S-4/A
As filed with the Securities and Exchange Commission on
October 16, 2017
Registration No. 333-220406
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
FORM S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PBF HOLDING
COMPANY LLC
PBF FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware |
|
2911 |
|
27-2198168 |
Delaware |
|
2911 |
|
45-2685067 |
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Telephone: (973) 455-7500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Trecia M. Canty
Senior
Vice President, General Counsel and Secretary
PBF Holding Company LLC
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Telephone: (973) 455-7500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
|
Todd E. Lenson, Esq. |
Jordan M. Rosenbaum, Esq. |
Stroock & Stroock & Lavan LLP |
180 Maiden Lane |
New York, New York 10038 |
Telephone: (212) 806-5400 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of
this Registration Statement.
If the securities being registered on this Form are being offered in connection with the formation of a
holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
Non-accelerated filer |
|
☑ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
☐ |
|
|
|
|
Emerging growth company |
|
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Each Class of Securities to be Registered |
|
Amount to be Registered |
|
Proposed Maximum
Offering Price per Unit |
|
Proposed Maximum
Aggregate Offering
Price |
|
Amount of
Registration Fee(1) |
7.25% Senior Notes due 2025 |
|
$725,000,000 |
|
100% |
|
$725,000,000 |
|
$84,028(4) |
Guarantees of the 7.25% Senior Notes due 2025(2) |
|
$725,000,000 |
|
N/A |
|
N/A |
|
(3) |
|
|
(1) |
|
Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the Securities Act). |
(2) |
|
The entities listed on the Table of Additional Registrant Subsidiary Guarantors on the following page have guaranteed the notes being registered hereby. |
(3) |
|
Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for the guarantees. |
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF
ADDITIONAL REGISTRANT SUBSIDIARY GUARANTORS
|
|
|
|
|
|
|
|
|
Exact Name of Registrant Guarantor(1) |
|
State or Other Jurisdiction of Incorporation or Formation |
|
|
IRS Employer Identification Number |
|
Chalmette Refining, L.L.C. |
|
|
Delaware |
|
|
|
75-2717190 |
|
Delaware City Refining Company LLC |
|
|
Delaware |
|
|
|
27-2198373 |
|
Paulsboro Refining Company LLC |
|
|
Delaware |
|
|
|
74-2881064 |
|
PBF Energy Western Region LLC |
|
|
Delaware |
|
|
|
35-2545521 |
|
PBF Investments LLC |
|
|
Delaware |
|
|
|
26-2050373 |
|
PBF Power Marketing LLC |
|
|
Delaware |
|
|
|
27-2198489 |
|
PBF Services Company LLC |
|
|
Delaware |
|
|
|
30-0644379 |
|
Toledo Refining Company LLC |
|
|
Delaware |
|
|
|
27-4158209 |
|
Torrance Refining Company LLC |
|
|
Delaware |
|
|
|
37-1795646 |
|
Torrance Logistics Company LLC |
|
|
Delaware |
|
|
|
38-3983432 |
|
(1) |
|
The address for each Registrant Guarantor is One Sylvan Way, Second Floor, Parsippany, New Jersey 07054 and the telephone number for each registrant is (973) 455-7500. |
EXPLANATORY NOTE
This Amendment is being filed solely for the purpose of amending the Exhibit Index that is Item 21(a) of the Registration Statement (File No.
333-220406). No change is made to the prospectus constituting Part I of the Registration Statement or Items 20, 21(b) or 22 of Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as exhibits to this Registration Statement.
