Case Doc 12 Filed 01/22/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 Case Doc 12 Filed 01/22/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al., 1 ) Case No ( ) ) Debtors. ) (Joint Administration Requested) ) DECLARATION OF CATHERINE NOWNES-WHITAKER ON BEHALF OF RUST CONSULTING OMNI BANKRUPTCY REGARDING SERVICE OF SOLICITATION PACKAGES AND TABULATION OF BALLOTS CAST ON THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES Catherine Nownes-Whitaker, hereby declares, under penalty of perjury, as follows: 1. I am a Bankruptcy Consultant of Rust Consulting Omni Bankruptcy ( Omni ), located at 5955 DeSoto Avenue, Suite 100, Woodland Hills, California I am over the age of 18 years and do not have a direct interest in this chapter 11 case and should be considered an impartial party. 2. I submit this declaration with respect to the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates dated January 11, 2018 (as amended, supplemented, or modified from time to time, the Plan ). 2 Except as otherwise indicated herein, all facts set forth herein are based upon my personal knowledge or my review 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2 Case Doc 12 Filed 01/22/18 Page 2 of 5 of relevant documents. I am authorized to submit this Declaration on behalf of Omni. If I were called upon to testify, I could and would testify competently as to the facts set forth herein. 3. Prior to the commencement of their chapter 11 cases, PES Holdings, LLC and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), designated Omni as their voting agent to assist the Debtors with, among other things, (a) the balloting process and service of solicitation materials to the parties entitled to vote to accept or reject the Prepackaged Plan, and (b) the tabulation of votes cast with respect thereto. Rust Omni and its employees have considerable experience in soliciting and tabulating votes to accept or reject proposed prepackaged chapter 11 plans. Service of Solicitation Packages 4. I supervised service of the following materials : a. Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC. and its Debtor Affiliates, dated January 17, 2018 with all exhibits thereto, including: Exhibit A: Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates, Exhibit B: Restructuring Support Agreement, Exhibit C: Financial Projections, Exhibit D: Liquidation Analysis, Exhibit E: Valuation Analysis, Exhibit F: Corporate Organizational Chart, together, (the Disclosure Statement ); b. Class 7 Ballot for Voting on the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates (the Class 7 Ballot ) a copy of which is attached as Exhibit A hereto; and c. Class 8 Ballot for Voting on the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates (the Class 8 Ballot ) a copy of which is attached as Exhibit B hereto. 2

3 Case Doc 12 Filed 01/22/18 Page 3 of 5 5. Unless otherwise noted below, on January 17, 2018 I caused true and correct copies of the above documents to be served via electronic mail. Vote Declaration 6. Under the Plan, only Holders of claims ( Claims ) in the following classes (the Voting Classes ) were designated as being entitled to vote to accept or reject the Prepackaged Plan: Class Class 7 Class 8 Class Description Term Loan A Claims Term Loan B Claims 7. The Debtors established January 16, 2018, as the record date (the Voting Record Date ) for determining which Holders of Claims in the Voting Classes were entitled to vote on the Prepackaged Plan. 8. The procedures for the solicitation and tabulation of votes on the Prepackaged Plan (the Solicitation Procedures ) are outlined in the Disclosure Statement and Ballots. Omni was instructed to solicit, review, determine the validity of, and tabulate Ballots submitted with respect to the Plan by the Holders of Claims in the Voting Classes in accordance with the Solicitation Procedures. 9. The lists of lenders holding Class 7 Term Loan A Claims as of the Voting Record Date were provided by Stephen Vollmer from PNC Capital Markets LLC, one of the joint lead arrangers for this facility. 10. The lists of lenders holding Class 8 Term Loan B Claims as of the Voting Record Date were provided by Julien Castello from JPMorgan Chase Bank N.A., the administrative agent, sole lead arranger, and sole bookrunner for this facility. 3

4 Case Doc 12 Filed 01/22/18 Page 4 of In accordance with the Solicitation Procedures, Omni solicited the holders of Claims in the Voting Classes as of the Voting Record Date. Ballots returned by , hand delivery, or overnight courier were, and continue to be, received by personnel of Omni at the offices of Omni in Woodland Hills, CA. All Ballots received by Omni were, and continue to be, processed in accordance with the Solicitation Procedures. 12. In order for a Ballot to be counted as valid, the Ballot must (a) be properly completed in accordance with the Solicitation Procedures, (b) contain sufficient information to permit the identification of the Holder, be signed, and indicate an acceptance or rejection of the Plan, and (c) be received by Omni by the relevant deadline. The deadline with respect to the Voting Classes was 5:00 p.m. (Prevailing Eastern Time) on January 19, 2018 (the Voting Deadline ). All validly completed and executed Ballots cast by holders in the Voting Classes that were received by Omni on or before the Voting Deadline were tabulated as outlined in the Solicitation Procedures. 13. The final tabulation of the votes cast through timely and properly completed Ballots in the Voting Classes received by Omni by the Voting Deadline (the Tabulation Report ) is attached as Exhibit C hereto. [Remainder of page intentionally left blank] 4

5 Case Doc 12 Filed 01/22/18 Page 5 of 5 Pursuant to 28 U.S. C , I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief. Executed on January 22, 2018 RUST CONSUL TING OMNI BANKRUPTCY {';, \ ',, " Catherine Nownes Bankruptcy Consultant

