oil.

              The Philadelphia refining complex produces a range of refined products that are predominantly sold in the northeastern United States, and the selling prices are generally based on New York Harbor posted prices. Because PADD I of the United States is a net import market, these New York Harbor prices have historically been more correlated to prices of Brent crude oil than to WTI, Bakken or other grades of U.S. crude oil. If production of domestic crude oil and refined products continues to grow, New York Harbor refined product prices may become more correlated with domestic crude oil prices, and this may have the effect of reducing Refining's refined product crack spreads, which, in turn, could have a material adverse effect on our financial condition, results of operations and cash flows.

Refining is subject to interruptions of supply and distribution as a result of its reliance on pipelines for refined products.

              The Philadelphia refining complex delivers a portion of its refined products through pipelines owned by third parties. Refining could experience an interruption of delivery, or an increased cost of delivering refined products to market, if the ability of these pipelines to deliver refined products is disrupted because of accidents, weather interruptions, governmental regulation, a change in service, terrorism, other third-party action or casualty or other events. While the Philadelphia refining complex

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can distribute refined products by water and directly access the New York Harbor market, which is one of the largest refined product markets in the world, if the third-party pipeline system experiences a disruption, this would result in an increase in the cost of product distribution and therefore lower refining margins.

              In addition, due to the common carrier regulatory obligation applicable to interstate oil pipelines, capacity must be prorated among shippers in an equitable manner in accordance with the tariff then in effect in the event there are nominations in excess of capacity. Therefore, nominations by new shippers or increased nominations by existing shippers may reduce the capacity available to Refining. Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that Refining relies upon for transportation of refined products could have a material adverse effect on our financial condition, results of operations and cash flows.

Refining's arrangements with subsidiaries of ETP, expose us to credit and performance risk related to such counterparties.

              Sunoco has indemnification obligations to us pursuant to the agreements entered into in connection with our acquisition of the Philadelphia refining complex, including obligations to indemnify us for certain legacy environmental matters related to the Philadelphia refining complex, and PES Equity has guaranteed the performance of all of Sunoco's obligations under all of these agreements. Relying on Sunoco's ability to honor its indemnity obligations and on PES Equity's ability to honor its guaranty obligations exposes us to Sunoco's and PES Equity's respective credit and business risks, as well as the credit and business risk of ETP. An adverse change in the business, results of operations or financial condition of Sunoco, PES Equity or ETP could adversely affect their respective ability to perform their respective obligations, which could consequently have a material adverse effect on our financial condition, results of operations and cash flows.

Refining's arrangements with Sunoco Logistics and its subsidiaries expose us to performance risk related to such entities.

              Refining has several long-term contracts with Sunoco Logistics pursuant to which logistics and other services are provided to the Philadelphia refining complex. Refining also relies on the use of facilities and pipelines owned and operated by Sunoco Logistics to distribute a portion of its refined products, and has an agreement with Sunoco Logistics to purchase domestic crude oil at market-based rates. For a description of the various arrangements we have with Sunoco Logistics, see "Certain Relationships and Related Party Transactions—Agreements with Sunoco Logistics." Relying on the ability of Sunoco Logistics to honor its obligations exposes us to the business risks faced by Sunoco Logistics. An adverse change in the business, results of operations, regulatory status or financial condition of any of Sunoco Logistics could adversely affect its ability to satisfy its obligations to us, which could, in turn, have a material adverse effect on our financial condition, results of operations and cash flows.

We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate.

              If we cannot generate sufficient cash flows or otherwise secure sufficient liquidity to support our short-term and long-term capital requirements, we may not be able to meet our payment obligations, comply with certain deadlines related to environmental regulations and standards or pursue our business strategies, any of which could have a material adverse effect on our results of operations or liquidity. We have substantial short-term capital needs and may have substantial long-term capital needs. Our short-term working capital needs are primarily related to financing changes in those portions of Refining's refined product inventory not included in the intermediation agreement and accounts receivable and accounts payable. Our long-term needs for cash include those to support ongoing capital expenditures for equipment maintenance and upgrades during turnarounds at Girard

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Point and Point Breeze and to complete our routine and normally scheduled maintenance, regulatory and security expenditures. We currently expect the next major turnarounds (the crude units and FCCs) of Girard Point and Point Breeze to occur in 2018 and 2019, respectively, and we have budgeted approximately $58 million and $74 million, respectively, of capital for turnarounds. The Philadelphia refining complex is expected to have reduced throughputs during major turnarounds. In addition there generally will be turnarounds of smaller processing units each year and, from time to time, we are required to spend significant amounts for repairs when one or more processing units experiences temporary shutdowns. We continue to utilize significant capital to upgrade equipment, improve facilities and reduce operational, safety and environmental risks. We may incur substantial compliance costs in connection with any new environmental, health and safety regulations as described in "—We may incur significant liability under, or costs and capital expenditures to comply with, environmental, health and safety regulations, which are complex and change frequently." In addition, based on the proposed Tier 3 gasoline sulfur standards, we anticipate incurring approximately $80 million of capital expenditures to install controls in order to meet the anticipated new standards. As a result, we will need to rely on external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund our capital needs. Our liquidity and the covenants imposed by our debt agreements will affect our ability to satisfy any of these needs.

Competition from companies having greater financial and other resources than we do could materially and adversely affect our financial condition, results of operations and cash flows.

              Our refining operations compete with domestic refiners and marketers in the PADD I region of the United States, as well as with domestic refiners in other PADD regions and foreign refiners and trading companies that import products into the United States. In addition, Refining competes with producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our customers. Certain of our competitors have larger or more complex refineries, and may be able to realize lower per-barrel costs or higher margins per barrel of throughput. Several of our principal competitors are integrated national or international oil companies that are larger and have substantially greater resources than we do and have access to proprietary sources of controlled crude oil production. Unlike these competitors, we obtain all of our feedstocks from unaffiliated sources. Because of their integrated operations and larger capitalization, these companies may be more flexible in responding to volatile industry or market conditions, such as shortages of crude oil supply and other feedstocks or intense price fluctuations.

              Newer or upgraded refineries will often be more efficient than the Philadelphia refining complex, which may put us at a competitive disadvantage. While we have taken significant measures to maintain and upgrade units in the Philadelphia refining complex by installing new equipment and repairing equipment to improve our operations, these actions involve significant uncertainties because upgraded equipment may not perform at expected throughput levels, the yield and product quality of new equipment may differ from design specifications and modifications may be needed to correct equipment that does not perform as expected. Any of these risks associated with new equipment, redesigned older equipment or repaired equipment could lead to lower revenues or higher costs or otherwise have an adverse effect on our financial condition, results of operations and cash flows. Over time, the Philadelphia refining complex may become obsolete, or be unable to compete, because of the construction of new, more efficient facilities by our competitors.

The geographic concentration of our operations creates significant exposure to the risks of the local economy and other local adverse conditions.

              Because the Philadelphia refining complex and the North Yard terminal are located in Philadelphia, Pennsylvania we primarily market our refined products in the northeastern United States. As a result, we are more susceptible to regional economic conditions than the operations of our more geographically diversified competitors, and any unforeseen events or circumstances that affect our operating area could also materially adversely affect our revenues. These factors include, among other

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things, changes in the economy, weather conditions, demographics and population, increased supply of refined products from competitors, reductions in the supply of crude oil and declines in the use of refined products we produce and market.

              Should the supply/demand balance shift in our region as a result of changes in the local economy discussed above, an increase in refining capacity, a decrease in demand of refined products or other reasons, we may have to deliver refined products to customers outside of the region and thus incur considerably higher transportation costs, resulting in lower refining margins. Such changes in market conditions could have a material adverse effect on our financial condition, results of operations and cash flows.

Logistics may not be able to increase its third-party revenue significantly or at all due to competition and other factors, which could limit its ability to grow and extend its dependence on Refining.

              Part of our growth strategy includes the potential of diversifying Logistics' customer base by acquiring or developing new assets. Our ability to generate any third-party revenue from our logistics business is subject to numerous factors beyond our control, including competition from third parties, the development of new infrastructure and services, the expansion of distribution capabilities of the North Yard terminal beyond the Philadelphia refining complex and the extent to which new or existing infrastructure has available capacity when third-party customers require it.

              Logistics has not provided any rail unloading services to third parties, and we can provide no assurance that Logistics will be able to attract any material third-party service opportunities in the future, including in the event of a temporary or permanent disruption in operations at the Philadelphia refining complex. Logistics' efforts to attract new unaffiliated customers may be adversely affected by (i) its relationship with Refining, (ii) its desire to provide services pursuant to fee-based contracts, (iii) operational requirements of the Philadelphia refining complex that rely upon Logistics to supply a significant portion of their crude oil requirements and (iv) our expectation that Refining will continue to utilize substantially all of the available capacity of the North Yard terminal. Logistics' potential customers may prefer to obtain services under other forms of contractual arrangements under which we would be required to assume direct commodity exposure. In addition, Logistics will need to establish a reputation among its potential customer base for providing high-quality service in order to successfully attract unaffiliated third parties.

We may not be able to obtain funding on acceptable terms or at all because of volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs.

              Global financial markets and economic conditions have been, and may again be, disrupted and volatile due to a variety of factors, including uncertainty in the financial services sector, low consumer confidence, continued high unemployment, geopolitical issues, declines in crude oil and other commodity prices and weak economic conditions. In addition, the fixed income markets have experienced periods of extreme volatility that have negatively impacted market liquidity conditions. As a result, the cost of raising money in the debt and equity capital markets has increased substantially at times while the availability of funds from those markets diminished significantly. In particular, as a result of concerns about the stability of financial markets generally and the solvency of lending counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders and institutional investors increase interest rates, enact tighter lending standards, refuse to refinance existing debt on similar terms or at all and reduce or, in some cases, cease to provide funding to borrowers. Due to these factors, we cannot be certain that new debt or equity financing will be available on acceptable terms. If funding is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due. Moreover, without adequate funding, we may be unable to execute our growth strategy, complete future acquisitions, make necessary capital expenditures, fund our working capital requirements take advantage of other business

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opportunities or respond to competitive pressures, any of which could have a material adverse effect on our revenues and results of operations.

Our level of indebtedness may increase and reduce our financial flexibility.

              As of September 30, 2014, we had $541.8 million of debt outstanding under the Refining term loan and no amounts drawn under the Refining revolving credit facility. In the future, we may incur significant additional indebtedness in order to make future acquisitions or to develop our assets. Our level of indebtedness could affect our operations in several ways, including the following:

    a significant portion of our cash flows could be used to service our indebtedness;

    a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

    the covenants contained in our debt agreements will limit our ability to borrow additional funds, dispose of assets, pay dividends or distributions and make certain investments;

    a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged, and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing;

    our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy, changes in regulatory requirements or changes in our industry;

    a high level of debt may make it more likely that a reduction in our borrowing base following a periodic redetermination could require us to repay a portion of our then-outstanding bank borrowings; and

    a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes.

              A high level of indebtedness increases the risk that we may default on our debt obligations. Our ability to meet our debt obligations and to reduce our level of indebtedness depends on our future performance. General economic conditions and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our debt, and future working capital borrowings or equity financing may not be available to pay or refinance such debt. Factors that will affect our ability to raise cash through an offering of our equity securities or a refinancing of our debt include financial market conditions, the value of our assets and our performance at the time we need capital.

              In addition, the borrowing base under the Refining revolving credit facility is subject to periodic redeterminations. Refining could be forced to repay a portion of borrowings under the Refining revolving credit facility due to redeterminations of the borrowing base. If Refining is forced to do so, Refining may not have sufficient funds to make such repayments. If Refining does not have sufficient funds or is otherwise unable to negotiate renewals of borrowings or arrange new financing, Refining may have to sell significant assets. Any such sale may not be possible given the integrated nature of our operations and could have a material adverse effect on our financial condition, results of operations and cash flows.