|
|
|
Number |
|
Description |
|
|
2.1 |
|
Sale and Purchase Agreement by and between PBF Holding Company LLC and ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific
Pipeline Company as of September 29, 2015 (Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated October 1, 2015 (File No. 001-35764)) |
|
|
2.2 |
|
Sale and Purchase Agreement by and between PBF Holding Company LLC, ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV
Chalmette, L.L.C. as of June 17, 2015 (Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated June 17, 2015 (File No. 001-35764)) |
|
|
2.3 |
|
Contribution Agreement dated as of August 31, 2016 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by reference
to Exhibit 2.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
2.4 |
|
Contribution Agreement dated as of February 15, 2017 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by
reference to Exhibit 2.1 of PBF Energy Inc.s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017) |
|
|
3.1 |
|
Certificate of Formation of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.1 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.2 |
|
Limited Liability Company Agreement of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.2 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.3 |
|
Certificate of Incorporation of PBF Finance Corporation (Incorporated by reference to Exhibit 3.3 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.4 |
|
Bylaws of PBF Finance Corporation (Incorporated by reference to Exhibit 3.4 filed with PBF Holding Company LLCs Registration Statement on
Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.5 |
|
Certificate of Formation of PBF Services Company LLC (Incorporated by reference to Exhibit 3.5 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.6 |
|
Amended and Restated Limited Liability Company Agreement of PBF Services Company LLC (Incorporated by reference to Exhibit 3.6 filed with PBF
Holding Company LLCs Registration Statement on Form S-4 filed on November 16, 2016 (Registration No. 333-186007)) |
|
|
3.7 |
|
Certificate of Formation of PBF Power Marketing LLC (Incorporated by reference to Exhibit 3.7 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.8 |
|
Limited Liability Company Agreement of PBF Power Marketing LLC (Incorporated by reference to Exhibit 3.8 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
II-1
|
|
|
Number |
|
Description |
|
|
3.9 |
|
Certificate of Formation of Paulsboro Refining Company LLC; Certificate of Conversion into Paulsboro Refining Company LLC (Incorporated by reference
to Exhibit 3.11 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.10 |
|
Second Amended and Restated Limited Liability Company Agreement of Paulsboro Refining Company LLC (Incorporated by reference to Exhibit 3.12
filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.11 |
|
Certificate of Formation of Toledo Refining Company LLC (Incorporated by reference to Exhibit 3.13 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.12 |
|
Limited Liability Company Agreement of Toledo Refining Company LLC (Incorporated by reference to Exhibit 3.14 filed with PBF Holding Company
LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.13 |
|
Certificate of Formation of Delaware City Refining Company LLC (Incorporated by reference to Exhibit 3.15 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.14 |
|
Limited Liability Company Agreement of Delaware City Refining Company LLC (Incorporated by reference to Exhibit 3.16 filed with PBF Holding Company
LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.15 |
|
Certificate of Formation of Chalmette Refining, L.L.C. (Incorporated by reference to Exhibit 3.17 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.16* |
|
Third Amended and Restated Limited Liability Company Agreement of Chalmette Refining, L.L.C. |
|
|
3.17 |
|
Certificate of Formation of PBLR Investments LLC; Certificate of Amendment to Certificate of Formation of PBLR Investments LLC; Certificate of
Amendment to Certificate of Formation of PBLR Investments LLC, changing the name to PBF Investments LLC (Incorporated by reference to Exhibit 3.19 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14,
2013 (Registration No. 333-186007)) |
|
|
3.18 |
|
Second Amended and Restated Limited Liability Company Agreement of PBF Investments LLC (Incorporated by reference to Exhibit 3.20 filed with
PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.19 |
|
Certificate of Formation of PBF Energy Western Region LLC (Incorporated by reference to Exhibit
3.21 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.20* |
|
Amended and Restated Limited Liability Company Agreement of PBF Energy Western Region LLC |
|
|
3.21 |
|
Certificate of Formation of Torrance Refining Company LLC (Incorporated by reference to Exhibit
3.23 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.22* |
|
Amended and Restated Limited Liability Company Agreement of Torrance Refining Company LLC |
|
|
3.23 |
|
Certificate of Formation of Torrance Logistics Company LLC (Incorporated by reference to Exhibit
3.25 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.24* |
|
Amended and Restated Limited Liability Company Agreement of Torrance Logistics Company LLC
|
II-2
|
|
|
Number |
|
Description |
|
|
4.1 |
|
Indenture dated as of November 24, 2015, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature
pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent and Form of 7.00% Senior Secured Note (included
as Exhibit A) (Incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated November 30, 2015 (File No. 001-35764)) |
|
|
4.2 |
|