6 Case Doc 12-1 Filed 01/22/18 Page 1 of 8 Exhibit A Class 7 Ballot

7 Case Doc 12-1 Filed 01/22/18 Page 2 of 8 Class 7 Ballot NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BALLOT. IMPORTANT: NO CHAPTER 11 CASES HAVE BEEN COMMENCED AS OF THE DATE OF THE DISTRIBUTION OF THIS BALLOT. THE DEBTORS (AS DEFINED HEREIN) INTEND TO FILE CHAPTER 11 CASES AND SEEK CONFIRMATION OF THE PLAN (AS DEFINED HEREIN) BY THE BANKRUPTCY COURT SHORTLY THEREAFTER AS DESCRIBED IN GREATER DETAIL IN THE ACCOMPANYING DISCLOSURE STATEMENT. In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No. 18- ( ) Debtors. (Joint Administration Pending) CLASS 7 BALLOT FOR ACCEPTING OR REJECTING THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION FOR PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES If you are the holder of a Term Loan A Claim (Class 7) as of January 17, 2018 (the Voting Record Date ), please use this Ballot to cast your vote to accept or reject the Joint Prepackaged Plan of Reorganization for PES Holdings, LLC and its Debtor Affiliates (as may be amended, modified or supplemented in accordance with the Plan ), 2 which is being proposed by PES Holdings, LLC and its affiliates that also intend to commence chapter 11 cases (the Debtors ). The Plan is included as Exhibit A to the accompanying Disclosure Statement, dated January 17, 2018 (as may be amended, modified or supplemented in accordance with the Restructuring Support Agreement, the Disclosure Statement ). The Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if the Plan (a) is accepted by the holders of two-thirds in amount and more than one-half in number of Claims in each Class that vote on the Plan, and (b) otherwise satisfies the requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if the Plan (a) provides fair and equitable treatment to, and does not discriminate unfairly against, the class(es) of claims that rejected the Plan, in accordance with section 1129(b) of the Bankruptcy Code, and (b) otherwise satisfies the requirements of sections 1129(a) and 1129(b) of the Bankruptcy Code. Please carefully read the enclosed Disclosure Statement and Plan and follow the enclosed instructions for completing this Ballot. If you believe you have received this Ballot in error, if you believe that you have received the wrong Ballot, or if you believe you are a holder of a Claim in more than one Class entitled to vote to accept or reject the Plan and have not received a Ballot for each such Class, please contact the Solicitation Agent immediately. If you have any questions regarding this Ballot, the enclosed voting instructions, the procedures for voting, or need to obtain additional solicitation materials, please contact the Solicitation Agent by (1) ing PESholdings@omnimgt.com and referencing PES Holdings, LLC in the subject line, (2) calling (844) or (818) (international calls), and asking for the Solicitation Group, or (3) writing to the following address: c/o Rust Consulting/Omni Bankruptcy, 5955 DeSoto Ave., Suite 100, Woodland Hills, C.A You may wish to seek legal or other professional advice concerning the proposals related to the Plan. IMPORTANT VOTING DEADLINE: 5:00 P.M. PREVAILING EASTERN TIME ON JANUARY 19, 2018 REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN. BALLOTS MAY BE SUBMITTED VIA BUT WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is 1735 Market Street, Philadelphia, Pennsylvania All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Plan.

8 Case Doc 12-1 Filed 01/22/18 Page 3 of 8 Class 7 Ballot DO NOT RETURN ANY SECURITIES WITH THIS BALLOT. This Ballot is not a letter of transmittal and may not be used for any purpose other than to (i) cast votes to accept or reject the Plan and (ii) as provided in Item 3 of this Ballot, elect to opt out of the Third-Party Release (as defined below). HOW TO VOTE 1. COMPLETE ITEM 1, ITEM 2, AND ITEM 3 (OPTIONAL). 2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM SIGN AND DATE YOUR BALLOT. Please provide your name and mailing address in the space provided on this Ballot RETURN THE BALLOT (i) in the enclosed pre-paid, pre-addressed return envelope, (ii) via first class mail, overnight courier, or hand delivery to the address set forth in Item 4 of this Ballot, or (iii) via (attaching a scanned PDF of the fully executed Ballot) to PESholdings@omnimgt.com and reference PES Holdings, LLC in the subject line, in each case by 5:00 p.m. prevailing Eastern Time on January 19, 2018 (the Voting Deadline ), as discussed below. Ballots returned by facsimile will not be accepted. 5. IF YOUR CLAIM IS HELD IN MULTIPLE ACCOUNTS, YOU MAY RECEIVE MORE THAN ONE BALLOT CODED FOR EACH SUCH ACCOUNT FOR WHICH YOUR CLAIMS ARE HELD. SIMILARLY, IF YOU HOLD A CLAIM IN MORE THAN ONE CLASS ENTITLED TO VOTE YOU MAY RECEIVE MORE THAN ONE BALLOT FOR EACH SUCH CLAIM. EACH BALLOT VOTES ONLY YOUR CLAIMS INDICATED ON THAT BALLOT. ACCORDINGLY, YOU MUST COMPLETE AND RETURN EACH BALLOT YOU RECEIVE TO VOTE MULTIPLE CLAIMS. 6. YOU MUST VOTE ALL OF YOUR CLASS 7 TERM LOAN A CLAIMS EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT YOUR VOTE. OTHER IMPORTANT INFORMATION 1. Any Ballot submitted that is incomplete or illegible, indicates unclear or inconsistent votes with respect to the Plan or is improperly signed and returned will NOT be counted unless the Debtors otherwise determine. 2. To vote, you MUST deliver your completed Ballot so that it is ACTUALLY RECEIVED by the Solicitation Agent on or before the Voting Deadline by one of the methods described above. The Voting Deadline is 5:00 p.m. prevailing Eastern Time on January 19, Any Ballot received by the Solicitation Agent after the Voting Deadline will not be counted with respect to acceptance or rejection of the Plan, as applicable, unless the Debtors otherwise determine. Subject to the Restructuring Support Agreement, no Ballot may be withdrawn or modified after the Voting Deadline without the Debtors prior consent and/or permission of the Bankruptcy Court. 4. Delivery to the Solicitation Agent of a Ballot reflecting your vote will be deemed to have occurred only when the Solicitation Agent actually receives the originally executed Ballot or, in the case of an ed Ballot, when the Solicitation Agent actually receives the attaching a scanned PDF copy of your executed Ballot. In all cases, you should allow sufficient time to assure timely delivery of your Ballot by the Voting Deadline. 5. If, as of the Voting Record Date, you held Claims in more than one voting Class under the Plan, you should receive a separate Ballot for each Class of Claims, coded by Class number, and a set of solicitation materials. You may also receive more than one Ballot if, as of the Voting Record Date, you held Claims through one or more affiliated funds, in which case the vote cast by each such affiliated fund will be counted separately. 3 If you are signing this Ballot in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, or officer of a corporation or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Solicitation Agent, the Debtors, the Debtors proposed counsel, or the Bankruptcy Court, you must submit proper evidence to the requesting party of authority to so act on behalf of such holder. 2

