STROOCK
December 3, 2012
Alexandra M. Ledbetter
Timothy S. Levenberg
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: | PBF Energy Inc. Amendment No. 7 to Registration Statement on Form S-1 File No. 333-177933 |
Dear Ms. Ledbetter:
On behalf of our client, PBF Energy Inc. (the “Company”), we hereby transmit via EDGAR Amendment No. 7 to the Company’s Registration Statement on Form S-1, and Exhibit 1.1 and Exhibit 5.1 thereto.
* * * *
In connection with the above, the Company acknowledges that:
| 1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| 2. | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| 3. | The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please do not hesitate to call the undersigned at (212) 806-5793 with any questions you may have regarding this filing or if you wish to discuss the above responses.
Alexandra M. Ledbetter
Securities and Exchange Commission
Page 2
Sincerely, |
/s/ Todd E. Lenson |
Todd E. Lenson, of Stroock & Stroock & Lavan LLP |
| Cc: | Securities and Exchange Commission |
| H. Roger Schwall |
| Michael Fay |
| Karl Hiller |
Jeffrey Dill, Esq.
Douglas S. Horowitz, Esq.
