PBF Announces Product Off-Take, Crude Supply and Banking Arrangements

PBF Holding Company LLC (PBF) has entered into an arrangement with Morgan Stanley Capital Group Inc. (MSCG) for product off-take at its Delaware City refinery and for the Paulsboro, New Jersey refinery upon the closing of that planned acquisition. PBF also entered into an arrangement with Statoil Marketing & Trading (US) Inc. for crude oil and feedstock supply for Delaware City and Paulsboro. Also, in conjunction with its planned acquisition of the Paulsboro refinery from Valero, PBF entered into commitments arranged by UBS Securities LLC (and its affiliates, UBS), Morgan Stanley Funding, Inc. (MS), and Deutsche Bank Trust Company Americas (DB) for a $75 million term loan and a $100 million asset based loan (ABL). These arrangements are subject to execution of definitive agreements and certain other conditions customary for transactions of this type and, with respect to Paulsboro, to the closing of the refinery acquisition.

In regard to these arrangements, Thomas J. Nimbley, PBF’s CEO, stated "We are delighted to be entering into these arrangements with such strong counterparties as MSCG and Statoil, and such a strong banking group. These arrangements will allow PBF to conserve capital for continued growth and provide a strong supply and distribution chain for added value for our investors.”

Under the product off-take arrangement, MSCG will purchase from PBF’s affiliates all of the transportation fuels produced at the two refineries along with intermediates and certain specialty products.

Goran Trapp, Head of Global Oil for MSCG stated "PBF is re-shaping the landscape in the independent refining sector. We are pleased to partner with them in this innovative supply chain solution. The arrangement will generate tremendous synergies for both companies by linking these high-conversion refineries to MSCG’s global trading and marketing network.”

Under the crude oil and feedstock supply arrangement, Statoil will procure crude oil for the refineries, and PBF’s subsidiaries will purchase the crude as it leaves the refinery tanks.

"This agreement with PBF fits well with our strategy and we are looking forward to working with PBF supplying their two refineries,” says Martin Jones, President, Statoil Marketing and Trading Inc.

In connection with the planned acquisition of the Paulsboro refinery, UBS, MS and DB have severally committed to providing a $75 million term loan and an ABL of up to $100 million, subject to the terms and conditions contained in the executed commitment letter. The loans will be secured by working capital at Paulsboro and the assets at Delaware City, along with other collateral. The proceeds of the loans will be used for general corporate purposes.

PBF’s principal owners are Petroplus Holdings A. G., Europe’s largest independent refiner, The Blackstone Group, and First Reserve Corporation. Petroplus has also announced that it plans to sell its investment in PBF to Blackstone and First Reserve.

About PBF Energy:

PBF Energy owns and operates oil refineries and related facilities in North America. Our mission is to identify attractive acquisition opportunities in the petroleum refining industry and execute acquisitions that provide superior returns to our investors, provide employees with a safe and rewarding workplace, and become a positive influence in the communities where we do business. Further information is available at www.pbfenergy.com

About Morgan Stanley and MSCG:

Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. Firm's employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,200 offices in 42 countries.

Morgan Stanley Capital Group (MSCG) is the principal commodities trading arm of Morgan Stanley. MSCG's trading and risk management activities cover a broad spectrum of the energy industry with extensive resources dedicated to crude oil and refined product supply, transportation and marketing. MSCG has access to substantial strategic long-term storage capacity and product distribution networks around the world.

About Statoil:

Statoil is an international energy company with operations in 40 countries. Building on more than 35 years of experience from oil and gas production on the Norwegian continental shelf, Statoil is committed to accommodating the world's energy needs in a responsible manner, applying technology and creating innovative business solutions. We are headquartered in Norway with 18,000 people worldwide.

Statoil is one of the world’s leading net exporters of crude oil, and has had a marketing and trading office established in Stamford, Connecticut, USA since 1987. This office is responsible for all sales and trading of crude oil and products into and around the North American continent.

The Stamford office delivers about 600,000 barrels of crude oil, gasoline, propane and butane into the North American market every day, which includes crude oils from Canada, Europe, West Africa, South America and the USA. This office currently staffs more than 130 people.