9 Case Doc 12-1 Filed 01/22/18 Page 4 of 8 Class 7 Ballot Separate Claims held by affiliated funds in a particular Class shall not be aggregated, and the vote of each such affiliated fund related to its Claims shall be treated as a separate vote to accept or reject the Plan (as applicable). If you hold any portion of a single Claim, you and all other holders of any portion of such Claim will be (a) treated as a single creditor for voting purposes and (b) required to vote every portion of such Claim collectively to either accept or reject the Plan. The Debtors reserve the right to challenge the validity of any vote that has been improperly split for voting purposes. 6. If you deliver multiple Ballots to the Solicitation Agent with respect to the same Claim, ONLY the last properly executed Ballot timely received will be deemed to reflect your intent and will supersede and revoke any prior Ballot(s). For the avoidance of doubt, all prior Ballots submitted by you prior to the Ballot last received by the Solicitation Agent will be deemed null and void. VOTING COMPLETE THIS SECTION Item 1. Principal Amount of Class 7 Term Loan A Claims. The undersigned hereby certifies that, as of the Voting Record Date, the undersigned was the holder of Class 7 Term Loan A Claims (or authorized signatory for an entity that is a holder of such Claims) in the following aggregate principal amount, excluding, for the avoidance of doubt, accrued but unpaid interest and other amounts that may be owed to the undersigned (or the entity for whom the undersigned is signatory) (please fill in the amount if not otherwise completed): Amount of Term Loan A Claims: $ Item 2. Vote. You may vote to accept or reject the Plan. You must check one of the boxes below in order to have your vote counted. The holder of the Class 7 Term Loan A Claims set forth in Item 1 above votes to (please check one and only one): ACCEPT (VOTE FOR) THE PLAN REJECT (VOTE AGAINST) THE PLAN The Plan, though proposed jointly, constitutes a separate Plan proposed by each Debtor. Accordingly, your vote cast above will be applied in the same manner and in the same amount in Class 7 against each applicable Debtor. Item 3. Important information regarding the Third Party Releases. The Plan contains a series of releases that are part of the overall restructuring set forth in the Plan and described in greater detail in the Disclosure Statement. In that respect, parties should be aware that, if the Plan is confirmed and the Effective Date occurs, certain parties will be getting releases and certain parties will be giving releases as set forth in Article VIII.C of the Plan and as further described in Article VI.S of the Disclosure Statement. For your convenience, excerpts of the release provisions from the Plan are set forth below, however, you should carefully read the enclosed Disclosure Statement and Plan with respect to the releases. If you do not consent to the releases contained in the Plan and the related injunction, you may elect not to grant such releases but only if you (1) vote to reject the Plan in Item 1 above and (2) file an objection to the third party releases with the Court. IF YOU (A) VOTE TO ACCEPT THE PLAN, (B) FAIL TO SUBMIT A BALLOT BY THE VOTING DEADLINE, (C) SUBMIT THIS BALLOT BUT ABSTAIN FROM VOTING, OR (D) VOTE TO 3

10 Case Doc 12-1 Filed 01/22/18 Page 5 of 8 Class 7 Ballot REJECT THE PLAN BUT DO NOT FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT, THEN YOU WILL BE DEEMED TO CONSENT TO THE THIRD-PARTY RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN. ARTICLE VIII.C OF THE PLAN PROVIDES FOR THE THIRD-PARTY RELEASE: AS OF THE EFFECTIVE DATE, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR, REORGANIZED DEBTOR, AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART: (A) THE DEBTORS, THE DEBTORS IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS, OR THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE RESTRUCTURING SUPPORT AGREEMENT; (B) ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, OR THE PLAN; (C) THE CHAPTER 11 CASES, THE DISCLOSURE STATEMENT, THE PLAN, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT; OR (D) ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASES SET FORTH ABOVE DO NOT RELEASE ANY POST- EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN. ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF THE THIRD-PARTY RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND, FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT S FINDING THAT THE THIRD PARTY RELEASE IS: (1) CONSENSUAL; (2) ESSENTIAL TO THE CONFIRMATION OF THE PLAN; (3) GIVEN IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (4) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE THIRD-PARTY RELEASE; (5) IN THE BEST INTERESTS OF THE DEBTORS AND THEIR ESTATES; (6) FAIR, EQUITABLE, AND REASONABLE; (7) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY FOR HEARING; AND (8) A BAR TO 4

