PBF Energy 2013 Annual Report Download - page 59

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Acquisition of Toledo Refinery
Through our subsidiary, Toledo Refining, we acquired the Toledo refinery on March 1, 2011, from Sunoco
for approximately $400.0 million, excluding working capital. We paid the purchase price with cash funded from
equity and a $200.0 million seller note (the “Toledo Promissory Note”), which we repaid in February 2012 with
proceeds received through the issuance of the Senior Secured Notes. We also purchased refined and certain
intermediate products in inventory for approximately $299.6 million with the proceeds from a note provided by
Sunoco that we subsequently repaid on May 31, 2011 with proceeds from our ABL Revolving Credit Facility, and
MSCG purchased the refinery’s crude oil inventory on our behalf. Additionally, included in the terms of the sale
was a five-year participation payment of up to $125.0 million payable to Sunoco based upon post-acquisition
earnings of the refinery, of which the maximum aggregate amount of $125.0 million was paid as of 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. The agreement was expanded again in November 2013 to increase
the maximum availability to $1.610 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.