First Supplemental Indenture, dated as of July 29, 2016, among PBF Western Region LLC, Torrance Refining Company LLC, Torrance Logistics
Company LLC, Wilmington Trust, National Association and Deutsche Bank Trust Company Americas (Incorporated by reference to Exhibit 4.2 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
4.8 |
|
Indenture dated as of May 30, 2017, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto,
Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and Form of Note included as Exhibit A (Incorporated by reference to Exhibit 4.1 of PBF
Energy Inc.s Current Report on Form 8-K (File No. 001-35764) filed on May 30, 2017) |
|
|
4.9 |
|
Registration Rights Agreement dated May 30, 2017, among PBF Holding Company LLC and PBF Finance Corporation, the Guarantors named therein and
Citi Global Markets Inc., as Representative of the several Initial Purchasers (Incorporated by reference to Exhibit 4.3 of PBF Energy Inc.s Current Report on Form 8-K (File No. 001-35764) filed on May 30, 2017) |
|
|
5.1* |
|
Opinion of Stroock & Stroock & Lavan LLP |
|
|
8.1* |
|
Opinion of Stroock & Stroock & Lavan LLP |
|
|
10.1 |
|
Consulting Agreement between PBF Investments LLC and Thomas D. OMalley effective July
1, 2016 (Incorporated by reference to Exhibit 10.1 to PBF Energy Inc.s Current Report on Form 8-K dated May 27, 2016 (File No. 001-35764)) |
|
|
10.2 |
|
Contribution Agreement dated as of May 5, 2015 by and between PBF Energy Company LLC and PBF
Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated May 5, 2015 (File No. 001-35764)) |
|
|
10.3 |
|
Fourth Amended and Restated Omnibus Agreement dated as of August 31, 2016 among PBF Holding Company LLC, PBF Energy Company LLC,
PBF Logistics GP LLC and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.4 |
|
Fifth Amended and Restated Operation and Management Services and Secondment Agreement dated as of February 28, 2017 among PBF Holding Company LLC,
Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, PBF Logistics GP LLC , PBF Logistics LP, Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware
City Logistics Company LLC, Toledo Terminaling Company LLC, PBFX Operating Company LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Chalmette Refining L.L.C. (Incorporated by reference to Exhibit 10.1 of PBF Energy
Inc.s Current Report on Form 8-K (File No. 001-35764) filed on March 3, 2017) |
|
|
10.5 |
|
Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC (Incorporated by
reference to Exhibit 10.3 filed with PBF Energy Inc.s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)) |
II-3
|
|
|
Number |
|
Description |
|
|
10.6 |
|
Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC
(Incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.s Current Report on Form 8-K dated May 18, 2015 (File No. 001-35764)) |
|
|
10.7** |
|
Employment Agreement dated as of September 4, 2014 between PBF Investments LLC and Thomas OConnor (Incorporated by reference
to Exhibit 10.9 filed with PBF Energy Inc.s December 31, 2015 Form 10-K (File No. 001-35764)) |
|
|
10.8 |
|
Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC and
Paulsboro Refining Company LLC (Incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.s June 30, 2015 Form 10-Q (File No. 001-35764)) |
|
|
10.9 |
|
Amendment to the Intermediation Agreement dated as of May 4, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro
Refining Company LLC (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s June 30, 2017 Form 10-Q (File No. 001-35764)) |
|
|
10.10 |
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro
Refining Company LLC (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K/A dated September 18, 2017 (File No. 001-35764)) |
|
|
10.11 |
|
Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC
and Delaware City Refining Company LLC (Incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.s June 30, 2015 Form 10-Q (File No. 001-35764) |
|
|
10.12 |
|
Amendment to the Inventory Intermediation Agreement dated as of May 4, 2017, among J. Aron &
Company, PBF Holding Company LLC and Delaware City Refining Company LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.s June 30, 2017 Form 10-Q (File No.
001-35764)) |
|
|
10.13 |
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware
City Refining Company LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.s Current Report on Form 8-K/A dated September 18, 2017 (File No. 001-35764)) |
|
|
10.14 |
|
Third Amended and Restated Revolving Credit Agreement, dated as of August 15, 2014, among PBF Holding Company LLC, Delaware City
Refining Company LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC and UBS Securities LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.s September 30, 2014 Form 10-Q (File No. 001-35764)) |
|
|
10.15 |
|
Joinder Agreement to the Amended and Restated ABL Security Agreement dated as of July 1, 2016, among Torrance Refining Company LLC
and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.16 |
|
Joinder Agreement to the Amended and Restated ABL Security Agreement dated as of July 1, 2016, among PBF Western Region LLC, Torrance
Logistics Company LLC and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.11 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764))
|
II-4
|
|
|
Number |
|
Description |
|
|
10.17 |
|
Joinder Agreement to the Third Amended and Restated Revolving Credit Agreement dated as of July
1, 2016, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including Torrance Refining Company LLC and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.12 filed with PBF Energy Inc.s
September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.18 |
|
Joinder Agreement to the Third Amended and Restated Revolving Credit Agreement dated as of July