11 Case Doc 12-1 Filed 01/22/18 Page 6 of 8 Class 7 Ballot ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO THE THIRD-PARTY RELEASE. IMPORTANT INFORMATION REGARDING THE THIRD-PARTY RELEASE: UNDER THE PLAN, RELEASING PARTIES MEANS COLLECTIVELY, AND IN EACH CASE SOLELY IN ITS CAPACITY AS SUCH: (A) THE DEBTORS AND REORGANIZED DEBTORS; (B) THE PARENT PARTIES; (C) THE TERM LOAN A LENDERS; (D) THE TERM LOAN B LENDERS; (E) THE TERM LOAN A AGENT; (F) THE TERM LOAN B AGENT; (G) THE INTERMEDIATION LENDERS; (H) THE FIRST LOSS LENDERS; (I) THE REFINING ABL LENDERS; (J) THE REFINING ABL AGENT; (K) THE DIP FACILITY LENDERS; (L) THE DIP FACILITY AGENT; (M) THE DIP COMMITMENT PARTIES; (N) THE ADDITIONAL FINANCING LENDER; (O) THE PURCHASER; (P) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (O), EACH SUCH ENTITY S CURRENT AND FORMER PREDECESSORS, SUCCESSORS, AFFILIATES (REGARDLESS OF WHETHER SUCH INTERESTS ARE HELD DIRECTLY OR INDIRECTLY), SUBSIDIARIES, DIRECT AND INDIRECT EQUITYHOLDERS, FUNDS, PORTFOLIO COMPANIES, MANAGEMENT COMPANIES; (Q) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (P), EACH OF THEIR RESPECTIVE CURRENT AND FORMER DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, PARTNERS, MANAGERS, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES, PRINCIPALS, PROFESSIONALS, CONSULTANTS, FINANCIAL ADVISORS, ATTORNEYS, ACCOUNTANTS, INVESTMENT BANKERS, AND OTHER PROFESSIONAL ADVISORS (WITH RESPECT TO CLAUSE (P), EACH SOLELY IN THEIR CAPACITY AS SUCH); AND (R) ALL HOLDERS OF CLAIMS AND INTERESTS NOT DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (Q); PROVIDED, HOWEVER, THAT ANY HOLDER OF A CLAIM OR INTEREST THAT (I) VOTES TO REJECT THE PLAN AND (II) OBJECTS TO THE RELEASES IN THE PLAN SHALL NOT BE A RELEASING PARTY. AS A RELEASING PARTY UNDER THE PLAN, YOU ARE DEEMED TO PROVIDE THE RELEASES CONTAINED IN ARTICLE VIII.C OF THE PLAN, AS SET FORTH ABOVE. YOU MAY ELECT NOT TO GRANT THE RELEASES CONTAINED IN ARTICLE VIII.C OF THE PLAN ONLY IF THE COURT DETERMINES THAT YOU HAVE THE RIGHT TO OPT-OUT OF THE RELEASES AND ONLY IF YOU (A) VOTE TO REJECT THE PLAN AND (B) FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT. SUBJECT TO ANY FINAL ORDER OF THE BANKRUPTCY COURT TO THE CONTRARY, REGARDLESS OF WHETHER THE COURT DETERMINES THAT YOU HAVE A RIGHT TO OPT-OUT OF THE RELEASES, IF YOU (A) VOTE TO ACCEPT THE PLAN, (B) FAIL TO SUBMIT A BALLOT BY THE VOTING DEADLINE, (C) SUBMIT THE BALLOT BUT ABSTAIN FROM VOTING TO ACCEPT OR REJECT THE PLAN, OR (D) VOTE TO REJECT THE PLAN AND FAIL TO FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT, IN EACH CASE YOU WILL BE DEEMED TO CONSENT TO THE RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN. 5

12 Case Doc 12-1 Filed 01/22/18 Page 7 of 8 Class 7 Ballot Item 4. Authorization. By signing and returning this Ballot, the undersigned certifies to the Debtors and the Bankruptcy Court that: 1. the undersigned is (a) the holder of the Term Loan A Claims (Class 7) being voted, or (b) the authorized signatory for an entity that is a holder of such Term Loan A Claims; 2. the undersigned has received a copy of the solicitation materials, including the Plan and the Disclosure Statement, and acknowledges that the undersigned s vote as set forth on this Ballot is subject to the terms and conditions set forth therein and herein; 3. the undersigned has cast the same vote with respect to all of its Term Loan A Claims (Class 7) in connection with the Plan; and 4. (a) no other Ballot with respect to the same Term Loan A Claims (Class 7) identified in Item 1 has been cast or (b) if any other Ballot has been cast with respect to such Term Loan A Claims, then any such earlier Ballots are hereby revoked and deemed to be null and void. Name of Holder: Signature: Signatory Name (if other than the holder) and Capacity of Signatory: Title: Address: Address: Telephone Number: Date Completed: No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan. This Ballot shall not constitute or be deemed a proof of claim or interest or an assertion of a claim or interest. PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT PROMPTLY. THIS BALLOT MUST BE COMPLETED, EXECUTED, AND RETURNED BY ONE OF THE FOLLOWING RETURN METHODS SO THAT IT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT PRIOR TO JANUARY 19, 2018, AT 5:00 P.M. PREVAILING EASTERN TIME OR YOUR VOTE WILL NOT BE COUNTED: (I) IN THE ENCLOSED PRE-PAID, PRE-ADDRESSED RETURN ENVELOPE, (II) VIA FIRST CLASS MAIL, OVERNIGHT COURIER, OR HAND DELIVERY TO THE ADDRESS SET FORTH BELOW, OR (III) VIA (ATTACHING A SCANNED PDF OF THE FULLY EXECUTED BALLOT) TO PESHOLDINGS@OMNIMGT.COM AND REFERENCE PES HOLDINGS, LLC IN THE SUBJECT LINE. PLEASE CHOOSE ONLY ONE METHOD TO RETURN YOUR BALLOT. c/o Rust Consulting/Omni Bankruptcy 5955 DeSoto Ave., Suite 100, Woodlands, C.A Telephone: (844) or (818) (international calls), and ask for the Solicitation Group 6

13 Case Doc 12-1 Filed 01/22/18 Page 8 of 8 PESholdings@omnimgt.com and reference PES Holdings in the subject line Class 7 Ballot IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT BY ING PESHOLDINGS@OMNIMGT.COM AND REFERENCING PES HOLDINGS, LLC IN THE SUBJECT LINE, OR BY CALLING (844) OR (818) (INTERNATIONAL CALLS), AND ASK FOR THE SOLICITATION GROUP. 7

