PBF Energy 2012 Annual Report Download - page 59

Facility, and MSCG purchased the refinery’s crude oil inventory on our behalf. Additionally, included in the
terms of the sale is a five-year participation payment of up to $125.0 million payable to Sunoco based upon post-
acquisition earnings of the refinery, of which $103.0 million was paid in 2012. We currently anticipate paying
the balance of the participation payment in April 2013.
The acquisition was accounted for using the acquisition method of accounting with the preliminary purchase
price allocated to the assets acquired and liabilities assumed based on their estimated fair values. The results of
operations of the Toledo refinery have been included in our consolidated financial statements as of March 1, 2011.
Toledo has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. Toledo processes a
slate of light, sweet crudes from Canada, the Midcontinent, the Bakken region and the U.S. Gulf Coast. The
Toledo refinery is located on a 282-acre site near Toledo, Ohio, approximately 60 miles from Detroit.
Amended and Restated ABL Revolving Credit Facility
On May 31, 2011, we amended the terms of our ABL Revolving Credit Facility to increase its size to
$500.0 million and included certain inventory and accounts receivable of the Toledo refinery in the borrowing
base. In addition, the interest rate was changed to the Adjusted LIBOR Rate plus 2.00% to 2.50%, depending on
the excess availability, as defined, and the maturity date was extended to May 31, 2016. On an ongoing basis, the
ABL Revolving Credit Facility is available to be used for working capital and other general corporate purposes.
In March, August, and September 2012, we amended the ABL Revolving Credit Facility again to increase the
aggregate size from $500.0 million to $750.0 million, $950.0 million, and $965.0 million, respectively. In
addition, the ABL Revolving Credit Facility was amended and restated on October 26, 2012 to increase the
maximum availability to $1.375 billion, extend the maturity date to October 26, 2017 and amend the borrowing
base to include non-U.S. inventory, and was further amended on December 28, 2012 to increase the maximum
availability to $1.575 billion. The amended and restated ABL Revolving Credit facility includes an accordion
feature which allows for commitments of up to $1.8 billion.
Letter of Credit Facility
On January 25, 2011, we entered into a short-term letter of credit facility, which was subsequently amended
on April 26, 2011 and April 24, 2012, under which we could obtain letters of credit up to $750.0 million
composed of a committed maximum amount of $500.0 million and an uncommitted maximum amount of
$250.0 million to support certain of our crude oil purchases. As a result of the increased size of the amended and
restated ABL Revolving Credit Facility, we terminated the letter of credit facility in December 2012.
Senior Secured Notes Offering
On February 9, 2012, PBF Holding and PBF Finance Corporation issued $675.5 million aggregate principal
amount of 8.25% Senior Secured Notes, due 2020 (which we refer to as the “senior secured notes offering”). The
net proceeds from the offering of approximately $665.8 million were used to repay our Paulsboro Promissory
Note in the amount of $160.0 million, our Term Loan in the amount of $123.8 million, our Toledo Promissory
Note in the amount of $181.7 million, and to reduce indebtedness under the ABL Revolving Credit Facility.
PBF Energy Inc. Initial Public Offering
On December 12, 2012, PBF Energy completed an initial public offering of 23,567,686 shares of its Class A
common stock at a public offering price of $26.00 per share. The initial public offering subsequently closed on
December 18, 2012. PBF Energy used the net proceeds of the offering to acquire approximately 24.4% of the
membership interests in PBF LLC. As a result of the initial public offering and related reorganization
transactions, PBF Energy became the sole managing member of PBF LLC with a controlling voting interest in
PBF LLC and its subsidiaries. Effective with completion of the initial public offering, PBF Energy consolidates
the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its consolidated
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