              A breach of the covenants in our debt agreements could result in an event of default under the applicable debt. Such default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event our lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be limited in how we conduct our business, unable to raise additional debt or equity financing to operate during general economic or business downturns or unable to compete effectively or to take advantage of new business opportunities. In addition, an event of default under the Refining term loan, Refining revolving credit facility or other future financings that continues unremedied beyond any applicable cure or grace period will constitute an event of default under the intermediation agreement with MLC.

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If we are unable to make acquisitions or construct additional assets on economically acceptable terms, our future growth would be limited, and any acquisitions we make or development we undertake may reduce, rather than increase, our cash flows.

              A portion of our strategy to grow our business is dependent on our ability to acquire businesses or assets that increase our cash flow. The acquisition component of our growth strategy is based, in large part, on our expectation of ongoing divestitures of refineries and related assets and gathering, transportation, storage, terminaling and rail loading or unloading assets by industry participants. Should such divestitures fail to materialize, it would limit our opportunities for future acquisitions and could adversely affect our ability to grow our operations. If we are unable to make acquisitions because we are unable to identify attractive acquisition candidates, negotiate acceptable purchase contracts, obtain financing for these acquisitions on economically acceptable terms or we are outbid by competitors, our future growth will be limited. Furthermore, any acquisition involves potential risks, including, among other things:

    mistaken assumptions about revenues and costs, including synergies;

    an inability to successfully integrate the businesses or assets we acquire;

    the assumption of unknown liabilities;

    limitations on rights to indemnity from the seller;

    mistaken assumptions about the overall costs of equity or debt financing;

    the diversion of management's time and attention from our existing business;

    unforeseen difficulties operating in new product areas or new geographic areas; and

    customer or key employee losses at the acquired businesses.

              In addition, we will seek to grow our business through the construction of new assets. The construction of such assets requires significant capital expenditures, which may exceed our resources, and involves numerous regulatory, environmental, political and legal uncertainties. If we undertake the construction of such assets, we may not be able to complete them on schedule, within the budgeted cost or at all.

              We may not be successful in acquiring additional assets, or constructing new assets, and any acquisitions or developments that we do consummate may not produce the anticipated benefits or may have adverse effects on our financial condition, results of operations and cash flows.

A shortage in rail locomotives or railroad crews may adversely affect our financial condition, results of operations and cash flows.

              Transporters of crude oil by rail compete with other transporters of other commodities, such as coal, grain and corn, that ship their product by rail. The increased demand for transportation of crude oil or other products by rail has occasionally caused shortages in available locomotives and railroad crews and delays in delivery. Such shortages and delays may ultimately increase the cost to transport crude-by-rail. Increased costs to ship crude oil by rail as a result of a shortage of locomotives or railroad crews or increased competition resulting in delivery delays could curtail our ability to ship crude-by-rail on economically advantageous terms, which would have an adverse effect on our financial condition, results of operations and cash flows.

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Our insurance policies do not cover all losses, costs or liabilities that we may experience, and insurance companies that currently insure companies in the energy industry may cease to do so or substantially increase premiums.

              Our insurance coverage does not cover all potential losses, costs or liabilities and has $10 million in self-insured retentions. We could suffer losses for uninsurable or uninsured risks or in amounts in excess of our existing insurance coverage. Our ability to obtain and maintain adequate insurance may be affected by conditions in the insurance market over which we have no control. In addition, if we experience insurable events, our annual premiums could increase further or insurance may not be available at all or if it is available, on restrictive coverage items. The occurrence of an event that is not fully covered by insurance, the failure by one or more insurers to honor its commitments for an insured event or the loss of insurance coverage could have a material adverse effect on our financial condition, results of operations and cash flows.

              If significant changes in the number or financial solvency of insurance underwriters for the energy industry occur, we may be unable to obtain and maintain adequate insurance at a reasonable cost. We cannot assure you that our insurers will renew our insurance coverage on acceptable terms, if at all, or that we will be able to arrange for adequate alternative coverage in the event of non-renewal.

              Additionally, our insurance program includes a number of insurance carriers. Significant disruptions in financial markets could lead to a deterioration in the financial condition of many financial institutions, including insurance companies and, therefore, we may not be able to obtain the full amount of our insurance coverage for insured events.

The loss of key personnel could adversely affect our ability to operate.

              We depend on the leadership, involvement and services of a relatively small group of our key management personnel, including our Chief Executive Officer and other executive officers and key technical and commercial personnel. The services of these individuals may not be available to us in the future. Because competition for experienced personnel in our industry is intense, we may not be able to find acceptable replacements with comparable skills and experience. Accordingly, the loss of the services of one or more of these individuals could have a material adverse effect on our ability to operate our business.

A substantial portion of our workforce is unionized, and we may face labor disruptions that would interfere with our operations.

              As of September 30, 2014, approximately 61% of our employees associated with the operations at the Philadelphia refining complex and North Yard terminal were covered by a collective bargaining agreement that expires September 8, 2015. While we believe we have a satisfactory relationship with the union, we may not be able to renegotiate our collective bargaining agreement on satisfactory terms or at all when such agreement expires. A failure to do so may increase our costs associated with our workforce. Our other employees who are not presently represented by a union may become so represented in the future as well. A work stoppage resulting from, among other things, a dispute over a term or condition of employment applicable to employees who work at the Philadelphia refining complex or North Yard terminal could cause disruptions in our business and negatively impact our financial condition, results of operations and cash flows.

Laws and regulations restricting emissions of greenhouse gases could force us to incur increased capital and operating costs and could have a material adverse effect on our financial condition, results of operations and cash flows.

              In December 2009, the EPA determined that emissions of carbon dioxide, methane and other greenhouse gases ("GHGs") endanger public health and the environment because emissions of such

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gases are, according to the EPA, contributing to warming of the Earth's atmosphere and other climatic changes. Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of GHGs under existing provisions of the federal Clean Air Act, as amended. In addition, the U.S. Congress has from time to time considered adopting legislation to reduce emissions of GHGs, and a number of states have already taken legal measures to reduce emissions of GHGs primarily through the planned development of GHG emission inventories and/or regional GHG cap-and-trade programs. The adoption of legislation or regulatory programs to reduce emissions of GHGs could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, the refined products that we produce. Consequently, legislation and regulatory programs to reduce emissions of GHGs could have an adverse effect on our financial condition, results of operations and cash flows. In addition, some scientists have concluded that increasing concentrations of GHGs in the Earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climatic events. If any such events were to occur, they could have an adverse effect on our financial condition, results of operations and cash flows. For a discussion of environmental laws and regulations intended to address climate change and their impact on our business and operations, please see "Business—Environmental Regulation—Climate Change."

We could incur significant costs in cleaning up contamination at our refinery site.

              The Philadelphia refining complex has been used for refining activities for many years. Petroleum hydrocarbons and various substances have been released on or under our properties. Sunoco has performed remediation of known soil and groundwater contamination beneath the Philadelphia refining complex for many years, and will continue to perform remediation of this known contamination at its expense until the appropriate regulatory standards have been achieved. While Sunoco has agreed to indemnify us for certain environmental liabilities related to the Philadelphia refining complex that arose from operations prior to our acquisition of the Philadelphia refining complex, and we benefit from covenants not to sue provided by various federal and state authorities relating to certain identified contamination and/or pre-existing contamination at the Philadelphia refining complex predating our period of ownership, any contamination associated with operations subsequent to September 7, 2012 is a liability of ours. For a discussion of the Sunoco indemnity and covenants not to sue, please see "Business—Environmental Regulation—Waste Management and Related Liabilities." Costs for remediation activities are often unpredictable, and there can be no assurance that the future costs will not be material.

              If Sunoco fails to satisfy its obligations for any reason, or if significant liabilities arise in the areas in which we assumed liability, we may become responsible for remediation expenses and other environmental liabilities. As a result, we may be liable for investigation and remediation costs and other liabilities arising from the operation of these assets by prior owners, which could materially adversely affect our financial condition, results of operations and cash flow.

              In addition, we may also face liability arising from current or future claims alleging personal injury or property damage due to exposure to chemicals or other regulated materials, such as asbestos, benzene, methyl tertiary butyl ether ("MBTE") and petroleum hydrocarbons, at or from our facilities. We may also face liability for personal injury, property damage, natural resource damage or clean-up costs for the alleged migration of contamination from our properties. A significant increase in the number or success of these claims could materially adversely affect our financial condition, results of operations and cash flow.

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We may incur significant liability under, or costs and capital expenditures to comply with, environmental, health and safety regulations, which are complex and change frequently.

              Our operations are subject to federal, state and local laws that regulate the generation, storage, handling, use and transportation of petroleum and hazardous substances, the emission and discharge of materials into the environment, waste management, the characteristics and composition of gasoline and diesel, and other matters relating to the protection of the environment. Our operations are also subject to various laws and regulations relating to occupational health and safety. Additionally, the Philadelphia refining complex is the subject of a consent decree with the United States, the City of Philadelphia, the Commonwealth of Pennsylvania and Sunoco, which requires, among other things, reductions in air emissions, the reporting of certain emissions, and the installation of a fenceline monitoring system, data from which is to be made available to the public. We became party to this consent decree in connection with our acquisition of the Philadelphia refining complex. While various compliance obligations remain outstanding, we believe that we are in substantial compliance with the consent decree. We may nevertheless incur significant costs to maintain compliance with applicable federal, state and local laws relating to the protection of the environment, health and safety, including the terms of the consent decree.

              Moreover, our business may result in accidental spills, discharges or other releases of petroleum or hazardous substances into the environment, including at neighboring sites or third-party storage, treatment or disposal facilities. As a result, we are subject to the provisions of the Oil Pollution Act of 1990 (the "Oil Pollution Act") and similar state environmental laws should a spill occur. Among other things, the Oil Pollution Act requires the preparation of a OPA 90 emergency response plan identifying the personnel and equipment necessary to remove, to the maximum extent practicable, a "worst case discharge." To meet this requirement, we will contract with various spill response service companies in the areas in which we transport or store crude oil and refined and other products; however, these companies may not be able to adequately contain a "worst case discharge" in all instances, and we cannot ensure that all of their services will be available for our use at any given time. Many factors that could inhibit the availability of these service providers include, but are not limited to, weather conditions and governmental regulations. In these and other cases, we may be subject to liability in connection with the discharge of crude oil or products into navigable waters.

              Certain environmental laws impose joint and several liability without regard to fault or the legality of the original conduct in connection with the investigation and cleanup of spills, discharges or releases. Though we benefit from covenants not to sue provided by various federal and state authorities relating to certain identified contamination and/or any pre-existing contamination at the Philadelphia refining complex predating our period of ownership, such protections may not be all-encompassing, and any contamination associated with operations subsequent to September 7, 2012 may be a liability of ours. As such, we may be required to pay more than our fair share of such investigation or cleanup. Violations of applicable legal or regulatory requirements could result in substantial fines, criminal sanctions, permit revocations, injunctions and/or facility shutdowns. We may therefore be required to make significant capital expenditures or incur increased operating costs or operational changes to achieve compliance with applicable standards.

              We cannot predict the extent to which additional environmental, health and safety legislation or regulations will be enacted or become effective in the future, or how existing or future laws or regulations will be administered or interpreted with respect to our operations. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. Expenditures or costs for environmental, health and safety compliance could have a material adverse effect on our financial condition, results of operations and cash flows. For a discussion of environmental laws and regulations and their impact on our business and operations, please see "Business—Environmental Regulation."

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We may be unable to obtain or renew permits necessary for our operations, which could inhibit our ability to do business.

