PBF Announces the Completion of the Acquisition of the Toledo Refinery and Related Assets

Parsippany, NJ, March 1, 2011 – PBF Energy Company LLC today announced that its subsidiary, Toledo Refining Company LLC, has completed its purchase of the Toledo Refinery in Ohio from Sunoco, Inc. (R&M).  The Toledo Refinery is a 170,000 barrel per day refinery with a Nelson complexity rating of 9.2.  The purchase price is $400 million, subject to certain adjustments.  The purchase price is comprised of $200 million in cash and $200 million in a note provided by the seller.  The terms also include a participation payment of up to $125 million based on the future profitability of the refinery, and the sale of the crude oil and refined product inventory attributable to the refinery based on market related prices at closing.  

The Toledo facility is a high-conversion light/sweet crude oil refinery that processes primarily mid-continent and Canadian crude oils.  Major process units include a fluid catalytic cracking unit, a high pressure hydrocracker, a gasoline hydrotreater, two reformers, an alkylation unit and an UDEX unit.  PBF now has 545,000 barrels per day of complex refining capacity in the US. 

Thomas D. O’Malley, PBF’s Chairman, said, “PBF looks forward to being a responsible business partner in the local communities and the State of Ohio, and working with the Steelworkers Union, providing the community with highly valued industrial jobs.”  

Thomas Nimbley, PBF’s CEO commented, “The acquisition of the Toledo Refinery allows PBF to diversify its portfolio into the Midwest market.  The Toledo Refinery is well positioned to serve the local marketplace.  We welcome our new 433 employees to PBF.”

PBF also completed the previously announced commercial arrangements with Morgan Stanley Capital Group Inc. (“MSCG”).  MSCG will provide crude oil and feedstocks to the refinery and also purchase the plant’s clean product production beginning in the second quarter. 

PBF’s principal investors are The Blackstone Group and First Reserve Corporation.  

PBF Contact:
Michael Gayda
Tel:  973-455-7500 

First Reserve Corporation Contact:
Caroline Harris
Tel: 212.279.3115 ext 222

Blackstone Contact:
Christine Andesron
Tel: 212.583-5182

About PBF Holding:
PBF 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 Blackstone:
Blackstone (NYSE: BX) is one of the world’s leading investment and advisory firms and is an experienced and active investor in the energy and natural resources sector.  Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, the companies it advises and the broader global economy. The firm accomplishes this through the commitment of its extraordinary people and flexible capital. Blackstone’s alternative asset management businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-oriented fund and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com.

About First Reserve Corporation:
First Reserve is the world’s leading private equity firm in the energy industry, making both private equity and infrastructure investments throughout the energy value chain.   For more than 25 years, it has3 invested solely in the global energy industry, and has developed an unparalleled franchise, utilizing its broad base of specialized energy industry knowledge as a competitive advantage.  The firm is currently investing its most recent fund, which closed in 2009 at approximately $9 billion.  First Reserve invests strategically across a wide range of energy industry sectors, developing a portfolio that is diversified across the energy value chain, backing talented management teams and building value by building companies.  Further information is available at www.firstreserve.com.