PBF LOGISTICS LP (NYSE:PBFX) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
Unregistered Sale of Equity Securities.
On February 28, 2019, PBF Logistics LP (the “Partnership”), PBF Energy Company LLC (“PBF LLC”) and PBF Logistics GP LLC (“PBF GP”), the general partner of the Partnership and a wholly-owned subsidiary of PBF LLC, closed the IDR Restructuring (as defined below) that was announced on February 14, 2019.
to the Equity Restructuring Agreement, entered into on February 13, 2019, among the Partnership, PBF LLC and PBF GP, PBF GP executed the Third Amended and Restated Agreement of Limited Partnership of the Partnership to reflect the conversion of the Partnership’s incentive distribution rights (“IDRs”) held by PBF LLC to 10,000,000 newly issued Partnership common units (the “IDR Restructuring”) as of the closing of the IDR Restructuring.
The private placement of the Partnership common units issued to PBF LLC was made in reliance upon exemption from registration requirements of the Securities Act of 1933, as amended, to Section 4(a)(2).
On February 28, 2019, the Partnership and PBF LLC issued a press release announcing the closing of the IDR Restructuring. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit99.1 and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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Equity Restructuring Agreement, dated February 13, 2019, by and among PBF Energy Company LLC, PBF Logistics GP LLC, and PBF Logistics LP (incorporated by reference herein to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-36446) filed on February 14, 2019).* |
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Third Amended and Restated Agreement of Limited Partnership of PBF Logistics LP (incorporated by reference herein to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36446) filed on February 14, 2019). |
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Press Release, dated February 28, 2019. |
* Schedules and Exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Partnership agrees to furnish supplementally a copy of the omitted Exhibits and Schedules to the SEC upon request.
PBF Logistics LP Exhibit
EX-99.1 2 exhibit991-idrrestructurin.htm EXHIBIT 99.1 Exhibit PBF Energy and PBF Logistics Close Previously Announced IDR Simplification PARSIPPANY,…
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About PBF LOGISTICS LP (NYSE:PBFX)
PBF Logistics LP is engaged in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates. The Company operates through two segments: Transportation and Terminaling segment, and storage segment. The Company focuses on owning or leasing, operating, developing and acquiring crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. It receives, handles and transfers crude oil from sources located across the United States and Canada, and stores crude oil, refined products and intermediates for PBF Energy Inc. (PBF Energy) in support of its three refineries located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. Its assets consist of the DCR Rail Terminal, the Toledo Truck Terminal, the DCR West Rack, the Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack (collectively referred to as the Contributed Assets).