              Our facilities operate under various federal, state and local permits, licenses and approvals that contain prescriptive operating limits and performance standards. Such permits, licenses and approvals require monitoring, record keeping and reporting to demonstrate compliance with their limits and standards. Noncompliance or incomplete documentation of our compliance status may result in the imposition of fines, penalties and injunctive relief. Additionally, due to the nature of our refining processes, there may be times when we are unable to meet the standards and terms and conditions of our permits, licenses and approvals due to operational upsets or malfunctions, which may lead to the imposition of fines and penalties or operating restrictions. Furthermore, any renewal permit or license may contain different terms and conditions that would require unplanned or unanticipated costs.

Renewable fuels mandates may reduce demand for the petroleum fuels we produce, which could have a material adverse effect on our financial condition, results of operations and cash flows.

              Pennsylvania law currently requires that all diesel sold in the state for use in internal combustion engines must contain at least 2% biodiesel. Pennsylvania law also currently requires, with limited exceptions, that all gasoline sold or offered for sale in the state must contain the maximum amount of ethanol allowed under federal law for use in all gasoline-powered motor vehicles. On October 13, 2010, the EPA granted a partial waiver raising the maximum amount of ethanol allowed under federal law from 10% to 15% for cars and light trucks manufactured since 2007, and on January 21, 2011, the EPA extended the maximum allowable ethanol content of 15% to apply to cars and light trucks manufactured since 2001. The maximum amount allowed under federal law currently remains at 10% ethanol for all other vehicles. The EPA required that fuel and fuel additive manufacturers take certain steps before introducing gasoline containing 15% ethanol ("E15") into the market, including developing and obtaining EPA approval of a plan to minimize the potential for E15 to be used in vehicles and engines not covered by the partial waiver. The EPA has taken several recent actions to authorize the introduction of E15 into the market, including approving, on June 15, 2012, the first plans to minimize the potential for E15 to be used in vehicles and engines not covered by the partial waiver. Existing laws and regulations could change, and the minimum volumes of renewable fuels that must be blended with refined petroleum fuels may increase or decrease. Because we do not produce renewable fuels, increasing the volume of renewable fuels that must be blended into our products displaces an increasing volume of the Philadelphia refining complex's product pool, potentially resulting in lower earnings and materially adversely affecting our cash flows.

We are subject to regulation by multiple governmental agencies, which could have a material adverse effect on our financial condition, results of operations and cash flows.

              Our business activities are subject to regulation by multiple federal, state, and local governmental agencies. Our projected operating costs reflect the recurring costs resulting from compliance with these regulations, and we do not anticipate material expenditures in excess of these amounts in the absence of future acquisitions, or changes in regulation, or discovery of existing but unknown compliance issues. Additional proposals and proceedings that affect the crude oil and refined products industry are regularly considered by the U.S. Congress, as well as by state legislatures and federal and state regulatory commissions and agencies and courts. We cannot predict when or whether any such proposals may become effective or the magnitude of the impact changes in laws and regulations may have on our business; however, additions or enhancements to the regulatory burden on our industry generally increase the cost of doing business and affect our profitability.

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We are subject to strict laws and regulations regarding employee and business process safety, and failure to comply with these laws and regulations could have a material adverse effect on our financial condition, results of operations and cash flows.

              We are subject to the requirements of the Occupational Safety and Health Administration ("OSHA") and comparable state statutes that regulate the protection of the health and safety of workers. In addition, OSHA requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities, and local residents. Failure to comply with OSHA requirements, including general industry standards, process safety standards and control of occupational exposure to regulated substances, could subject us to significant fines or cause us to spend significant amounts on compliance, which could have a material adverse effect on our financial condition, results of operations and cash flows.

If we do not meet all of the requirements for eligibility in the Pennsylvania Keystone Opportunity Zones ("KOZs"), then we will not receive certain KOZ tax credits.

              We are subject to certain income taxes that have a combined effective rate of 6.45%. Because a large portion of our operations are located within the KOZs, we expect to receive certain annual tax benefits, a portion of which are scheduled to expire on December 31, 2020 and a portion of which are scheduled to expire on December 31, 2023. To be eligible for the annual tax credits, we must meet certain eligibility requirements, including a minimum employment level and a minimum capital investment in the KOZs. If we do not receive the KOZ tax credits due to our failure to meet the eligibility requirements, our financial condition, results of operations and cash flows could be adversely affected.

Compliance with and changes in tax laws could adversely affect our performance.

              We are subject to extensive tax liabilities, including federal, state and transactional taxes such as excise, sales/use, payroll, franchise, withholding and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Certain of these liabilities are subject to periodic audits by the respective taxing authority, which could increase our tax liabilities. Subsequent changes to our tax liabilities as a result of these audits may also subject us to interest and penalties. Any such changes in our tax liabilities, including any changes arising from the organizational transactions, could adversely affect our financial condition, results of operations and cash flows.

Our commodity derivative activities may result in period-to-period earnings volatility, limit our potential gains, exacerbate potential losses and involve other risks.

              We may enter into commodity derivative contracts to mitigate risk. For a description of our commodity derivative activities, see "Management's Discussions and Analysis of Financial Conditions and Results—Quantitative and Qualitative Disclosures about Market Risk—Price and Basis Risk Management Activities." We do not apply hedge accounting to our commodity derivative contracts and, as a result, unrealized gains and losses are charged to our earnings based on the increase or decrease in the market value of the unsettled position. These gains and losses are reflected in our income statement in periods that differ from when the underlying hedged items (i.e., gross margins) are reflected in our income statement. Such derivative gains or losses in earnings may produce significant period-to-period earnings volatility that is not necessarily reflective of the underlying operational performance of our subsidiaries.

              In addition, our hedging arrangements may fail to fully achieve our objective of securing a minimum fixed cash flow stream on the volume of products hedged during the hedge term for a variety

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of reasons, including our failure to have adequate hedging contracts, if any, in effect at any particular time and the failure of our hedging arrangements to produce the anticipated results. We may not be able to procure adequate hedging arrangements due to a variety of factors. Moreover, while intended to reduce the adverse effects of fluctuations in crude oil and refined product prices, such transactions may limit our ability to benefit from favorable changes in margins. In addition, our hedging activities may expose us to the risk of financial loss in certain circumstances, including instances in which:

    the volumes of our actual use of crude oil or production of the applicable refined products is less than the volumes subject to the hedging arrangement;

    accidents, interruptions in feedstock transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect the Philadelphia refining complex or the North Yard terminal, or those of our suppliers or customers;

    changes in commodity prices have a material impact on collateral and margin requirements under our hedging arrangements, resulting in our being subject to margin calls;

    the counterparties to our futures contracts fail to perform under the contracts; or

    a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.

              As a result, the effectiveness of our risk mitigation strategy could have a material adverse impact our financial condition, results of operations and cash flows. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risk."

              In addition, these risk mitigation activities involve basis risk. Basis risk in a hedging arrangement occurs when the price of the commodity we hedge is more or less variable than the index upon which the hedged commodity is based, thereby making the hedge less effective. For example, the NYMEX index used for hedging certain volumes of crude oil or refined products may have more or less variability than the cost or price for such crude oil or refined products. We do not expect to hedge the basis risk inherent in our derivatives contracts.

Recently implemented (and other proposed) regulations connected to the regulatory overhaul of the market for financial derivatives could increase the cost of derivative contracts and/or impede our ability to manage business and financial risks by restricting our use of derivative instruments as hedges against fluctuating commodity prices.

              The U.S. Congress adopted the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010 (the "Dodd-Frank Act"). This comprehensive financial reform legislation establishes federal oversight and regulation of the over-the-counter derivatives market and certain entities that participate in that market. The legislation was signed into law by the President on July 21, 2010 and requires the Commodity Futures Trading Commission ("CFTC") and the SEC to promulgate rules and regulations implementing the new legislation.

              Congress passed the Dodd-Frank Act to reduce risk and increase transparency by: (1) pushing risk onto regulated exchanges by imposing trade execution and clearing requirements on standardized swaps; (2) requirement registration of certain market intermediaries (e.g. swap dealers) and systemically important entities (major swap participants); and (3) creating robust recordkeeping and reporting regimes for swaps. Specific examples of this new regulatory framework are listed below.

              The Dodd-Frank Act expanded the types of activities involving financial derivatives that may give rise to a requirement to register with the CFTC and the SEC. We do not believe that our activities currently give rise to, or are likely to give rise to, a requirement to register. However, we will be required to assess our activities in the derivatives markets, and to monitor such activities on an ongoing

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basis, to identify any potential change in our regulatory status. The financial reform legislation may also require our counterparties to spin off some of their derivatives activities to a separate entity, which entity may not be as creditworthy as the current counterparty.

              The CFTC has issued final rules imposing reporting and recordkeeping requirements on swaps market participants. Such rules are currently effective and could significantly increase operating costs. These additional recordkeeping and reporting requirements may require additional compliance resources and may also have a negative effect on market liquidity, which could negatively impact commodity prices and our ability to hedge our price risks.

              The CFTC has also issued proposed rules to set position limits for futures, options, and swap contracts in certain commodities. These rules, if finalized, would augment, and in some cases potentially trump, existing position limit regimes established by commodities exchanges (e.g. the Chicago Mercantile Exchange and the CFTC (federal position limits on agricultural commodities)). These position limits, as currently drafted, will require positions held by entities under common control to be aggregated, unless an exemption applies. This too, could affect our ability to enter into derivatives transactions. Additionally, while the CFTC's proposal would only apply to derivatives on certain energy, metal and agricultural commodities, it is possible that the CFTC may expand such requirements to other types of contracts in the future. It is uncertain at this time, though, whether, when, and to what extent the CFTC's position limits rules will become final and effective.

              Pursuant to a rule finalized by the CFTC in December 2012, certain classes of interest rate swaps and certain classes of index credit default swaps are now subject to mandatory clearing, unless an exemption applies. As of February 2014, many of these interest rate swaps and index credit default swaps are also now subject to mandatory trading on designated contract markets or swap execution facilities. At this time, the CFTC has not proposed any rules designating other classes of swaps for mandatory clearing, but it may do so in the future (e.g., the CFTC has made public statements that it may soon issue a proposal for certain foreign exchange products to be subject to mandatory clearing). Mandatory clearing and trade execution requirements may change the cost and availability of the swaps that we use, and exposes us to the credit risk of the clearing house through which any cleared swap is cleared.

              With respect to any uncleared swaps that we enter into, the CFTC or applicable federal banking regulatory authorities may impose credit support documentation and margin requirements. At this time, rules with respect to the margining of uncleared swaps are in proposed form and therefore the application of those rules to us is uncertain at this time. The CFTC has finalized rules requiring collateral used to margin cleared swaps to be segregated in a manner different from that applicable to the futures market and has finalized other rules allowing parties to an uncleared swap to require that any collateral posted as initial margin be segregated with a third-party custodian. Collateral segregation may impose greater costs on us when entering into swaps.

              Rules promulgated under the Dodd-Frank Act further define forward contracts as well as instances where forwards may become swaps. Because guidance regarding forwards is still developing, it is possible that some arrangements that previously qualified as forwards or energy service contracts may fall within the regulatory category of swaps. In addition, the CFTC's rules applicable to trade options may further impose burdens on our ability to conduct our traditional hedging operations. Under the Commodity Exchange Act, the CFTC is directed generally to prevent price manipulation and fraud in the following two markets: (a) physical commodities traded in interstate commerce, including the physical energy and other commodities, and (b) financial instruments, such as futures, options and swaps. Pursuant to the Dodd-Frank Act, the CFTC has adopted additional anti-market manipulation, anti-fraud and disruptive trading practices regulations that prohibit, among other things, fraud and price manipulation in the physical commodities, futures, options and swaps markets. Should we violate

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these laws and regulations, we could be subject to CFTC enforcement action and material penalties and sanctions, as well as resulting changes in the rates we can charge and liability to third parties.

