Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 30, 2022, the previously announced transactions contemplated by the Merger Agreement, including the Merger, were completed.

The description of the Merger Agreement and the Merger in the Introductory Note is incorporated by reference into this Item 2.01.

Such description and information do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, which is incorporated by reference to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference into this Item 2.01.

Item 7.01. Regulation FD Disclosure.

On November 30, 2022, PBF Energy and PBFX issued a joint press release announcing the completion of the Merger. The press release is furnished as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
  No.      Description

  2.1*     Agreement and Plan of Merger, dated July 27, 2022, by and among PBF
           Energy Inc., PBF Energy Company LLC, PBFX Holdings Inc., Riverlands
           Merger Sub LLC, PBF Logistics LP and PBF Logistics GP LLC (incorporated
           by reference herein to Exhibit 2.1 to the Current Report on Form 8-K
           (File No. 001-36446) filed on July 28, 2022).

  99.1     Joint Press Release, dated November 30, 2022.

104        Cover Page Interactive Data File (formatted as Inline XBRL).

*          Certain schedules have been omitted pursuant to Item 601(b)(2) of
           Regulation S-K. PBF Energy Inc. agrees to furnish supplementally a copy
           of any such omitted schedule to the Securities and Exchange Commission
           upon request.

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