PBF Energy 2015 Annual Report Download - page 96

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The PBFX Term Loan was used to fund distributions to PBF LLC and is guaranteed by a guaranty of
collection from PBF LLC and secured at all times by cash, U.S. Treasury or other investment grade securities in
an amount equal to or greater than the outstanding principal amount of the term loan.
Obligations under the PBFX Revolving Credit Facility are guaranteed by its restricted subsidiaries, and are
secured by a first priority lien on PBFX’s assets (including PBFX’s equity interests in Delaware City Terminaling
Company LLC) and those of PBFX’s restricted subsidiaries (other than excluded assets and a guaranty of collection
from PBF LLC). The PBFX Revolving Credit Facility contains affirmative and negative covenants customary for
revolving credit facilities of this nature that, among other things, limit or restrict PBFX’s ability and the ability of
its restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments,
amend material contracts, engage in certain business activities, engage in mergers, consolidations and other
organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements or enter
into transactions with affiliates on terms that are not arm’s length. The PBFX Term Loan contains affirmative and
negative covenants customary for term loans of this nature that, among other things, limit PBFX’s use of the
proceeds and restrict PBFX’s ability to incur liens and enter into burdensome agreements. Additionally, PBFX is
required to maintain certain financial ratios. PBFX is in compliance with the covenants under the PBFX Revolving
Credit Facility and the PBFX Term Loan as of December 31, 2015.
As of December 31, 2015, the PBFX had $24.5 million of secured indebtedness and $2.0 million of letters
of credit outstanding under the PBFX Revolving Credit Facility and $234.2 million outstanding under the PBFX
Term Loan.
On May 12, 2015, PBFX entered into an indenture among PBF Logistics, PBF Logistics Finance, the
Guarantors named therein (certain subsidiaries of PBFX) and Deutsche Bank Trust Company Americas, as Trustee,
under which the Issuers issued $350.0 million in aggregate principal amount of the PBFX Senior Notes. PBF LLC
has provided a limited guarantee of collection of the principal amount of the PBFX Senior Notes, but is not otherwise
subject to the covenants of the indenture. Of the $350.0 million aggregate principal amount of PBFX Senior Notes,
$19.9 million were purchased by certain of PBF Energy’s officers and directors and their affiliates and family
members pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received
net proceeds of approximately $343.0 million from the PBFX Senior Notes offering.
The PBFX indenture contains customary terms, events of default and covenants for an issuer of non-
investment grade debt securities. These covenants include limitations on the Partnership’s and its restricted
subsidiaries’ ability to, among other things: (i) make investments, (ii) incur additional indebtedness or issue
preferred units, (iii) pay dividends or make distributions on units or redeem or repurchase PBFX subordinated
debt, (iv) create liens, (v) incur dividend or other payment restrictions affecting subsidiaries, (vi) sell assets, (vii)
merge or consolidate with other entities and (viii) enter into transactions with affiliates. These covenants are subject
to a number of important limitations and exceptions. As of December 31, 2015, PBFX is in compliance with these
covenants.
PBFX has optional redemption rights to repurchase all or a portion of the PBFX Senior Notes at varying
prices no less than 100% of the principal amount of the PBFX Senior Notes, plus accrued and unpaid interest. The
holders of the PBFX Senior Notes have repurchase options exercisable only upon a change in control, certain asset
dispositions, or in an event of default as defined in the indenture.
Rail Facility Revolving Credit Facility
Effective March 25, 2014, PBF Rail, an indirect wholly-owned subsidiary of PBF Holding, entered into a
$250.0 million secured revolving credit agreement. The primary purpose of the Rail Facility is to fund the acquisition
by PBF Rail of Eligible Railcars. On April 29, 2015, the Rail Facility was amended to, among other things, extend
the maturity to April 29, 2017, reduce the total commitment from $250.0 million to $150.0 million, and reduce the
commitment fee on the unused portion of the Rail Facility.