14 Case Doc 12-2 Filed 01/22/18 Page 1 of 8 Exhibit B Class 8 Ballot

15 Case Doc 12-2 Filed 01/22/18 Page 2 of 8 Class 8 Ballot NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BALLOT. IMPORTANT: NO CHAPTER 11 CASES HAVE BEEN COMMENCED AS OF THE DATE OF THE DISTRIBUTION OF THIS BALLOT. THE DEBTORS (AS DEFINED HEREIN) INTEND TO FILE CHAPTER 11 CASES AND SEEK CONFIRMATION OF THE PLAN (AS DEFINED HEREIN) BY THE BANKRUPTCY COURT SHORTLY THEREAFTER AS DESCRIBED IN GREATER DETAIL IN THE ACCOMPANYING DISCLOSURE STATEMENT. In re: Chapter 11 PES HOLDINGS, LLC, et al., 1 Case No. 18- ( ) Debtors. (Joint Administration Pending) CLASS 8 BALLOT FOR ACCEPTING OR REJECTING JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION FOR PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES If you are the holder of a Term Loan B Claim (Class 8) as of January 17, 2018 (the Voting Record Date ), please use this Ballot to cast your vote to accept or reject the Joint Prepackaged Plan of Reorganization for PES Holdings, LLC and its Debtor Affiliates (as may be amended, modified or supplemented in accordance with the Restructuring Support Agreement, the Plan ), 2 which is being proposed by PES Holdings, LLC and its affiliates that also intend to commence chapter 11 cases (the Debtors ). The Plan is included as Exhibit A to the accompanying Disclosure Statement, dated January 17, 2018 (as may be amended, modified or supplemented in accordance with the Restructuring Support Agreement, the Disclosure Statement ). The Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if the Plan (a) is accepted by the holders of two-thirds in amount and more than one-half in number of Claims in each Class that vote on the Plan, and (b) otherwise satisfies the requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if the Plan (a) provides fair and equitable treatment to, and does not discriminate unfairly against, the class(es) of claims that rejected the Plan, in accordance with section 1129(b) of the Bankruptcy Code, and (b) otherwise satisfies the requirements of sections 1129(a) and 1129(b) of the Bankruptcy Code. Please carefully read the enclosed Disclosure Statement and Plan and follow the enclosed instructions for completing this Ballot. If you believe you have received this Ballot in error, if you believe that you have received the wrong Ballot, or if you believe you are a holder of a Claim in more than one Class entitled to vote to accept or reject the Plan and have not received a Ballot for each such Class, please contact the Solicitation Agent immediately. If you have any questions regarding this Ballot, the enclosed voting instructions, the procedures for voting, or need to obtain additional solicitation materials, please contact the Solicitation Agent by (1) ing PESholdings@omnimgt.com and referencing PES Holdings, LLC in the subject line, (2) calling (844) or (818) (international calls), and asking for the Solicitation Group, or (3) writing to the following address: c/o Rust Consulting/Omni Bankruptcy, 5955 DeSoto Ave., Suite 100, Woodland Hills, C.A You may wish to seek legal or other professional advice concerning the proposals related to the Plan. IMPORTANT VOTING DEADLINE: 5:00 P.M. PREVAILING EASTERN TIME ON JANUARY 19, 2018 REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN. BALLOTS MAY BE SUBMITTED VIA BUT WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors service address is: 1735 Market Street, Philadelphia, Pennsylvania All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Plan.

16 Case Doc 12-2 Filed 01/22/18 Page 3 of 8 Class 8 Ballot DO NOT RETURN ANY SECURITIES WITH THIS BALLOT. This Ballot is not a letter of transmittal and may not be used for any purpose other than to (i) cast votes to accept or reject the Plan and (ii) as provided in Item 3 of this Ballot, elect to opt out of the Third-Party Release (as defined below). HOW TO VOTE 1. COMPLETE ITEM 1, ITEM 2, AND ITEM 3 (OPTIONAL). 2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM SIGN AND DATE YOUR BALLOT. Please provide your name and mailing address in the space provided on this Ballot RETURN THE BALLOT (i) in the enclosed pre-paid, pre-addressed return envelope, (ii) via first class mail, overnight courier, or hand delivery to the address set forth in Item 4 of this Ballot, or (iii) via (attaching a scanned PDF of the fully executed Ballot) to PESholdings@omnimgt.com and reference PES Holdings, LLC in the subject line, in each case by 5:00 p.m. prevailing Eastern Time on January 19, 2018 (the Voting Deadline ), as discussed below. Ballots returned by facsimile will not be accepted. 5. IF YOUR CLAIM IS HELD IN MULTIPLE ACCOUNTS, YOU MAY RECEIVE MORE THAN ONE BALLOT CODED FOR EACH SUCH ACCOUNT FOR WHICH YOUR CLAIMS ARE HELD. SIMILARLY, IF YOU HOLD A CLAIM IN MORE THAN ONE CLASS ENTITLED TO VOTE YOU MAY RECEIVE MORE THAN ONE BALLOT FOR EACH SUCH CLAIM. EACH BALLOT VOTES ONLY YOUR CLAIMS INDICATED ON THAT BALLOT. ACCORDINGLY, YOU MUST COMPLETE AND RETURN EACH BALLOT YOU RECEIVE TO VOTE MULTIPLE CLAIMS. 6. YOU MUST VOTE ALL OF YOUR CLASS 8 TERM LOAN B CLAIMS EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT YOUR VOTE. OTHER IMPORTANT INFORMATION 1. Any Ballot submitted that is incomplete or illegible, indicates unclear or inconsistent votes with respect to the Plan or is improperly signed and returned will NOT be counted unless the Debtors otherwise determine. 2. To vote, you MUST deliver your completed Ballot so that it is ACTUALLY RECEIVED by the Solicitation Agent on or before the Voting Deadline by one of the methods described above. The Voting Deadline is 5:00 p.m. prevailing Eastern Time on January 19, Any Ballot received by the Solicitation Agent after the Voting Deadline will not be counted with respect to acceptance or rejection of the Plan, as applicable, unless the Debtors otherwise determine. Subject to the Restructuring Support Agreement, no Ballot may be withdrawn or modified after the Voting Deadline without the Debtors prior consent and/or permission of the Bankruptcy Court. 4. Delivery to the Solicitation Agent of a Ballot reflecting your vote will be deemed to have occurred only when the Solicitation Agent actually receives the originally executed Ballot or, in the case of an ed Ballot, when the Solicitation Agent actually receives the attaching a scanned PDF copy of your executed Ballot. In all cases, you should allow sufficient time to assure timely delivery of your Ballot by the Voting Deadline. 5. If, as of the Voting Record Date, you held Claims in more than one voting Class under the Plan, you should receive a separate Ballot for each Class of Claims, coded by Class number, and a set of solicitation materials. You may also receive more than one Ballot if, as of the Voting Record Date, you held Claims through one or more affiliated funds, in which case the vote cast by each such affiliated fund will be counted separately. 3 If you are signing this Ballot in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, or officer of a corporation or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Solicitation Agent, the Debtors, the Debtors proposed counsel, or the Bankruptcy Court, you must submit proper evidence to the requesting party of authority to so act on behalf of such holder. 2

