Philadelphia Energy Solutions Inc. Commences Initial Public Offering

PHILADELPHIA--(BUSINESS WIRE)--Philadelphia Energy Solutions Inc. (the “Company”) has commenced an initial public offering of 15,151,515 shares of its Class A common stock, of which 11,767,321 shares are to be sold by the Company and 3,384,194 shares are to be sold by affiliates of The Carlyle Group (the “selling stockholders”). The anticipated initial offering price is between $15.00 and $18.00 per share, and the offering is being made pursuant to a registration statement on Form S-1 previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company and the selling stockholders anticipate granting the underwriters a 30-day option to purchase up to an additional 2,272,727 shares of the Company’s Class A common stock (of which up to 1,765,098 shares may be sold by the Company and up to 507,629 shares may be sold by the selling stockholders). The Company expects that its shares of Class A common stock will trade on the New York Stock Exchange under the ticker symbol “PESC.”

The Company intends to use the net proceeds it receives from the offering, including any exercise by the underwriters of their option to purchase any additional shares from the Company, to purchase common membership interests in Philadelphia Energy Solutions LLC (“LLC Units”) from PESC Company, LP (“PESC Company”). PESC Company will distribute to its owners the proceeds received from the sale of LLC Units to the Company. The Company will not receive any net proceeds from the sale by the selling stockholders of shares of the Company’s Class A common stock.

BofA Merrill Lynch and Credit Suisse are lead book-running managers for the proposed initial public offering. Additional book-running managers are Goldman, Sachs & Co., Barclays, Jefferies and J.P. Morgan.

Copies of the preliminary prospectus relating to the proposed initial public offering may be obtained from:

BofA Merrill Lynch	Credit Suisse
222 Broadway	One Madison Avenue
New York, NY 10038	New York, NY 10010
Attn: Prospectus Department	Attn: Prospectus Department
Email: [e-mail]	Telephone: [phone]
	Email: [e-mail]
Goldman, Sachs & Co.	Barclays
Attn: Prospectus Department	c/o Broadridge Financial Solutions
200 West Street	1155 Long Island Avenue
New York, NY 10282	Edgewood, New York 11717
Telephone: [phone]	[e-mail]
Email: [e-mail]	Toll-Free: [phone]
Jefferies	J.P. Morgan Securities LLC
Attention: Prospectus Department	c/o Broadridge Financial Solutions
520 Madison Avenue, 2nd Floor	1155 Long Island Avenue
New York, NY 10022	Edgewood, New York, 11717
Telephone: [phone]	Telephone: [phone]
E-mail: [e-mail]

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

When available, to obtain a copy of the prospectus free of charge, visit the SEC’s website, www.sec.gov, and search under the registrant’s name, “Philadelphia Energy Solutions Inc.”

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “expect,” “anticipate,” “intend” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management. These forward-looking statements involve certain risks and uncertainties, including, among others, that our business plans may change as circumstances warrant, the Company’s shares of Class A common stock may not begin trading on the New York Stock Exchange as expected and the offering may not close as expected. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the “Risk Factors” section of the prospectus included in the registration statement on Form S-1, in the form last filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

About Philadelphia Energy Solutions Inc.

Philadelphia Energy Solutions Inc., owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300 acre refining complex in Philadelphia. The 335,000 barrels per day of combined capacity makes PES the largest refining complex on the Eastern Seaboard.