              The legislation and any new regulations could significantly increase the cost of derivative contracts (including through restrictions on the types of collateral we are required to post), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks, reduce our ability to monetize or restructure existing derivative contracts, and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be less predictable. Finally, if we fail to comply with applicable laws, rules or regulations, we may be subject to fines, cease-and-desist orders, civil and criminal penalties or other sanctions.

Seasonal and severe weather conditions and natural disasters could materially and adversely affect our financial condition, results of operations and cash flows.

              The effects of weather conditions and natural disasters can lead to volatility in the costs and availability of energy and raw materials or negatively impact our operations or those of our customers and suppliers, which could have a significant adverse effect on our financial condition, results of operations and cash flows. For example, demand for gasoline products is generally higher during summer months than during winter months due to seasonal increases in highway traffic, and demand for diesel is affected during summer months due to agricultural work and seasonal demand for home heating oil during winter months. As a result, our operating results may vary substantially by calendar quarter depending on weather and other seasonal factors.

Terrorist attacks, cyber-attacks, threats of war or actual war may negatively affect our financial condition, results of operations and cash flows.

              Terrorist attacks in the United States, as well as events occurring in response to or in connection with them, including threats of war or actual war, may adversely affect our financial condition, results of operations and cash flows. Energy related assets may be at greater risk of future terrorist attacks than other possible targets. A direct attack on our assets or assets used by us could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, any terrorist attack could have an adverse impact on energy prices, including prices for crude oil and Refining's refined and other products. In addition, disruption or significant increases in energy prices could result in government imposed price controls. While we currently maintain insurance that provides coverage against terrorist attacks, such insurance has become increasingly expensive and difficult to obtain. As a result, insurance providers may not continue to offer this coverage to us on terms that we consider affordable or at all.

              We are dependent on technology infrastructure and maintain and rely upon certain critical information systems for the effective operation of our respective businesses. These information systems include data network and telecommunications, internet access and our websites, and various computer hardware equipment and software applications, including those that are critical to the safe operation of the Philadelphia refining complex and the North Yard terminal. These information systems are subject to damage or interruption from a number of potential sources including software viruses or other malware, cyber-attacks and other events. To the extent that these information systems are under our control, we have implemented measures such as virus protection software and emergency recovery processes to address the outlined risks. However, security measures for information systems cannot be guaranteed to be failsafe. Any compromise of our data security or our inability to use or access these information systems at critical points in time could unfavorably impact the timely and efficient operation of our business and subject us to additional costs and liabilities, which could negatively affect our financial condition, results of operations and cash flows.

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Deteriorating business conditions in the United States and worldwide economies may materially adversely affect our financial condition, results of operations and cash flows.

              Our business and profitability are affected by the overall level of demand for our refined products, which in turn is affected by factors such as overall levels of economic activity and business and consumer confidence and spending. Downturns in the economy could impact the demand for refined fuels and, in turn, result in excess refining capacity. Refining margins are impacted by changes in domestic and global refining capacity, as increases in refining capacity can adversely impact refining margins, earnings and cash flows. Reduced demand for our refined products may have an adverse affect on our financial condition, results of operations and cash flows.

              Additionally, volatility and disruption in worldwide capital and credit markets and potential deteriorating economic conditions in the United States and globally could affect our revenues and earnings negatively and could have a material adverse effect on our financial condition, results of operations and cash flows. We are indirectly exposed to risks faced by our suppliers, customers and other business partners. The impact on these constituencies of the risks posed by economic turmoil have included, or can include, interruptions or delays in the performance by counterparties to our contracts, reductions and delays in customer purchases, delays in or the inability of customers to obtain financing to purchase our refined products and the inability of customers to pay for our products. All of these events may significantly adversely affect our financial condition, results of operations and cash flows.

Our operations could be disrupted if our information systems fail, causing increased expenses and loss of sales.

              Our business is highly dependent on financial, accounting, operational and other data processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. If a key system were to fail or experience unscheduled downtime for any reason, even if only for a short period, our operations and financial results could be affected adversely. Our systems could also be damaged or interrupted by a security breach, fire, flood, power loss, telecommunications failure or similar event. Our formal disaster recovery plan may not prevent delays or other complications that could arise from an information systems failure. Further, our business interruption insurance may not compensate us adequately for losses that may occur.

Our finance and accounting information systems may fail to operate effectively or as intended, which could adversely affect the reliability of our financial statements.

              We may discover material shortcomings in our finance and accounting information systems and processes, including those that may represent material weaknesses or significant deficiencies in our internal control over financial reporting, that are not currently known to us. Any such defects could adversely affect the reliability of our financial statements.

Product liability claims and litigation could adversely affect our financial condition, results of operations and cash flows.

              Product liability is a significant commercial risk. Substantial damage awards have been made in certain jurisdictions against manufacturers and resellers based upon claims for injuries caused by the use of or exposure to various products. Failure of our products to meet required specifications could result in product liability claims from our shippers and customers arising from contaminated or off-specification product in commingled pipelines and storage tanks and/or defective quality fuels. There can be no assurance that product liability claims against us would not have a material adverse effect on our financial condition, results of operations and cash flows.

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Any political instability, military strikes, sustained military campaigns, terrorist activity, or changes in foreign policy could have a material adverse effect on our business, results of operations and financial condition.

              Any political instability, military strikes, sustained military campaigns, terrorist activity, or changes in foreign policy in areas or regions of the world where we acquire crude oil and other raw materials or sell our refined products may affect our business in unpredictable ways, including forcing us to increase security measures and causing disruptions of supplies and distribution markets. We may also be subject to U.S. trade and economic sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities. Further, like other industrial companies, our facilities may be the target of terrorist activities. Any act of war or terrorism that resulted in damage to any of our or third-party facilities upon which we are dependent for our business operations could have a material adverse effect on our financial condition, results of operations and cash flows.

Risks Related to This Offering and Ownership of Our Class A Common Stock

There is no existing market for our Class A common stock, and a trading market that will provide you with adequate liquidity may not develop. The price of our Class A common stock may fluctuate significantly, which could cause you to lose all or part of your investment.

              Prior to the offering, there has been no public market for our Class A common stock. Immediately after the closing of this offering, there will be only            publicly traded shares of our Class A common stock. We do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. You may not be able to resell your Class A common stock at or above the initial public offering price. Additionally, the lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of our Class A common stock and limit the number of investors who are able to buy our Class A common stock.

              The initial public offering price for our Class A common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our Class A common stock that will prevail in the trading market. The market price of our Class A common stock may decline below the initial public offering price. The market price of our Class A common stock may also be influenced by many factors, some of which are beyond our control, including:

    our operating and financial performance;

    quarterly variations in our financial indicators, such as gross refining margin, EBITDA, net earnings (loss) per share, net earnings (loss) and revenues;

    the amount of any dividends we make and our earnings or those of other companies in our industry or other publicly traded corporations;

    announcements by us or our competitors of significant contracts or acquisitions;

    changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

    speculation in the press or investment community;

    changes in accounting standards, policies, guidance, interpretations or principles;

    additions or departures of key management personnel;

    actions by our stockholders;

    general market conditions, including fluctuations in commodity prices;

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    domestic and international economic, legal and regulatory factors related to our performance;

    future sales of our Class A common stock by us or other stockholders or the perception that such sales may occur; and

    other factors described in these "Risk Factors."

              As a result of these factors, investors in our Class A common stock may not be able to resell their shares at or above the initial public offering price. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance.

              In the past, following periods of volatility in the market price of a company's securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and a diversion of management's attention and resources, which could significantly harm our profitability and reputation.

We cannot assure you that we will declare dividends or have the available cash to make dividend payments. We are a holding company that depends upon cash from our subsidiaries to pay dividends in the future.

              We currently intend to pay quarterly cash dividends in an amount equal to approximately $          per share of Class A common stock following this offering, commencing after the completion of the          quarter of 2015. The declaration, amount and payment of this and any other future dividends on shares of Class A common stock will be at the sole discretion of our board of directors, and we are not obligated under any applicable laws, our governing documents or any contractual agreements or otherwise to declare or pay any dividends or other distributions. Our board of directors may take into account, among other things, general economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, plans for expansion, tax, legal, regulatory and contractual restrictions and implications, including under our and our subsidiaries' outstanding debt documents, and such other factors as our board of directors may deem relevant in determining whether to declare or pay any dividend. As a result, if we do not declare dividends you may not receive any return on an investment in our Class A common stock unless you sell our Class A common stock for a price greater than that which you paid for it. Any dividends that we may declare and pay will not be cumulative.

              We are a holding company and all of our operations are conducted through our subsidiaries. We have no independent means of generating revenue and no material assets other than our ownership interest in PES LLC. See "Organizational Transactions." Therefore, we depend on the earnings and cash flow of PES LLC and our other subsidiaries to meet our obligations, including any indebtedness, tax liabilities and other obligations to make payments. If we do not receive cash distributions or other payments from our subsidiaries, we may be unable to meet our obligations and/or pay dividends.

              PES LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the members of PES LLC, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of PES LLC. Under the terms of the PES LLC Operating Agreement, PES LLC will be obligated to make tax distributions to its members, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments of any dividends and payments under the tax receivable agreement, which we expect could be significant, and any of our other obligations. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement." We intend, as the sole managing member of PES LLC, to cause PES LLC to

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make cash distributions to its members in an amount sufficient to (i) fund all or part of their tax obligations in respect of taxable income allocated to them and (ii) cover our operating expenses, including payments of any dividends and payments under the tax receivable agreement and any of our other obligations. To the extent we need funds and PES LLC or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our financing or other contractual arrangements, or is otherwise unable to provide such funds, such restrictions could materially adversely affect our liquidity and financial condition. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the tax receivable agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the tax receivable agreement and therefore accelerate payments due under the tax receivable agreement. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement" and "Certain Relationships and Related Party Transactions—PES LLC Operating Agreement—Distributions."

              The Refining term loan and the Refining revolving credit facility include a restricted payment covenant, which restricts the ability of Refining to make distributions to us, subject to certain exceptions. In addition, there may be restrictions on payments by our subsidiaries under applicable laws, including laws that require companies to maintain minimum amounts of capital and to make payments to equityholders only from profits. For example, our subsidiaries are generally prohibited under Delaware law from making a distribution to a member or a partner to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the subsidiary (with certain exceptions) exceed the fair value of its assets. As a result, we may be unable to obtain that cash to satisfy our obligations and make payments to our stockholders, if any.

The tax receivable agreement requires us to make cash payments to PES Company in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

              In connection with the consummation of this offering, we will enter into a tax receivable agreement with PES Company and PES LLC. Pursuant to the tax receivable agreement, we will be required to make cash payments to PES Company equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) increases in tax basis resulting from any redemptions of LLC Units as described under "Certain Relationships and Related Party Transactions—PES LLC Operating Agreement—LLC Unit Redemption Right" and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The amount of the cash payments that we may be required to make under the tax receivable agreement could be significant. Payments under the tax receivable agreement will be based on the tax reporting positions that we determine, which tax reporting positions will be based on the advice of our tax advisors. Any payments made by us to PES Company under the tax receivable agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the tax receivable agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Furthermore, our future obligation to make payments under the tax receivable agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the tax receivable agreement. The payments under the tax receivable agreement are also not conditioned upon PES Company's continued ownership of LLC Units or any class of our common stock after this offering. For more information, see "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

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The amounts that we may be required to pay to PES Company under the tax receivable agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

              The tax receivable agreement provides that if certain mergers, asset sales, other forms of business combination or other changes of control were to occur, or that if, at any time, we elect an early termination of the tax receivable agreement, then the tax receivable agreement will terminate and our obligations, or our successor's obligations, to make payments under the tax receivable agreement would accelerate and become immediately due and payable. The amount due and payable in that circumstance is determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the tax receivable agreement.

