Exhibit 99.3
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 Our Clients:
Enclosed for your consideration are a 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”), relating to the offer by PBF Holding Company LLC and PBF Finance Corporation (together, the “Issuers”) 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 enclosed 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 enclosed 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 meanings ascribed to them in the Prospectus.
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 EXTEND THE EXCHANGE OFFER.
The enclosed materials are being forwarded to you as the beneficial owner of the old notes held by us for your account but not registered in your name. A tender of such old notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuers urge beneficial owners of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their old notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish to tender any or all such old notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your old notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether to tender your old notes.
The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender old notes held by us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the old notes on your account.