PBF Energy 2012 Annual Report Download - page 75

activities for the year ended December 31, 2011 consisted primarily of the acquisition of the Toledo refinery of
$168.2 million, capital expenditures totaling $488.7 million, primarily related to the reconfiguration and re-start
of our Delaware City refinery, expenditures for a turnaround at our Paulsboro refinery of $62.8 million and
expenditures for other assets of $23.3 million slightly offset by $4.7 million in proceeds from the sale of assets.
Net cash used in investing activities was $739.2 million for the year ended December 31, 2011 compared to
net cash used in investing activities of $501.3 million for the year ended December 31, 2010. Net cash used in
investing activities for the year ended December 31, 2010 were comprised of cash paid for the acquisition of
Delaware City for $224.3 million, cash paid for the acquisition of the Paulsboro refinery of $204.9 million, $69.1
million in expenditures primarily for the reconfiguration and re-start of the Delaware City refinery, and $3.0
million for other capital expenditures.
Cash Flows from Financing Activities
Net cash used in financing activities was $357.4 million for the year ended December 31, 2012 compared to
net cash provided by financing activities of $384.6 million for the year ended December 31, 2011. For the 2012
period, net cash used in financing activities consisted primarily of purchases of PBF LLC Series A units from
existing unit holders of $571.2 million, repayments of $484.6 million of long-term debt, net repayments on the
ABL credit facility of $270.0 million, a contingent consideration payment related to the Toledo acquisition of
$103.6 million, cash distributions to PBF LLC’s members of $161.0 million, $26.1 million for deferred financing
costs, and $8.4 million for payments related to initial public offering costs, partially offset by net proceeds from
the senior secured notes offering of $665.8 million, net proceeds from the sale of shares of Class A common
stock in our initial public offering of $579.1 million, proceeds of $9.5 million from the Paulsboro catalyst lease
and proceeds of $13.1 million from the exercise of PBF LLC warrants and options. For the year ended
December 31, 2011, cash provided by financing activities consisted primarily of capital contributions from
members of PBF LLC of $408.4 million, proceeds from the issuance of long-term debt of $488.9 million and
proceeds from catalyst leases of $18.6 million, partially offset by principal repayments of $299.6 million on a
seller note for inventory, repayments of long-term debt of $220.4 million and $11.2 million for deferred
financing and other costs.
Net cash provided by financing activities was $384.6 million for the year ended December 31, 2011
compared to $639.2 million for the year ended December 31, 2010. Net cash provided by financing activities was
$639.2 million for the year ended December 31, 2010. Cash provided by financing activities consisted of capital
contributions from members of PBF LLC of $483.1 million; proceeds from the Delaware Economic
Development Authority Loan in connection with the Delaware City acquisition of $20.0 million; proceeds from
the Delaware City catalyst sale and leaseback of $17.7 million; proceeds from a term loan of $125.0 million; less
the payment of deferred financing fees totaling $6.6 million.
Senior Secured Notes
On February 9, 2012, PBF Holding and its wholly-owned subsidiary, PBF Finance Corp., issued $675.5
million aggregate principal amount of 8.25% Senior Secured Notes due 2020. The net proceeds from the offering
of approximately $665.8 million were used to repay our Paulsboro Promissory Note in the amount of $150.6
million, our Term Loan Facility 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. Our Executive Chairman of
the Board of Directors, and certain of our other executives, purchased $25.5 million aggregate principal amount
of the senior secured notes.
The Senior Secured Notes are secured on a first-priority basis by substantially all of the present and future
assets of PBF Holding and its subsidiaries (other than assets securing the ABL Revolving Credit Facility). As of
December 31, 2012, payment of the Senior Secured Notes is jointly and severally guaranteed by all of PBF
Holding’s subsidiaries. PBF Holding has optional redemption rights to repurchase all or a portion of the Senior
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