              As a result of a change in control or our election to terminate the tax receivable agreement early, (i) we could be required to make cash payments to PES Company that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the tax receivable agreement and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the tax receivable agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination or other changes of control. There can be no assurance that we will be able to finance our obligations under the tax receivable agreement.

We will not be reimbursed for any payments made to PES Company under the tax receivable agreement in the event that any tax benefits are disallowed.

              We will not be reimbursed for any cash payments previously made to PES Company pursuant to the tax receivable agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to an existing owner will be netted against any future cash payments that we might otherwise be required to make under the terms of the tax receivable agreement. However, we might not determine that we have effectively made an excess cash payment to our existing owners for a number of years following the initial time of such payment. As a result, it is possible that we could make cash payments under the tax receivable agreement that are substantially greater than our actual cash tax savings. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition, results of operations and cash flows.

              We are subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

    changes in the valuation of our deferred tax assets and liabilities;

    expected timing and amount of the release of any tax valuation allowances;

    expiration of, or detrimental changes in, research and development tax credit laws;

    tax effects of stock-based compensation;

    costs related to intercompany restructurings; or

    changes in tax laws, regulations or interpretations thereof.

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              In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state and local taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition, operating results and cash flows.

As a "controlled company" within the meaning of the NYSE rules, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

              Upon completion of this offering, PES Company will continue to control a majority of the voting power of our common stock. As a result, we will be a "controlled company" within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a nominating and corporate governance committee, (iii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities and (iv) the requirement that there be an annual performance evaluation of the nominating and corporate governance and compensation committees. If available, we intend to utilize some or all of these exemptions. As a result, we will not be required to have a majority of independent directors or a nominating and corporate governance committee. We will rely on the phase-in rules of the SEC and NYSE with respect to the independence of our audit committee. These rules permit us to have an audit committee that has one member that is independent upon the effectiveness of the registration statement of which this prospectus forms a part, a majority of members that are independent within 90 days thereafter and all members that are independent within one year thereafter. Accordingly, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

We are controlled by PES Company, whose interests may differ from those of our public stockholders.

              We are controlled, and after this offering will continue to be controlled, by PES Company. After the completion of this offering, PES Company will continue to beneficially own approximately        % of the voting power of our common stock (or        % if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us). As a result, although PES Company is entitled to act separately in its own interest with respect to its stock in us, PES Company will have the ability to elect all of our directors and thereby control our policies and operations, including the appointment of management, future issuances of our Class A common stock or other securities, the payment of dividends, if any, on our Class A common stock, the incurrence of debt by us, amendments to our certificate of incorporation and bylaws and the entering into of extraordinary transactions, and its interests may not in all cases be aligned with your interests.

              PES Company may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its equity investment, even though such transactions might involve risks to you. For example, PES Company could cause us to make acquisitions that increase our indebtedness or to sell revenue-generating assets. PES LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the members of PES LLC, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of PES LLC. Under the terms of the PES LLC Operating Agreement, PES LLC will be obligated to make tax distributions to its members, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments of any dividends and payments under the tax receivable agreement, which we expect could be significant, and any of our other obligations. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement." We intend, as the sole managing member of PES LLC, to cause PES LLC to make cash distributions to its members in an

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amount sufficient to (i) fund all or part of their tax obligations in respect of taxable income allocated to them and (ii) cover our operating expenses, including payments of any dividends and payments under the tax receivable agreement and any of our other obligations, including any indebtedness and tax liabilities. See "Management," "Principal Stockholders" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement." The concentration of ownership by PES Company may have the effect of delaying, preventing or deterring a change of control of our company, could deprive stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock. Lastly, Carlyle, which owns a majority interest in PES Company, is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. PES Company may also pursue acquisition opportunities that are complementary or competitive to our business and, as a result, those acquisition opportunities may not be available to us. See "—Risks Related to This Offering and Ownership of Our Class A Common Stock—The corporate opportunity provisions in our certificate of incorporation could enable PES Company to benefit from corporate opportunities that might otherwise be available to us."

We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders' best interests.

              We have engaged in transactions and expect to continue to engage in transactions with affiliated companies, as described under the caption "Certain Relationships and Related Party Transactions." The resolution of any conflicts that may arise in connection with any related party transactions that we have entered into with PES Company, Carlyle and PES Equity or their respective affiliates, including pricing, duration or other terms of service, may not always be in our or our stockholders' best interests because PES Company, Carlyle and PES Equity may have the ability to influence the outcome of these conflicts. For a discussion of potential conflicts, please read "—Risks Related to This Offering and Ownership of Our Class A Common Stock—We are controlled by PES Company, whose interests may differ from those of our public stockholders."

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), as a result of our ownership of PES LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

              Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in either of those sections of the 1940 Act. As the sole managing member of PES LLC, we will control and operate PES LLC. On that basis, we believe that our interest in PES LLC is not an "investment security" as that term is used in the 1940 Act. However, if we were to cease participation in the management of PES LLC, our interest in PES LLC could be deemed an "investment security" for purposes of the 1940 Act. We and PES LLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

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Future sales of our shares could depress the market price of our Class A common stock.

              Sales of substantial amounts of our Class A common stock in the public market, or the perception that these sales may occur, could cause the market price of our Class A common stock to decline. This could also impair our ability to raise additional capital through the sale of our equity interests. Subject to certain limitations and exceptions, holders of LLC Units may redeem their LLC Units (and a corresponding number of shares of Class B common stock will be cancelled) for shares of Class A common stock (on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and then sell those shares of Class A common stock. Following the completion of this offering, PES Company will hold          shares of our Class B common stock that can be redeemed in exchange for an equal number of shares of our Class A common stock. Additionally, we have agreed to provide certain registration rights for the sale of Class A common stock by PES Company in the future. The sale of these shares could have an adverse impact on the price of our Class A common stock or on any trading market that may develop. See "Shares Eligible for Future Sale."

              The shares of Class A common stock we are offering will be freely tradable without restriction in the United States, unless purchased by one of our affiliates. In connection with this offering, we, our executive officers and directors and PES Company have agreed with the underwriters not to sell, dispose of or hedge any shares of our Class A common stock or securities convertible into, exchangeable for, or repayable with Class A common stock, for 180 days after the date of this prospectus, subject to certain exceptions, without first obtaining the written consent of Merrill Lynch, Pierce, Fenner and Smith Incorporated and Credit Suisse Securities (USA) LLC. See "Underwriting." After the expiration of the 180-day lock-up period, shares of our Class A common stock and Class B common stock owned by our affiliates may be sold under Rule 144 under the Securities Act depending on the holding period and subject to certain restrictions. As restrictions on resale end or if we register additional shares, the market price of our stock could decline if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

              The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and our Class A common stock to be less liquid.

If we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned, and the price of our Class A common stock may decline.

              Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") requires any company subject to the reporting requirements of the U.S. securities laws to perform a comprehensive evaluation of its and its subsidiaries' internal controls. To comply with these requirements, we will be required to document and test our internal control procedures, our management will be required to assess and issue a report concerning our internal control over financial reporting, and, under the Sarbanes-Oxley Act, our independent auditors will be required to issue an opinion on management's assessment and the effectiveness of our internal control over financial reporting. Our compliance with Section 404 of the Sarbanes-Oxley Act will first be reported on in connection with the filing of our

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second Annual Report on Form 10-K. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. During the course of its testing, our management may identify material weaknesses, which may not be remedied in time to meet the deadline imposed by the SEC rules implementing Section 404 of the Sarbanes-Oxley Act. If our management cannot favorably assess the effectiveness of our internal control over financial reporting, or our auditors identify material weaknesses in our internal control, investor confidence in our financial results may weaken, and the price of our Class A common stock may decline.

We may issue preferred stock whose terms could adversely affect the voting power or value of our Class A common stock.

              Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the Class A common stock.

Anti-takeover and certain other provisions in our certificate of incorporation, bylaws and Delaware law may discourage or delay a change in control.

              Our certificate of incorporation and bylaws will contain provisions which could make it more difficult for stockholders to effect certain corporate actions. Among other things, these provisions will:

    authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval;

    provide that our board of directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible;

    prohibit stockholder action by written consent after the date on which PES Company ceases to beneficially own at least         % of all of the outstanding shares of our capital stock entitled to vote;

    provide that special meetings of stockholders may be called only by the chairman of the board of directors, the chief executive officer or the board of directors, or PES Company, for so long as PES Company continues to beneficially own at least        % of the total voting power of all the then outstanding shares of our capital stock, and establish advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at stockholder meetings; and

    provide that on and after the date PES Company collectively ceases to beneficially own        % of all of the outstanding shares of our capital stock entitled to vote, our stockholders may only amend our bylaws with the approval of        % or more of all of the outstanding shares of our capital stock entitled to vote.

              These anti-takeover provisions and other provisions of Delaware law may have the effect of delaying or deterring a change of control of our company. Certain provisions could also discourage proxy contests and make it more difficult for holders of our Class A common stock to elect directors of their choosing and to cause us to take other corporate actions you desire. These provisions could limit

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the price that certain investors might be willing to pay in the future for shares of our Class A common stock. See "Description of Capital Stock."

The corporate opportunity provisions in our certificate of incorporation could enable PES Company to benefit from corporate opportunities that might otherwise be available to us.

              Subject to the limitations of applicable law, our certificate of incorporation will provide, among other things, that:

    any of our directors or officers who is also an officer, director, employee, managing director or other affiliate of PES Company, Carlyle or PES Equity (each a "Covered Person") has the right to, and has no duty to abstain from, exercising such right to, conduct business with any business that is competitive or in the same line of business as us, do business with any of our clients, customers, vendors or lessors, or make investments in the kind of property in which we may make investments;

    if a Covered Person or any of its officers, partners, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, he has no duty to offer such corporate opportunity to us;

    we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and

    in the event that any of our directors and officers who is also a Covered Person acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person's capacity as one of our directors or officers and such person acted in good faith, then such person will be deemed to have fully satisfied such person's fiduciary duty and will not be liable to us or our stockholders if any of the Covered Persons pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.

              As a result, PES Company, Carlyle, PES Equity and their affiliates may become aware, from time to time, of certain business opportunities, such as acquisition opportunities, and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with us for these opportunities. As a result, our renouncing our interest and expectancy in any business opportunity that may be presented to PES Company, Carlyle, PES Equity and their affiliates could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours. Please read "Description of Capital Stock—Corporate Opportunity."

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

              Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware (the "DGCL") or (iv) any action asserting a claim against us governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our Class A common stock will be deemed to have notice of and consented to the

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provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Immediately effective upon closing, you will experience substantial dilution of $          in net tangible book value per share of Class A common stock.

              The assumed initial public offering price of $            per share of Class A common stock exceeds our pro forma net tangible book value of $            per share (or $            per share if the underwriters exercise their option to purchase additional shares of Class A common stock in full). Based on the assumed initial public offering price of $            per share, you will incur immediate and substantial dilution of $            per share (or $            per share if the underwriters exercise their option to purchase additional shares of Class A common stock in full) after giving effect to our organizational transactions and this offering and the application of the net proceeds therefrom. If we grant equity awards in the future to our directors and employees there will be further dilution. See "Dilution."

We will incur increased costs as a result of being a publicly traded company.

              We have no history operating as a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we did not incur prior to this offering. In addition, the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the NYSE, require publicly traded entities to adopt various corporate governance practices that will further increase our costs.

              Prior to this offering, we have not filed reports with the SEC. Following this offering, we will become subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We expect these rules and regulations to increase certain of our legal and financial compliance costs and to make activities more time-consuming and costly. For example, as a result of becoming a publicly traded company, we are required to adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal controls over financial reporting. In addition, we will incur additional costs associated with our SEC reporting requirements.

