--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-22-043676" form_type: "8-K" ticker: null cik: "0001582568" company_name: "PBF Logistics LP" filed_at: "2022-11-30T23:59:59+00:00" generated_at: "2026-06-21T11:40:26.007767+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # PBF Energy completes acquisition of PBF Logistics; unitholders get 0.270 shares + $9.25 cash per unit ## Summary - Merger effective Nov 30; each PBFX public common unit converted into 0.270 PBF shares plus $9.25 cash. - Approximately 42.5M units (67.8% of outstanding) voted to approve merger at special meeting. - PBFX Common Units to be delisted from NYSE; deregistration under Exchange Act to follow. - Directors Michael Gayda, Bruce Jones, David Roush, Lawrence Ziemba resigned due to completion of merger. ## SEC filing metadata - accession: 0001140361-22-043676 - form_type: 8-K - cik: 0001582568 - company_name: PBF Logistics LP - filed_at: 2022-11-30T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.02, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/brhc10044621_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-22-043676 - JSON: https://secwatch.observer/filing/0001140361-22-043676.json - Plain text: https://secwatch.observer/filing/0001140361-22-043676.txt ## Key facts - Executive change David Roush resigned as Director at PBF Logistics LP. - Action: resigned - Role: Director source text: At the Effective Time of the Merger and pursuant to the terms of the Merger Agreement, each of Michael D. Gayda, Bruce A. Jones, David Roush and Lawrence Ziemba ceased to serve as directors of PBFX GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm - Executive change Michael D. Gayda resigned as Director at PBF Logistics LP. - Action: resigned - Role: Director source text: At the Effective Time of the Merger and pursuant to the terms of the Merger Agreement, each of Michael D. Gayda, Bruce A. Jones, David Roush and Lawrence Ziemba ceased to serve as directors of PBFX GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm - Executive change Bruce A. Jones resigned as Director at PBF Logistics LP. - Action: resigned - Role: Director source text: At the Effective Time of the Merger and pursuant to the terms of the Merger Agreement, each of Michael D. Gayda, Bruce A. Jones, David Roush and Lawrence Ziemba ceased to serve as directors of PBFX GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm - Executive change Lawrence Ziemba resigned as Director at PBF Logistics LP. - Action: resigned - Role: Director source text: At the Effective Time of the Merger and pursuant to the terms of the Merger Agreement, each of Michael D. Gayda, Bruce A. Jones, David Roush and Lawrence Ziemba ceased to serve as directors of PBFX GP. evidence_url: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm - M&A Transactions PBF Logistics LP underwent a change of control involving PBF Energy Inc. for 0.270 of a share of PBF Energy Class A common stock and $9.25 in cash (closed 2022-11-30). - Action: change of control - Counterparty: PBF Energy Inc. - Consideration: 0.270 of a share of PBF Energy Class A common stock and $9.25 in cash - Closing: 2022-11-30 source text: the effective time of the Merger (the “Effective Time”), pursuant to the terms of the Merger Agreement, each PBFX Public Common Unit was converted into the right to receive: (i) 0.270 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy (the “PBF Energy Common Stock,” and such consideration, the “Stock Consideration”), (ii) $9.25 in evidence_url: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm - Shareholder Votes PBF Logistics LP shareholders approved Approval of the adjournment of the PBFX Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies at the 2022-11-30 meeting. - Outcome: passed - Meeting: 2022-11-30 source text: The Adjournment Proposal was approved by the following vote: Votes For Votes Against Abstentions Broker Non- Votes 42,539,153 320,977 36,789 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm - Shareholder Votes PBF Logistics LP shareholders approved Approval of the Merger Agreement and the transactions contemplated thereby, including the Merger at the 2022-11-30 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-11-30 source text: The Merger Proposal was approved by the following vote: Votes For Votes Against Abstentions Broker Non- Votes 42,541,772 324,644 30,503 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1582568/000114036122043676/0001140361-22-043676-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.