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PBF > SEC Filings for PBF > Form 8-K on 27-Mar-2014All Recent SEC Filings

Show all filings for PBF ENERGY INC.

Form 8-K for PBF ENERGY INC.


27-Mar-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obliga


Item 1.01 Entry into a Material Definitive Agreement
Effective March 26, 2014, PBF Rail Logistics Company LLC (the "Borrower" or "PBF Rail"), an indirect wholly-owned subsidiary of PBF Energy Inc. ("PBF Energy") and PBF Holding Company LLC ("PBF Holding" and together with Energy, the "Company"), entered into a $250 million secured revolving credit agreement (the "Rail Facility") with a consortium of eleven lenders, including Credit Agricole Corporate & Investment Bank ("CA-CIB") as Administrative Agent. The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of approximately 2,000 coiled and insulated crude tank cars and approximately 1,000 non-coiled and non-insulated general purpose crude tank cars, all to be manufactured by Trinity Industries, Inc. (the "Railcars") before December 2015.

Advances under the Rail Facility will be made subject to a Borrowing Base equal to 70% of the lesser of the aggregate Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the Loan Agreement. On the first anniversary of the closing, the advance rate will adjust automatically to 65%.

The Rail Facility matures on March 31, 2016. All outstanding advances must be repaid at that time. At any time prior to maturity the Borrower may repay and re-borrow any advances without premium or penalty.

At the Borrower's election, advances will bear interest at a rate per annum equal to one month Libor plus the Facility Margin for Eurodollar Loans, or the Corporate Base Rate plus the Facility Margin for Base Rate Loans (the Corporate Base Rate is equal to the higher of the prime rate as determined by CA-CIB, the Federal Funds Rate plus 50 basis points, or one month Libor plus 100 basis points), all as defined in the Loan Agreement. In addition, there is a commitment fee on the unused portion. Interest and fees are payable monthly.

The lenders received a perfected, first priority security interest in all of the Borrower's assets, including but not limited to (i) the Railcars, (ii) all railcar marks and other intangibles, (iii) the rights of the Borrower under the Transportation Services Agreement ("TSA") entered into by the Borrower and PBF Holding, (iv) the accounts of the Borrower, and (v) proceeds from the sale or other disposition of the Railcars, including insurance proceeds. In addition, the lenders received a pledge of the membership interest of the Borrower held by PBF Transportation Company LLC, a wholly-owned subsidiary of PBF Holding. The obligations of PBF Holding under the TSA are guaranteed by each of Delaware City Refining Company LLC, Paulsboro Refining Company LLC, and Toledo Refining Company LLC.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The description of the Rail Facility provided above under Item 1.01 is incorporated into this Item 2.03 by reference.


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