              We also expect to incur significant expense in order to obtain director and officer liability insurance. Because of the limitations in coverage for directors, it may be more difficult for us to attract and retain qualified persons to serve on our board or as executive officers.

              We estimate that we will incur $           million of incremental costs per year associated with being a publicly traded company; however, it is possible that our actual incremental costs of being a publicly traded company will be higher than we currently estimate.

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FORWARD-LOOKING STATEMENTS

              Some of the information in this prospectus may contain forward-looking statements. These statements can be identified by the use of forward-looking terminology including "may," "believe," "will," "expect," "anticipate," "estimate," "continue," or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other "forward-looking" information. These forward-looking statements involve risks and uncertainties. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus. All forward-looking information in this prospectus and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. The risk factors and other factors noted throughout this prospectus could cause our actual results to differ materially from those contained in any forward-looking statement. Our forward-looking statements speak only as of the date of this prospectus or as of the date as of which they are made. Except as required by applicable law, including federal securities laws, we do not intend to update or revise any forward-looking statements.

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ORGANIZATIONAL TRANSACTIONS

              We were formed as a Delaware corporation in February 2015 to serve as the issuer of the Class A common stock offered hereby. On or prior to the closing of this offering, we will consummate the organizational transactions.

Our Incorporation

              We have not engaged in any material business or other activities except in connection with our formation. Following this offering and the organizational transactions, we will be a holding company whose sole material asset will consist of                 LLC Units (or                 LLC Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us). As the sole managing member of PES LLC, we will be responsible for all operational, management and administrative decisions relating to PES LLC's business and will consolidate the financial results of PES LLC and its subsidiaries.

              Our certificate of incorporation will authorize two classes of common stock, Class A common stock and Class B common stock. See "Description of Capital Stock." Only Class A common stock will be sold pursuant to this offering. In a transaction separate from this offering, we will convert PES Company's existing equity interest in us into shares of Class B common stock on a                    -to-one basis, which is equal to the number of LLC Units that PES Company receives pursuant to the recapitalization described below under "—Recapitalization of PES LLC." Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation and bylaws.

              We do not intend to list Class B common stock on any stock exchange.

Recapitalization of PES LLC

              PES LLC acts as a holding company of operating subsidiaries that own and operate our refining and logistics business segments. Prior to or substantially concurrently with the completion of this offering, we will amend the PES LLC Operating Agreement to, among other things, (i) provide for a single class of LLC Units, (ii) convert PES Company's existing membership interest in PES LLC into LLC Units and (iii) appoint us as the sole managing member of PES LLC. See "Certain Relationships and Related Party Transactions—PES LLC Operating Agreement."

Offering Transactions

    we will issue            shares of our Class A common stock (or            shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us) in exchange for net proceeds of approximately $             million based on an assumed initial public offering price of $            per share, after deducting the underwriting discount and estimated offering expenses (or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us);

    we will use the net proceeds from this offering (including any net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock from us) to purchase                 LLC Units directly from PES LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount;

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    PES LLC will use the proceeds from the sale of LLC Units to us (i) to repay $                     million of existing liabilities; (ii) to distribute to PES Company $                     million, all of which will be to reimburse PES Company for certain capital expenditures made with respect to certain assets owned by PES Company; and (iii) for general limited liability company purposes;

    we will adopt the Philadelphia Energy Solutions Inc. 2015 Incentive Award Plan providing for certain equity awards to our directors and employees as described under "Compensation Discussion and Analysis—2015 Incentive Award Plan"; and

    we will enter into the tax receivable agreement and the registration rights agreement.

Organizational Structure Following this Offering

              Immediately following the completion of this offering and the organizational transactions:

    our sole asset will be our                 LLC Units, which will represent a        % interest in PES LLC, and as the sole managing member of PES LLC, we will operate and control the business and affairs of Refining and Logistics;

    the investors in this offering will own            shares of our Class A common stock, representing approximately         % of the voting power of our common stock (or approximately        % of the voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us);

    PES Company will own all our outstanding Class B common stock, representing approximately        % of the voting power of our common stock (or        % of the voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us). The Class B common stock will not have any economic interest in us, which means that PES Company will not have the right to receive any distributions or dividends, whether cash or stock, paid by us to our common stockholders; and

    PES Company will own                 LLC Units, which will represent the remaining        % interest in PES LLC. At the election of PES Company, the LLC Units owned by PES Company are redeemable in exchange for newly issued shares of our Class A common stock on a one-for-one basis (and PES Company's shares of Class B common stock will be cancelled on a one-for-one basis upon any such redemption). In lieu of issuing shares of our Class A common stock to PES Company, subject to the approval of our board of directors, which will include directors who are affiliated with PES Company and may include directors who own LLC Units in the future, we may, at our option, make a cash payment to PES Company equal to a volume-weighted average market price of one share of Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the PES LLC Operating Agreement; provided that, at our option, we may effect a direct exchange of such Class A common stock or such cash for such LLC Units. See "Certain Relationships and Related Party Transactions—PES LLC Operating Agreement."

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              The following simplified diagram sets forth our ownership structure after giving effect to the organizational transactions and this offering:

GRAPHIC


(1)
The public and PES Company will own        % and        % of our voting interests, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock from us.

(2)
Borrower under the Refining term loan and Refining revolving credit facility.

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USE OF PROCEEDS

              We expect to receive net proceeds of approximately $             million from the sale of            shares of Class A common stock offered by this prospectus, based on an assumed initial public offering price of $            per share, after deducting the underwriting discount and estimated offering expenses.

              We intend to use the net proceeds from this offering (including any net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock from us) to purchase                 LLC Units directly from PES LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount. PES LLC will use the proceeds from the sale of LLC Units to us (i) to repay $                     million of existing liabilities; (ii) to distribute to PES Company $                     million, all of which will be to reimburse PES Company for certain capital expenditures made with respect to certain assets owned by PES Company; and (iii) for general limited liability company purposes.

              An increase or decrease in the initial public offering price of $1.00 per share would cause the net proceeds from the offering, after deducting the underwriting discount and estimated offering expenses, to increase or decrease by $             million, based on an assumed initial public offering price of $            per share.

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DIVIDEND POLICY

              Following the completion of this offering, we intend to pay a regular quarterly dividend on our Class A common stock of $            per share, or an aggregate of approximately $             million on an annual basis. However, our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our financial condition, results of operations, capital requirements and investment opportunities.

              The declaration, amount and payment of this and any other future dividends on shares of Class A common stock will be at the sole discretion of our board of directors, and we are not obligated under any applicable laws, our governing documents or any contractual agreements or otherwise to declare or pay any dividends or other distributions. Our board of directors may take into account, among other things, general economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, plans for expansion, tax, legal, regulatory and contractual restrictions and implications, including under our and our subsidiaries' outstanding debt agreements, and such other factors as our board of directors may deem relevant in determining whether to declare or pay any dividend. In addition, we expect that to the extent we declare a dividend for a particular quarter, our cash flow from operations for that quarter will substantially exceed any dividend payment for such period. Because any future declaration or payment of dividends will be at the sole discretion of our board of directors, we do not expect that any such dividend payments will have a material adverse impact on our liquidity or otherwise limit our ability to fund capital expenditures or otherwise pursue our business strategy over the long-term. Although we have the ability to borrow funds and sell assets to pay future dividends (subject to certain limitations in our subsidiaries' debt documents), we intend to fund any future dividends out of our cash flow from operations and, as a result, we do not expect to incur any indebtedness or to use the proceeds from this or other offerings to fund such payments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

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CAPITALIZATION

              The following table shows our cash and cash equivalents and total capitalization as of September 30, 2014:

    on a historical basis of PES LLC; and

    on an as adjusted basis after giving effect to our organizational transactions as described under "Organizational Transactions" and this offering and the application of the net proceeds therefrom as described under "Use of Proceeds."

              This table is derived from, should be read together with and is qualified in its entirety by reference to our historical combined financial statements and the accompanying notes and our unaudited pro forma combined financial statements and the accompanying notes included elsewhere in this prospectus.

 
  September 30, 2014  
(in thousands)
  Actual   As Adjusted  

Cash and cash equivalents

  $ 205,310   $    

Long-term debt:

             

Capital lease obligations

    2,088        

Intallment loan

    16,200        

Refining term loan

    535,975        

Refining revolving credit facility

         

Total long-term debt (including current maturities)

  $ 554,263   $    

Member's equity/Stockholders' equity(1):

             

Common units

  $ 235,796        

Advances to members

    (75,900 )      

Officer loans to purchase common units

    (853 )      

Class A common stock, $0.001 per share;             shares authorized,              shares issued and outstanding (as adjusted)

           

Class B common stock, $0.001 per share;             shares authorized,              shares issued and outstanding (as adjusted)

           

Additional paid-in-capital

           

Retained earnings

    64,228        

Accumulated other comprehensive loss

    (391 )      

Total member's equity/stockholders' equity

  $ 222,880   $    

Non-controlling interest(2)

           

Total capitalization

  $ 777,143   $    

(1)
Assumes the underwriters' option to purchase additional shares of Class A common stock from us is not exercised.

(2)
Reflects the portion of PES LLC that will be owned by PES Company upon completion of this offering. See "Organizational Transactions."

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DILUTION

              Dilution is the amount by which the offering price paid by purchasers of shares of Class A common stock in this offering will exceed the net tangible book value per share of Class A common stock immediately after the completion of this offering. Net tangible book value per share as of a particular date represents the amount of our total tangible assets less our total liabilities divided by the number of shares of Class A common stock outstanding as of such date. The net tangible book value of our Class A common stock as of September 30, 2014 was $            , or approximately $            per share. The net tangible book value of our Class A common stock as of September 30, 2014 on a pro forma basis, after giving effect to the transactions described under "Organizational Transactions" and the sale of shares of Class A common stock in this offering at an assumed initial public offering price of $            , and after deducting the underwriting discount and estimated offering expenses, would have been $            , or approximately $            per share. This represents an immediate increase in pro forma net tangible book value of $            per share to existing stockholders and an immediate dilution of $            per share to new investors.

              The following table illustrates this dilution on a per share of Class A common stock basis:

Assumed initial public offering price per share

      $        

Net tangible book value per share

  $            

Increase in net tangible book value per share attributable to new investors

       

Pro forma net tangible book value per share after the offering

       

Dilution per share to new investors

      $        

              If the underwriters exercise their option to purchase additional shares of Class A common stock in full, the net tangible of our Class A common stock as of September 30, 2014 on a pro forma basis would have been $            per share. This represents an increase in pro forma net tangible book value of $            per share to existing stockholders and dilution in pro forma net tangible book value of $            per share to new investors.

              A $1.00 increase in the assumed initial public offering price of $            per share would increase our pro forma net tangible book value per share by $            and the dilution to new investors by $            , assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

              A $1.00 decrease in the assumed initial public offering price of $            per share would not change our pro forma net tangible book value per share and would decrease the dilution to new investors by $1.00, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and estimated offering expenses payable by us.

              The following table summarizes on a pro forma basis as of September 30, 2014 the total number of shares of Class A common stock purchased from us; the total consideration paid to us, assuming an initial public offering price of $            per share and before deducting the underwriting discount and estimated offering expenses payable by us; and the average price per share paid by our existing stockholders and by new investors purchasing shares in this offering.