17 Case Doc 12-2 Filed 01/22/18 Page 4 of 8 Class 8 Ballot Separate Claims held by affiliated funds in a particular Class shall not be aggregated, and the vote of each such affiliated fund related to its Claims shall be treated as a separate vote to accept or reject the Plan (as applicable). If you hold any portion of a single Claim, you and all other holders of any portion of such Claim will be (a) treated as a single creditor for voting purposes and (b) required to vote every portion of such Claim collectively to either accept or reject the Plan. The Debtors reserve the right to challenge the validity of any vote that has been improperly split for voting purposes. 6. If you deliver multiple Ballots to the Solicitation Agent with respect to the same Claim, ONLY the last properly executed Ballot timely received will be deemed to reflect your intent and will supersede and revoke any prior Ballot(s). For the avoidance of doubt, all prior Ballots submitted by you prior to the Ballot last received by the Solicitation Agent will be deemed null and void. VOTING COMPLETE THIS SECTION Item 1. Principal Amount of Class 8 Term Loan B Claims. The undersigned hereby certifies that, as of the Voting Record Date, the undersigned was the holder of Class 8 Term Loan B Claims (or authorized signatory for an entity that is a holder of such Claims) in the following aggregate principal amount, excluding, for the avoidance of doubt, accrued but unpaid interest and other amounts that may be owed to the undersigned (or the entity for whom the undersigned is signatory) (please fill in the amount if not otherwise completed): Amount of Term Loan B Claims: $ Item 2. Vote. You may vote to accept or reject the Plan. You must check one of the boxes below in order to have your vote counted. The holder of the Class 8 Term Loan B Claims set forth in Item 1 above votes to (please check one and only one): ACCEPT (VOTE FOR) THE PLAN REJECT (VOTE AGAINST) THE PLAN The Plan, though proposed jointly, constitutes a separate Plan proposed by each Debtor. Accordingly, your vote cast above will be applied in the same manner and in the same amount in Class 8 against each applicable Debtor. Item 3. Important information regarding the Third Party Releases. The Plan contains a series of releases that are part of the overall restructuring set forth in the Plan and described in greater detail in the Disclosure Statement. In that respect, parties should be aware that, if the Plan is confirmed and the Effective Date occurs, certain parties will be getting releases and certain parties will be giving releases as set forth in Article VIII.C of the Plan and as further described in Article VI.S of the Disclosure Statement. For your convenience, excerpts of the release provisions from the Plan are set forth below, however, you should carefully read the enclosed Disclosure Statement and Plan with respect to the releases. If you do not consent to the releases contained in the Plan and the related injunction, you may elect not to grant such releases but only if you (1) vote to reject the Plan in Item 1 above and (2) file an objection to the third party releases with the Court. IF YOU (A) VOTE TO ACCEPT THE PLAN, (B) FAIL TO SUBMIT A BALLOT BY THE VOTING DEADLINE, (C) SUBMIT THIS BALLOT BUT ABSTAIN FROM VOTING, OR (D) VOTE TO REJECT 3

18 Case Doc 12-2 Filed 01/22/18 Page 5 of 8 4 Class 8 Ballot THE PLAN BUT DO NOT FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT, THEN YOU WILL BE DEEMED TO CONSENT TO THE THIRD- PARTY RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN. ARTICLE VIII.C OF THE PLAN PROVIDES FOR THE THIRD-PARTY RELEASE: AS OF THE EFFECTIVE DATE, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR, REORGANIZED DEBTOR, AND RELEASED PARTY FROM ANY AND ALL CAUSES OF ACTION, INCLUDING ANY DERIVATIVE CLAIMS ASSERTED ON BEHALF OF THE DEBTORS, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART: (A) THE DEBTORS, THE DEBTORS IN- OR OUT-OF-COURT RESTRUCTURING EFFORTS, INTERCOMPANY TRANSACTIONS, OR THE FORMULATION, PREPARATION, DISSEMINATION, NEGOTIATION, OR FILING OF THE RESTRUCTURING SUPPORT AGREEMENT; (B) ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT CREATED OR ENTERED INTO IN CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, OR THE PLAN; (C) THE CHAPTER 11 CASES, THE DISCLOSURE STATEMENT, THE PLAN, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT; OR (D) ANY OTHER ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASES SET FORTH ABOVE DO NOT RELEASE ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, ANY RESTRUCTURING TRANSACTION, OR ANY DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN. ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF THE THIRD-PARTY RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED HEREIN, AND, FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT S FINDING THAT THE THIRD PARTY RELEASE IS: (1) CONSENSUAL; (2) ESSENTIAL TO THE CONFIRMATION OF THE PLAN; (3) GIVEN IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES; (4) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS RELEASED BY THE THIRD-PARTY RELEASE; (5) IN THE BEST INTERESTS OF THE DEBTORS AND THEIR ESTATES; (6) FAIR, EQUITABLE, AND REASONABLE; (7) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY FOR HEARING; AND (8) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM OR CAUSE OF ACTION

