PBF Energy (PBF) 8-KPBF Energy Completes Sale of Five Operating Hydrogen Plants for $530 Million to Air Products

On April 17, 2020, PBF Holding Company LLC ("PBF Holding"), an indirect subsidiary of PBF Energy Inc. ("PBF Energy") and a direct subsidiary of PBF Energy Company LLC ("PBF LLC" and together with PBF Energy, the Company), and together with its direct wholly-owned subsidiary, Delaware City Refining Company LLC ("DCR") and its indirect wholly-owned subsidiaries, Torrance Refining Company LLC ("TORC") and Martinez Refining Company LLC ("MRC" and together with DCR and TORC, the "Selling Subsidiaries") executed and closed an Asset Purchase Agreement (the "Asset Purchase Agreement") with Air Products and Chemicals Inc. ("Air Products") pursuant to which, among other things, Air Products acquired five steam methane reformer hydrogen production plants and related assets (the "Transferred Assets") in exchange for consideration received of $530 million.

PBF Holding and the Selling Subsidiaries have made customary representations and warranties and have agreed to customary covenants in the Asset Purchase Agreement and the Asset Purchase Agreement also provides for indemnification rights with respect to, among other things, breaches of representations, warranties or covenants by the parties.

The Asset Purchase Agreement contains representations and warranties by PBF Holding and the Selling Subsidiaries as of specific dates. The representations and warranties reflect negotiations between the parties to the Asset Purchase Agreement and are not intended as statements of fact to be relied upon by the Company’s shareholders; in certain cases, the representations and warranties merely represent allocation decisions among the parties; may have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Asset Purchase Agreement, which disclosures are not reflected in the Asset Purchase Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders. As such, the representations and warranties are solely for the benefit of the parties to the agreement. The representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, may change after the date of the Asset Purchase Agreement and should not be relied upon as statements of facts.

In connection with the execution of the Asset Purchase Agreement, the parties entered into a Transition Services Agreement (the "TSA") for the Company to provide transition maintenance activities with respect to the Transferred Assets and for Air Products, together with Air Products West Coast Hydrogen LLC, to exclusively supply hydrogen, steam, carbon dioxide and other products (the "Products") from the SMRs to the Martinez, Torrance and Delaware City refineries for a specified period until Air Products, PBF Holding and the applicable Selling Subsidiary enter into the 15 year long-term supply agreement for the Products contemplated under the Asset Purchase Agreement (each a "Supply Agreement" and collectively the "Supply Agreements").

The obligations of PBF Holding and the Selling Subsidiaries under the Asset Purchase Agreement, the TSA and the Supply Agreements are guaranteed by PBF Energy and PBF LLC pursuant to a guarantee agreement in favor of Air Products executed concurrent with the closing (the "Guarantee").

The foregoing descriptions of the Asset Purchase Agreement, the TSA and the Guarantee are summary in nature and are qualified in their entirety by reference to the Asset Purchase Agreement, the TSA and the Guarantee, copies of which are attached hereto as Exhibit 10.1, 10.2 and 10.3 and incorporated herein by reference.

On April 20, 2020, the Company issued a press release announcing the completion of the sale of the Transferred Assets. The press release related to this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item

7.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the company’s plans, objectives, expectations and intentions with respect to future earnings and operations. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company's control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the company's filings with the SEC. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.