8-K/A Toledo Tank Farm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 11, 2014
PBF LOGISTICS LP
(Exact Name of Registrant as Specified in its Charter)
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Delaware | 001-36446 | 35-2470286 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973) 455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
As reported in a Current Report on Form 8-K filed by PBF Logistics LP (the "Partnership") on December 5, 2014 (the "Original Filing"), the Partnership entered into definitive agreements for the acquisition of a tank farm and related facilities located at the Toledo refinery owned by a subsidiary of PBF Energy Inc., including a propane storage and loading facility (collectively the "Toledo Tank Farm"). The acquisition closed on December 11, 2014. This amendment is being filed to amend Item 9.01 Financial Statements and Exhibits of the Original Filing, to provide certain financial statements of the Toledo Tank Farm and to provide certain unaudited pro forma financial information of the Partnership in connection with this acquisition.
No other modification to the Original Filing is being made by this amendment.
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Item 9.01 | Financial Statements and Exhibits. |
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(a) | Financial Statements of Business Acquired. |
| Audited historical financial statements of the Toledo Tank Farm as of December 31, 2013 and 2012 and for the years then ended, and unaudited historical financial statements as of September 30, 2014, for the nine months ended September 30, 2014 and 2013, together with the related notes to the financial statements, copies of which are filed as Exhibit 99.1 and Exhibit 99.2 hereto and incorporated herein by reference. |
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(b) | Pro Forma Financial Information. |
| Unaudited pro forma consolidated financial statements of the Partnership as of and for the nine months ended September 30, 2014 and for the years ended December 31, 2013 and 2012, copies of which is filed as Exhibit 99.3 hereto and incorporated herein by reference. |
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(d) | Exhibits. |
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Exhibit No. | Description |
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23.1 | Consent of Deloitte & Touche LLP. |
99.1 | Audited financial statements of the Toledo Tank Farm as of December 31, 2013 and 2012 and for the years then ended. |
99.2 | Unaudited financial statements of the Toledo Tank Farm as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013. |
99.3 | Unaudited pro forma consolidated financial statements of the Partnership as of and for the nine months ended September 30, 2014 and for the years ended December 31, 2013 and 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | PBF Logistics LP |
| | By: | PBF Logistics GP LLC, its general partner |
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Date: | January 21, 2015 | | By: | /s/ Erik Young |
| | | | Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) |
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EXHIBIT INDEX
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Exhibit No. | Description |
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23.1 | Consent of Deloitte & Touche LLP. |
99.1 | Audited financial statements of the Toledo Tank Farm as of December 31, 2013 and 2012 and for the years then ended. |
99.2 | Unaudited financial statements of the Toledo Tank Farm as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013. |
99.3 | Unaudited pro forma consolidated financial statements of the Partnership as of and for the nine months ended September 30, 2014 and for the years ended December 31, 2013 and 2012. |