19 Case Doc 12-2 Filed 01/22/18 Page 6 of 8 RELEASED PURSUANT TO THE THIRD-PARTY RELEASE. Class 8 Ballot IMPORTANT INFORMATION REGARDING THE THIRD-PARTY RELEASE: UNDER THE PLAN, RELEASING PARTIES MEANS COLLECTIVELY, AND IN EACH CASE SOLELY IN ITS CAPACITY AS SUCH: (A) THE DEBTORS AND REORGANIZED DEBTORS; (B) THE PARENT PARTIES; (C) THE TERM LOAN A LENDERS; (D) THE TERM LOAN B LENDERS; (E) THE TERM LOAN A AGENT; (F) THE TERM LOAN B AGENT; (G) THE INTERMEDIATION LENDERS; (H) THE FIRST LOSS LENDERS; (I) THE REFINING ABL LENDERS; (J) THE REFINING ABL AGENT; (K) THE DIP FACILITY LENDERS; (L) THE DIP FACILITY AGENT; (M) THE DIP COMMITMENT PARTIES; (N) THE ADDITIONAL FINANCING LENDER; (O) THE PURCHASER; (P) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (O), EACH SUCH ENTITY S CURRENT AND FORMER PREDECESSORS, SUCCESSORS, AFFILIATES (REGARDLESS OF WHETHER SUCH INTERESTS ARE HELD DIRECTLY OR INDIRECTLY), SUBSIDIARIES, DIRECT AND INDIRECT EQUITYHOLDERS, FUNDS, PORTFOLIO COMPANIES, MANAGEMENT COMPANIES; (Q) WITH RESPECT TO EACH OF THE FOREGOING ENTITIES IN CLAUSES (A) THROUGH (P), EACH OF THEIR RESPECTIVE CURRENT AND FORMER DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, PARTNERS, MANAGERS, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES, PRINCIPALS, PROFESSIONALS, CONSULTANTS, FINANCIAL ADVISORS, ATTORNEYS, ACCOUNTANTS, INVESTMENT BANKERS, AND OTHER PROFESSIONAL ADVISORS (WITH RESPECT TO CLAUSE (P), EACH SOLELY IN THEIR CAPACITY AS SUCH); AND (R) ALL HOLDERS OF CLAIMS AND INTERESTS NOT DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (Q); PROVIDED, HOWEVER, THAT ANY HOLDER OF A CLAIM OR INTEREST THAT (I) VOTES TO REJECT THE PLAN AND (II) OBJECTS TO THE RELEASES IN THE PLAN SHALL NOT BE A RELEASING PARTY. AS A RELEASING PARTY UNDER THE PLAN, YOU ARE DEEMED TO PROVIDE THE RELEASES CONTAINED IN ARTICLE VIII.C OF THE PLAN, AS SET FORTH ABOVE. YOU MAY ELECT NOT TO GRANT THE RELEASES CONTAINED IN ARTICLE VIII.C OF THE PLAN ONLY IF THE COURT DETERMINES THAT YOU HAVE THE RIGHT TO OPT-OUT OF THE RELEASES AND ONLY IF YOU (A) VOTE TO REJECT THE PLAN AND (B) FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT. SUBJECT TO ANY FINAL ORDER OF THE BANKRUPTCY COURT TO THE CONTRARY, REGARDLESS OF WHETHER THE COURT DETERMINES THAT YOU HAVE A RIGHT TO OPT-OUT OF THE RELEASES, IF YOU (A) VOTE TO ACCEPT THE PLAN, (B) FAIL TO SUBMIT A BALLOT BY THE VOTING DEADLINE, (C) SUBMIT THE BALLOT BUT ABSTAIN FROM VOTING TO ACCEPT OR REJECT THE PLAN, OR (D) VOTE TO REJECT THE PLAN AND FAIL TO FILE AN OBJECTION TO THE THIRD PARTY RELEASES WITH THE COURT, IN EACH CASE YOU WILL BE DEEMED TO CONSENT TO THE RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN. Item 4. Authorization. By signing and returning this Ballot, the undersigned certifies to the Debtors and the Bankruptcy Court that: 1. the undersigned is (a) the holder of the Term Loan B Claims (Class 8) being voted, or (b) the authorized signatory for an entity that is a holder of such Term Loan B Claims; 5

20 Case Doc 12-2 Filed 01/22/18 Page 7 of 8 Class 8 Ballot 2. the undersigned has received a copy of the solicitation materials, including the Plan and the Disclosure Statement, and acknowledges that the undersigned s vote as set forth on this Ballot is subject to the terms and conditions set forth therein and herein; 3. the undersigned has cast the same vote with respect to all of its Term Loan B Claims (Class 8) in connection with the Plan; and 4. (a) no other Ballot with respect to the same Term Loan B Claims (Class 8) identified in Item 1 has been cast or (b) if any other Ballot has been cast with respect to such Term Loan B Claims, then any such earlier Ballots are hereby revoked and deemed to be null and void. Name of Holder: Signature: Signatory Name (if other than the holder) and Capacity of Signatory: Title: Address: Address: Telephone Number: Date Completed: No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the Plan. This Ballot shall not constitute or be deemed a proof of claim or interest or an assertion of a claim or interest. PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT PROMPTLY. THIS BALLOT MUST BE COMPLETED, EXECUTED, AND RETURNED BY ONE OF THE FOLLOWING RETURN METHODS SO THAT IT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT PRIOR TO JANUARY 19, 2018, AT 5:00 P.M. PREVAILING EASTERN TIME OR YOUR VOTE WILL NOT BE COUNTED: (I) IN THE ENCLOSED PRE-PAID, PRE-ADDRESSED RETURN ENVELOPE, (II) VIA FIRST CLASS MAIL, OVERNIGHT COURIER, OR HAND DELIVERY TO THE ADDRESS SET FORTH BELOW, OR (III) VIA (ATTACHING A SCANNED PDF OF THE FULLY EXECUTED BALLOT) TO PESHOLDINGS@OMNIMGT.COM AND REFERENCE PES HOLDINGS, LLC IN THE SUBJECT LINE. PLEASE CHOOSE ONLY ONE METHOD TO RETURN YOUR BALLOT. c/o Rust Consulting/Omni Bankruptcy 5955 DeSoto Ave., Suite 100, Woodlands, C.A Telephone: (844) or (818) (international calls), and ask for the Solicitation Group PESholdings@omnimgt.com and reference PES Holdings in the subject line 6