 
  Shares Purchased   Total Consideration    
 
 
  Average Price
per Share
 
 
  Number   Percent   Amount   Percent  
 
   
   
  (in millions)
   
   
 

Existing stockholders

                          % $                       %             

Investors in this offering

                   %                  %      

Total

          100.0 % $              100.0 %      

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

              The following table presents the selected historical consolidated financial data of PES LLC and our Predecessor. The selected historical consolidated financial data as of December 31, 2013, 2012 and September 7, 2012, for the years ended December 31, 2013 and 2011 and for the periods from September 8 to December 31, 2012 and January 1 to September 7, 2012, have been derived from audited financial statements of PES LLC and our Predecessor, included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 2011 have been derived from the audited financial statements of our Predecessor not included in this prospectus. The selected historical financial data as of December 31, 2009 and 2010 and for the years ended December 31, 2009 and 2010 have been derived from unaudited financial statements of our Predecessor not included in this prospectus. The information as of September 30, 2014 and 2013 and for the nine months ended September 30, 2014 and 2013 was derived from the unaudited consolidated financial statements of PES LLC included elsewhere in this prospectus and include all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of the financial position and the results of operations for such periods. Results for the interim periods are not necessarily indicative of the results for the full year.

              Upon the closing of this offering, the historical consolidated financial statements of PES LLC will become the historical consolidated financial statements of Philadelphia Energy Solutions Inc.

              The historical consolidated financial data and other statistical data presented below should be read in conjunction with the consolidated financial statements of PES LLC and our Predecessor and the related notes thereto, included elsewhere in this prospectus, and the sections entitled "Unaudited Pro Forma Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." The consolidated financial information may not be indicative of our future performance.

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  Successor    
  Predecessor  
 
  Nine Months
Ended
September 30,
2014
  Nine Months
Ended
September 30,
2013
  Year Ended
December 31,
2013
  Period from
September 8
to December 31,
2012
   
  Period from
January 1 to
September 7,
2012
  Year Ended
December 31,
2011
  Year Ended
December 31,
2010
  Year Ended
December 31,
2009
 
 
  (in thousands)
   
  (in thousands)
 

Consolidated statements of operations data:

                                                     

Net sales

  $ 10,254,992   $ 10,066,870   $ 13,627,620   $ 4,552,022       $ 9,961,884   $ 13,945,883   $ 10,482,776   $ 6,014,528  

Operating costs and expenses

                                                     

Cost of sales, excluding depreciation

    9,596,402     9,715,348     13,185,363     4,238,775         9,436,608     13,487,628     9,829,440     5,753,517  

Operating expenses, excluding depreciation

    358,277     316,507     422,506     119,637         273,066     429,513     523,347     501,722  

Impairment of inventory

    18,598             11,533                      

General and administrative expenses

    66,097     56,243     72,245     24,722         44,913     39,093     50,742     47,262  

Depreciation and amortization expense

    26,693     16,011     23,201     2,171         12,597     99,443     32,485     37,522  

Provision for asset write-downs

                            1,464,357          

Total operating costs and expenses

    10,066,067     10,104,109     13,703,315     4,396,838         9,767,184     15,520,034     10,436,014     6,340,023  

Operating income (loss)

    188,925     (37,239 )   (75,695 )   155,184         194,700     (1,574,151 )   46,762     (325,495 )

Other (expense) income

                                                     

Interest expense, net

    (35,075 )   (20,418 )   (30,975 )   (571 )                    

Other income (expense)

    623     3,272     3,631     (14,815 )                    

Income (loss) before income tax expense

    154,473     (54,385 )   (103,039 )   139,798         194,700     (1,574,151 )   46,762     (325,495 )

Income tax benefit (expense)

    1,684         100     (3,788 )       (13,506 )   498,358     (19,406 )   135,081  

Net income (loss)

  $ 156,157   $ (54,385 ) $ (102,939 ) $ 136,010       $ 181,194   $ (1,075,793 ) $ 27,356   $ (190,414 )

Consolidated balance sheet data:

                                                     

Cash and cash equivalents

  $ 205,310   $ 189,924   $ 127,380   $ 232,931       $   $   $   $  

Property, plant and equipment, net

    387,135     274,666     298,656     98,782         295,463     283,878     1,788,315     1,805,344  

Total assets

    1,167,043     1,089,906     1,003,165     773,456         548,584     376,471     1,889,155     1,913,536  

Note payable to affiliate

              $ 28,179                      

Current portion of long-term debt and capital lease obligation

    10,960     5,750     6,460                          

Long-term debt and capital lease obligation

    543,303     536,469     535,236                          

Members' equity/parent company net investment

    222,880     114,216     66,642     390,541         422,325     269,606     1,236,596     1,291,336  

Other financial data:

                                                     

Capital expenditures

  $ 90,872   $ 210,815   $ 267,871   $ 14,060       $ 25,994   $ 63,236   $ 100,932   $ 178,853  

Gross margin

   
255,022
   
19,004
   
(3,450

)
 
179,906
       
239,613
   
(70,701

)
 
97,504
   
(278,233

)

Gross refining margin(1)

    658,590     351,522     442,257     313,247         525,276     458,255     653,336     261,011  

EBITDA(2)

    216,241     (17,956 )   (48,863 )   142,540         207,297     (1,474,708 )   79,247     (287,973 )

(1)
Gross refining margin is a non-GAAP measure defined as gross margin excluding direct operating expenses, depreciation and amortization expense and impairment of inventory related to the Philadelphia refining complex. We believe gross refining margin is an important measure of operating performance and provides useful information to investors because it more closely reflects the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for operating expenses and depreciation expense. In order to assess our operating performance, we compare our gross refining margin to industry refining margin benchmarks and crude oil prices.

Gross refining margin should not be considered as an alternative to gross margin, operating income (loss), net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin presented by other companies may not be comparable to our presentation, since each company may define this term differently. The following table presents a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, gross margin, for each of the periods indicated:

 
  Successor    
  Predecessor  
 
  Nine Months
Ended
September 30,
2014
  Nine Months
Ended
September 30,
2013
  Year Ended
December 31,
2013
  Period from
September 8
to December 31,
2012
   
  Period from
January 1 to
September 7,
2012
  Year Ended
December 31,
2011
  Year Ended
December 31,
2010
  Year Ended
December 31,
2009
 
 
  (in thousands)
   
  (in thousands)
 

Reconciliation of gross margin to gross refining margin:

                                                     

Gross margin

  $ 255,022   $ 19,004   $ (3,450 ) $ 179,906         239,613   $ (70,701 ) $ 97,504   $ (278,233 )

Add:

                                                     

Refinery operating expenses

    358,277     316,507     422,506     119,637         273,066     429,513     523,347     501,722  

Refinery depreciation expense

    26,693     16,011     23,201     2,171         12,597     99,443     32,485     37,522  

Impairment of inventory

    18,598             11,533                      

Gross refining margin

  $ 658,590   $ 351,522   $ 442,257   $ 313,247       $ 525,276   $ 458,255   $ 653,336   $ 261,011  

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(2)
EBITDA is a non-GAAP measure defined as net income (loss) excluding interest expense, income tax benefit (expense) and depreciation and amortization expense. We believe EBITDA is an important supplemental measure of operating performance and provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on GAAP measures and eliminates items that have less bearing on our operating performance. EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations of EBITDA are:

EBITDA does not reflect depreciation and amortization, but the assets being depreciated and amortized will often have to be replaced in the future;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to make payments of interest or principal on our indebtedness; and

EBITDA does not reflect our tax expense.

EBITDA should not be considered as an alternative to operating income (loss) or net income (loss), net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA presented by other companies may not be comparable to our presentation since each company may define this term differently. The following table presents a reconciliation of EBITDA to the most directly comparable GAAP financial measure, net income (loss), for each of the periods indicated:

 
  Successor    
  Predecessor  
 
  Nine Months
Ended
September 30,
2014
  Nine Months
Ended
September 30,
2013
  Year Ended
December 31,
2013
  Period from
September 8
to December 31,
2012
   
  Period from
January 1 to
September 7,
2012
  Year Ended
December 31,
2011
  Year Ended
December 31,
2010
  Year Ended
December 31,
2009
 
 
  (in thousands)
   
  (in thousands)
 

Reconciliation of net income (loss) to EBITDA:

                                                     

Net income (loss)

  $ 156,157   $ (54,385 ) $ (102,939 ) $ 136,010       $ 181,194   $ (1,075,793 ) $ 27,356   $ (190,414 )

Add:

                                                     

Income tax (benefit) expense

    (1,684 )       (100 )   3,788         13,506     (498,358 )   19,406     (135,081 )

Interest expense, net

    35,075     20,418     30,975     571                      

Depreciation and amortization

    26,693     16,011     23,201     2,171         12,597     99,443     32,485     37,522  

EBITDA

  $ 216,241   $ (17,956 ) $ (48,863 ) $ 142,540       $ 207,297   $ (1,474,708 ) $ 79,247   $ (287,973 )

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

              Our unaudited pro forma consolidated financial statements are presented to show how we might have looked if the organizational transactions described under "Organizational Transactions," and the use of the estimated net proceeds from this offering as described under "Use of Proceeds" had occurred on the dates and for the periods indicated below. We derived the following unaudited pro forma consolidated financial statements by applying pro forma adjustments to the historical consolidated financial statements of PES LLC and our Predecessor included elsewhere in this prospectus.

              The unaudited pro forma consolidated balance sheet as of September 30, 2014 has been derived from the PES LLC unaudited balance sheet and gives effect to the organizational transactions and the use of the estimated net proceeds from this offering as if such transactions had occurred on September 30, 2014. The unaudited pro forma condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2014 have been derived from PES LLC's unaudited statement of operations and comprehensive income (loss) for such period and gives effect to the organizational transactions and the use of the estimated net proceeds from this offering as if such transactions had occurred on January 1, 2013. The unaudited pro forma consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2013 has been derived from PES LLC's audited statement of operations and comprehensive income (loss) for such period and gives effect to the organizational transactions and the use of the estimated net proceeds from this offering as if such transactions had occurred on January 1, 2013.

              We have also provided a supplemental unaudited pro forma consolidated balance sheet as of September 30, 2014 and supplemental unaudited pro forma consolidated statements of operations for the year ended December 31, 2013 and for the nine months ended September 30, 2014. In addition to the pro forma adjustments outlined above, such supplemental unaudited pro forma information is provided to give effect to the assumed redemption of all of the LLC Units held by PES Company in exchange for shares of our Class A common stock (and cancellation of a corresponding number of shares of our Class B common stock) concurrent with the offering. The supplemental unaudited pro forma financial information is presented for illustrative purposes only, as future redemptions of LLC Units in exchange for shares of our Class A common stock are dependent on numerous factors outside of our control and such future redemptions are not directly attributable to the organizational transactions.

              The unaudited pro forma consolidated financial information and supplemental unaudited pro forma consolidated financial information is presented for informational purposes only. The unaudited pro forma consolidated financial information and supplemental unaudited pro forma consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date.

              The pro forma adjustments as of and for the nine months ended September 30, 2014 and for the year ended December 31, 2013 principally give effect to:

    the consummation of the organizational transactions described in "Organizational Transactions" and the related effects of the tax receivable agreement as further described in "Certain Relationships and Related Party Transactions—Tax Receivable Agreement"; and

    a provision for corporate income taxes on our income at an effective rate of 41.5%, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state, local and/or foreign jurisdiction.

              The unaudited pro forma consolidated balance sheet and statements of operations and supplemental unaudited consolidated balance sheet and statements of operations should be read in conjunction with the sections entitled "Organizational Transactions," "Use of Proceeds," "Capitalization," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our and our Predecessor's historical consolidated financial statements and related notes thereto, included elsewhere in this prospectus.

