Exhibit 99.2
PBF HOLDING COMPANY LLC
PBF FINANCE CORPORATION
OFFER TO EXCHANGE
UP TO $1,000,000,000 OF 6.00% SENIOR NOTES DUE 2028 WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR
UP TO $1,000,000,000 OF 6.00% SENIOR NOTES DUE 2028 WHICH HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
, 2020
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
As described in the enclosed Prospectus, dated , 2020 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the Letter of Transmittal for Holders of Global Notes (the “Letter of Transmittal”), PBF Holding Company LLC and PBF Finance Corporation (together, the “Issuers”), are offering to exchange (the “Exchange Offer”) up to $1,000,000,000 of the Issuers’ 6.00% senior notes due 2028 (the “new notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $1,000,000,000 of 6.00% senior notes due 2028 (the “old notes”), which have not been registered under the Securities Act in denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and the Letter of Transmittal. The terms of the new notes are materially identical to the terms of the old notes for which they may be exchanged pursuant to the Exchange Offer, except that the new notes will be registered under the Securities Act and will not contain restrictions on transfer, registration rights or provisions for payments of additional interest, upon the terms and subject to the conditions of the enclosed Prospectus and the Letter of Transmittal. The old notes are and the new notes will be unconditionally guaranteed by the Subsidiary Guarantors upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Issuers will accept for exchange any and all old notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus. Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.
WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.
Enclosed are copies of the following documents:
| 2. | The Letter of Transmittal for your use in connection with the tender of old notes and for the information of your clients, including, as applicable, an IRS Form W-9 and instructions thereto (relating to providing taxpayer identification numbers and information relating to U.S. federal income tax backup withholding); |
| 3. | A form of Notice of Guaranteed Delivery; and |
| 4. | A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold old notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer. |
Your prompt action is requested. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (the “Expiration Date”), unless the Issuers otherwise extend the Exchange Offer.