21 Case Doc 12-2 Filed 01/22/18 Page 8 of 8 Class 8 Ballot IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT BY ING PESHOLDINGS@OMNIMGT.COM AND REFERENCING PES HOLDINGS, LLC IN THE SUBJECT LINE, OR BY CALLING (844) OR (818) (INTERNATIONAL CALLS), AND ASK FOR THE SOLICITATION GROUP. 7

22 Case Doc 12-3 Filed 01/22/18 Page 1 of 9 Exhibit C Tabulation Report

23 Case Doc 12-3 Filed 01/22/18 Page 2 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 7 - Term A Lenders Class Summary Voting Outcome: Accepted # Votes: Total Received 11 Total Valid Accepted Rejected Invalid Vote %: % 0.00% Amt: $97,500, $97,500, $0.00 Amt %: % 0.00% Creditor Ballot # Clm Sch Date Received Printed Ballot Amount Tabulated Vote Amount BANK OF AMERICA, N.A. 9 M9 1/19/2018 $9,471, $9,471, Accept Vote Comment BENEFICIAL BANK 6 M6 1/19/2018 $8,357, $8,357, Accept BRANCH BANKING & TRUST COMPANY 1 M1 1/18/2018 $2,785, $2,785, Accept CITIZENS BANK, NA 8 M8 1/19/2018 $11,142, $11,142, Accept CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 10 M10 1/18/2018 $9,471, $9,471, Accept GOLDMAN SACHS LENDING PARTNERS, LLC 7 M7 1/19/2018 $12,257, $12,257, Accept PNC BANK NATIONAL ASSOCIATION 2 M2 1/18/2018 $12,257, $12,257, Accept REPUBLIC FIRST BANK D/B/A REPUBLIC BANK 5 M5 1/18/2018 $2,785, $2,785, Accept THE HUNTINGTON NATIONAL BANK 4 M4 1/19/2018 $11,142, $11,142, Accept WEBSTERBANK 11 M11 1/19/2018 $9,471, $9,471, Accept WILMINGTON SAVINGS FUND SOCIETY, FSB 3 M3 1/18/2018 $8,357, $8,357, Accept Friday, January 19, 2018 Pending - Page 1 of 1 RUST CONSULTING OMNI BANKRUPTCY 5955 DE SOTO AVENUE, SUITE 100 WOODLAND HILLS, CA Visit us on the Web at claimsmanager@omnimgt.com PHONE: (818) FAX: (818)

24 Case Doc 12-3 Filed 01/22/18 Page 3 of 9 Debtor: Philadelphia Energy Solutions Refining and Marketing LLC Case No. Pending Claims Ballot Detail Results Class 8 - Term B Lenders Class Summary Voting Outcome: Accepted # Votes: Total Received 121 Total Valid Accepted Rejected Invalid Vote %: % 0.00% Amt: $486,143, $486,143, $0.00 Amt %: % 0.00% Creditor Ballot # Clm Sch Date Received Printed Ballot Amount Tabulated Vote Amount AMMC CLO 21, LIMITED 27 M27 1/19/2018 $2,144, $2,144, Accept Vote Comment AMMC CLO XI, LIMITED 28 M28 1/19/2018 $2,069, $2,069, Accept AMMC CLO XII, LIMITED 29 M29 1/19/2018 $2,622, $2,622, Accept AMMC CLO XIII, LIMITED 30 M30 1/19/2018 $1,914, $1,914, Accept AMMC CLO XIV, LIMITED 31 M31 1/19/2018 $962, $962, Accept ATRIUM IX 32 M32 1/18/2018 $5,556, $5,556, Accept ATRIUM X 33 M33 1/18/2018 $5,000, $5,000, Accept BENTHAM WHOLESALE SYNDICATED LOAN FUND 34 M34 1/18/2018 $11,519, $11,519, Accept BOWERY FUNDING ULC 35 M35 1/18/2018 $974, $974, Accept CREDIT SUISSE ASSET MANAGEMENT, LLC - SENIOR SECURED FLOATING RATE LOAN FUND CREDIT SUISSE ASSET MGMT LLC-CREDIT SUISSE OPPOR FDS-CREDIT SUISSE STRTGC INC FD CREDIT SUISSE FLOATING RATE HIGH INCOME FUND CREDIT SUISSE NOVA (LUX) GLOBAL SENIOR LOAN FUND 36 M36 1/18/2018 $944, $944, Accept 37 M37 1/18/2018 $962, $962, Accept 38 M38 1/18/2018 $16,856, $16,856, Accept 39 M39 1/18/2018 $22,890, $22,890, Accept Friday, January 19, 2018 Pending - Page 1 of 7 RUST CONSULTING OMNI BANKRUPTCY 5955 DE SOTO AVENUE, SUITE 100 WOODLAND HILLS, CA Visit us on the Web at claimsmanager@omnimgt.com PHONE: (818) FAX: (818)