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Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2014
(in thousands)

 
  Philadelphia Energy
Solutions LLC
Actual
  Pro Forma
Adjustments
  Philadelphia
Energy
Solutions Inc.
Pro Forma
 

ASSETS

                   

Current Assets

                   

Cash and cash equivalents

  $ 205,310   $   (a)      

Accounts receivable, net

    317,365              

Accounts receivable from affiliate

    905              

Inventories

    185,384              

Prepaid expenses and other current assets

    34,802              

Total Current Assets

    743,766              

Property, plant and equipment, net

    387,135              

Deferred tax asset

          (b)      

Environmental indemnification receivable

    18,935              

Other long-term assets

    17,207              

Total Assets

  $ 1,167,043   $     $           

LIABILITIES AND EQUITY

                   

Current Liabilities

                   

Accounts payable

  $ 201,293   $     $           

Accounts payable to affiliates

    25,717              

Accrued liabilities

    104,956              

Current portion of long-term debt and capital lease obligation

    10,960              

Non-income taxes payable

    13,254              

Total Current Liabilities

    356,180              

Long-term debt and capital lease obligation

    543,303              

Environmental liabilities

    18,935              

Payable to related parties pursuant to tax receivable agreement

          (b)      

Deferred tax liabilities

          (b)      

Other long-term liabilities

    25,745              

Total Liabilities

    944,163              

Commitments and Contingencies

                   

Members'/Stockholders' Equity

   
 
   
 
   
 
 

Common units

    235,796       (c)      

Advances to members

    (75,900 )     (c)      

Officer loans to purchase common units

    (853 )     (c)      

Class A common stock

          (c)      

Class B common stock

          (c)      

Additional paid-in capital

          (c)      

Retained earnings

    64,228       (c)      

Accumulated other comprehensive loss

    (391 )     (c)      

Members' equity/stockholders' equity

    222,880              

Noncontrolling interest

          (d)      

Total Liabilities and Equity

  $ 1,167,043   $     $           

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Supplemental Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2014
(in thousands)

 
  Philadelphia Energy
Solutions LLC
Actual
  Pro Forma
Adjustments
  Philadelphia
Energy
Solutions Inc.
Pro Forma
 

ASSETS

                   

Current Assets

                   

Cash and cash equivalents

  $ 205,310   $   (a)      

Accounts receivable, net

    317,365              

Accounts receivable from affiliate

    905              

Inventories

    185,384              

Prepaid expenses and other current assets

    34,802              

Total Current Assets

    743,766              

Property, plant and equipment, net

    387,135              

Deferred tax asset

          (e)      

Environmental indemnification receivable

    18,935              

Other long-term assets

    17,207              

Total Assets

  $ 1,167,043   $     $           

LIABILITIES AND EQUITY

                   

Current Liabilities

                   

Accounts payable

  $ 201,293   $     $           

Accounts payable to affiliates

    25,717              

Accrued liabilities

    104,956              

Current portion of long-term debt and capital lease obligation

    10,960              

Non-income taxes payable

    13,254              

Total Current Liabilities

    356,180              

Long-term debt and capital lease obligation

    543,303              

Environmental liabilities

    18,935              

Payable to related parties pursuant to tax receivable agreement

          (e)      

Deferred tax liabilities

          (e)      

Other long-term liabilities

    25,745              

Total Liabilities

    944,163              

Commitments and Contingencies

                   

Members'/Stockholders' Equity

   
 
   
 
   
 
 

Common units

    235,796       (f)      

Advances to members

    (75,900 )     (f)      

Officer loans to purchase common units

    (853 )     (f)      

Class A common stock

          (f)      

Class B common stock

          (f)      

Additional paid-in capital

          (f)      

Retained earnings

    64,228       (f)      

Accumulated other comprehensive loss

    (391 )     (f)      

Members' equity/stockholders' equity

    222,880              

Total Liabilities and Equity

  $ 1,167,043   $     $           

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NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AND SUPPLEMENTAL UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

(a)
Reflects the net effect on cash and cash equivalents of the receipt of offering proceeds and the use thereof as described in "Use of Proceeds" of $             million.

(b)
Reflects adjustments to give effect to the tax receivable agreement (as described in "Certain Relationships and Related Party Transactions—Tax Receivable Agreement") based on the following assumptions:

we will record an increase of $             million in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased interests, based on an effective income tax rate of 41.5% (which includes a provision for U.S. federal, state and local income taxes);

we will record $             million, representing 85% of the estimated realizable tax benefit resulting from (i) the increase in the tax basis of the purchased interests as noted above and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement as an increase to the liability under the tax receivable agreement;

we will record an increase of $             million in deferred tax liabilities reflecting the expected future tax consequences of the differences between the carrying amounts of existing assets and liabilities and their respective tax bases. The deferred tax liabilities arise from taxable temporary differences primarily related to depreciation on property, plant and equipment;

we will record a decrease of $             million to additional paid-in-capital, which is an amount equal to the difference between (i) the increase in deferred tax assets and (ii) the increase in deferred tax liabilities and the liability due to existing owners under the tax receivable agreement; and

there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets.

(c)
Represents adjustments to stockholders' equity reflecting (i) par value for our Class A common stock and Class B common stock outstanding following this offering, (ii) an increase of $             million of additional paid-in capital as a result of the offering proceeds from this offering and the use thereof, (iii) a decrease of $             million of additional paid-in-capital due to the deferred tax asset, tax receivable agreement and deferred tax liabilities as described in footnote (b) above, (iv) an increase of $             million of additional paid-in-capital to allocate our share of PES LLC's equity, and (v) the elimination of LLC Units, advances to members and officer loans to purchase common units upon consolidation with a corresponding increase in additional paid-in-capital.

(d)
As described in "Organizational Transactions," we will become the sole managing member of PES LLC. We will initially own less than 100% of the economic interest in PES LLC, but will have 100% of the voting power and control the management of PES LLC. As a result, we will consolidate the financial results of PES LLC and will record a noncontrolling interest. Immediately following this offering, the noncontrolling interest, based on the assumptions to the pro forma information, will be        %. Pro forma noncontrolling interest represents        % of the pro forma equity of PES LLC of $             million.

(e)
Future redemptions of our Class A common stock in exchange for LLC Units by PES Company, or purchases of LLC Units by us, could result in changes to our deferred tax asset, deferred tax liabilities and amounts owed under our tax receivable agreement. These adjustments give effect to the tax receivable agreement (as described in "Certain Relationships and Related Party Transactions—Tax Receivable Agreement") assuming all of the

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      remaining LLC Units are sold to us or redeemed in exchange for our Class A common stock concurrent with the offering. These adjustments do not reflect the organizational transactions and are provided for illustrative purposes only. These adjustments are based on the following assumptions:

    we will record an increase of $             million in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased interests, based on an effective income tax rate of 41.5% (which includes a provision for U.S. federal, state, and local income taxes);

    we will record $             million, representing 85% of the estimated realizable tax benefit resulting from (i) the increase in the tax basis of the purchased interests as noted above and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement as an increase to the liability under the tax receivable agreement;

    we will record an increase of $             million in deferred tax liabilities reflecting the expected future tax consequences of the differences between the carrying amounts of existing assets and liabilities and their respective tax bases. The deferred liabilities arise from taxable temporary differences primarily related to depreciation on property, plant and equipment;

    we will record a decrease of $             million to additional paid-in-capital, which is an amount equal to the difference between (i) the increase in deferred tax assets and (ii) the increase in deferred tax liabilities and the liability due to existing owners under the tax receivable agreement; and

    there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets.

(f)
Represents adjustments to stockholders' equity assuming all of the LLC Units are sold to us or redeemed in exchange for our Class A common stock concurrent with the offering. The adjustments do not reflect the organizational transactions and are provided for illustrative purposes only. The adjustments to stockholders' equity reflect (i) par value for our Class A common stock and Class B common stock outstanding following this offering, (ii) an increase of $             million of additional paid-in capital as a result of the offering proceeds from this offering and the use thereof, (iii) a decrease of $             million in additional paid-in-capital due to the deferred tax asset, tax receivable agreement and deferred tax liabilities as described in footnote (e) above, and (iv) the elimination of LLC Units, advances to members and officer loans to purchase common units upon consolidation with a corresponding increase in additional paid-in-capital.

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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2014
(in thousands, except share and per share data)

 
  Philadelphia
Energy
Solutions LLC
Actual
  Pro Forma
Adjustments(g)
  Philadelphia
Energy
Solutions Inc.
Pro Forma
 

Net sales

  $ 10,254,992   $     $    

Operating costs and expenses

   
 
   
 
   
 
 

Cost of sales, excluding depreciation

    9,596,402              

Operating expenses, excluding depreciation

    358,277              

Impairment of inventory

    18,598              

General and administrative expenses

    66,097       (h)      

Depreciation and amortization expense

    26,693              

Total operating costs and expenses

    10,066,067              

Operating income

    188,925              

Interest expense, net

    (35,075 )            

Other income

    623              

Income before income tax expense

    154,473              

Income tax benefit (expense)

    1,684       (i)      

Net income

  $ 156,157   $          

Less—net income attributable to noncontrolling interest

            (j)      

Net income attributable to PES Inc

              $    

Weighted Average Shares of Class A common stock outstanding(j)

                   

Basic

                   

Diluted

                   

Net income available to Class A common stock per share(j)

                   

Basic

                   

Diluted

                   

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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2013
(in thousands, except share and per share data)

 
  Philadelphia
Energy
Solutions LLC
Actual
  Pro Forma
Adjustments(g)
  Philadelphia
Energy
Solutions Inc.
Pro Forma
 

Net sales

  $ 13,627,620   $     $    

Operating costs and expenses

   
 
   
 
   
 
 

Cost of sales, excluding depreciation

    13,185,363              

Operating expenses, excluding depreciation

    422,506              

Impairment of inventory

                 

General and administrative expenses

    72,245              

Depreciation and amortization expense

    23,201              

Total operating costs and expenses

    13,703,315              

Operating loss

    (75,695 )            

Interest expense, net

    (30,975 )            

Other income

    3,631              

Loss before income tax benefit

    (103,039 )            

Income tax benefit

    100       (i)      

Net income

  $ (102,939 ) $          

Less—net income attributable to noncontrolling interest

            (j)      

Net income attributable to PES Inc

              $    

Weighted Average Shares of Class A common stock outstanding(j)

                   

Basic

                   

Diluted

                   

Net income available to Class A common stock per share(j)

   
 
   
 
   
 
 

Basic

              $    

Diluted

              $    

67


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Supplemental Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2014
(in thousands, except share and per share data)

 
  Philadelphia
Energy
Solutions LLC
Actual
  Pro Forma
Adjustments(g)
  Philadelphia
Energy
Solutions Inc.
Pro Forma
 

Net sales

  $ 10,254,992   $     $    

Operating costs and expenses

   
 
   
 
   
 
 

Cost of sales, excluding depreciation

    9,596,402              

Operating expenses, excluding depreciation

    358,277              

Impairment of inventory

    18,598              

General and administrative expenses

    66,097       (h)      

Depreciation and amortization expense

    26,693              

Total operating costs and expenses

    10,066,067              

Operating income

    188,925              

Interest expense, net

    (35,075 )            

Other income

    623              

Income before income tax expense

    154,473              

Income tax benefit (expense)

    1,684       (i)      

Net income

  $ 156,157   $     $    

Weighted Average Shares of Class A common stock outstanding(j)

                   

Basic

                   

Diluted

                   

Net income available to Class A common stock per share(j)

                   

Basic

                   

Diluted

                   

68


Table of Contents


Supplemental Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2013
(Dollars in thousands)

 
  Philadelphia
Energy
Solutions LLC
Actual
  Pro Forma
Adjustments(g)
  Philadelphia
Energy
Solutions Inc.
Pro Forma
 

Net sales

  $ 13,627,620   $     $    

Operating costs and expenses

   
 
   
 
   
 
 

Cost of sales, excluding depreciation

    13,185,363              

Operating expenses, excluding depreciation

    422,506              

Impairment of inventory

                 

General and administrative expenses

    72,245              

Depreciation and amortization expense

    23,201