1, 2016, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including PBF Western Region LLC, Torrance Logistics Company LLC and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.13
filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.19 |
|
Contribution, Conveyance and Assumption Agreement dated as of May 14, 2014 by and among PBF Logistics LP, PBF Logistics GP LLC, PBF Energy Inc.,
PBF Energy Company LLC, PBF Holding Company LLC, Delaware City Refining Company LLC, Delaware City Terminaling Company LLC and Toledo Refining Company LLC (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on
Form 8-K dated May 14, 2014 (File No. 001-35764)) |
|
|
10.20 |
|
Delaware City Rail Terminaling Services Agreement, dated as of May 14, 2014 (Incorporated by reference to Exhibit 10.4 filed with PBF Energy
Inc.s Current Report on Form 8-K dated May 14, 2014 (File No. 001-35764)) |
|
|
10.21 |
|
Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June 1, 2014 (Incorporated by reference
to Exhibit 10.10 filed with PBF Energy Inc.s June 30, 2014 Form 10-Q (File No. 001-35764)) |
|
|
10.21.1 |
|
Assignment and Amendment of Amended and Restated Toledo Truck Unloading & Terminaling Agreement dated as of December
12, 2014 by and between PBF Holding Company LLC, PBF Logistics LP and Toledo Terminaling Company LLC (Incorporated by reference to Exhibit 10.4 filed with PBF Logistics LPs Current Report on Form 8-K filed on December 16, 2014 (File
No. 001-36446)) |
|
|
10.22 |
|
Contribution Agreement, dated as of September 16, 2014 among PBF Energy Company LLC and PBF Logistics LP (Incorporated by reference
to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 19, 2014 (File No. 001-35764)) |
|
|
10.23 |
|
Delaware City West Ladder Rack Terminaling Services Agreement, dated as of October 1, 2014 among PBF Holding Company LLC and Delaware
City Terminaling Company LLC (Incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.s Current Report on Form 8-K dated October 2, 2014 (File No. 001-35764)) |
|
|
10.24 |
|
Contribution Agreement, dated as of December 2, 2014 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by
reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated December 5, 2014 (File No. 001-35764)) |
|
|
10.25 |
|
Storage and Terminaling Services Agreement dated as of December 12, 2014 among PBF Holding Company LLC and Toledo Terminaling Company
LLC (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2014 (File No. 001-36446)) |
|
|
10.26** |
|
Amended and Restated Employment Agreement dated as of December 17, 2012, between PBF Investments LLC and Thomas J. Nimbley (Incorporated by reference
to Exhibit 10.8 filed with PBF Energy Inc.s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)) |
|
|
10.27** |
|
Second Amended and Restated Employment Agreement, dated as of December 17, 2012, between PBF Investments LLC and Matthew C. Lucey (Incorporated
by reference to Exhibit 10.9 filed with PBF Energy Inc.s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)) |
II-5
|
|
|
Number |
|
Description |
|
|
10.28** |
|
Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Erik Young. (Incorporated by reference to Exhibit 10.2 filed
with PBF Energy Inc.s March 31, 2014 Form 10-Q (File No. 001-35764)) |
|
|
10.29** |
|
PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Appendix A of PBF Energy Inc.s Proxy Statement
on Schedule 14A dated March 21, 2016 (File No. 001-35764)) |
|
|
10.30** |
|
Form of Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.28
filed with PBF Energy Inc.s Amendment No. 6 to Registration Statement on Form S-1 (Registration No. 333-177933) filed on November 28, 2012) |
|
|
10.31** |
|
Form of Restricted Stock Agreement for Employees, under PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (Incorporated
by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K filed on October 28, 2016 (File No. 001-35764)) |
|
|
10.32** |
|
Form of Restricted Stock Agreement for Employees, under PBF Energy Inc. 2012 Equity Incentive Plan (Incorporated by reference to
Exhibit 10.1 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.33** |
|
PBF Energy Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.s Registration Statement
on Form S-8 (Registration No. 333-218075) filed on May 18, 2017) |
|
|
10.34 |
|
Transportation Services Agreement dated as of August 31, 2016 among PBF Holding Company LLC and Torrance Valley Pipeline Company
LLC (Incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.35 |
|
Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding Company
LLC (Incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.36 |
|
Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding Company
LLC (Incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.37 |
|
Dedicated Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding
Company LLC (Incorporated by reference to Exhibit 10.6 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.38 |
|
Throughput Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding
Company LLC (Incorporated by reference to Exhibit 10.7 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
12.1* |
|
Calculation of Ratios of Earnings to Fixed Charges |
|
|
21.1* |
|
Subsidiaries of PBF Holding Company LLC |
|
|
23.1* |
|
Consent of Deloitte & Touche LLP |
|
|
23.2* |
|
Consent of PricewaterhouseCoopers LLP |
|
|
23.3* |
|
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1) |
|
|
23.4* |
|
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1) |
|
|
24.1* |
|
Power of Attorney (included on signature page) |
|
|
25.1* |
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association with respect to the Indenture
governing the 7.25% Senior Secured Notes due 2025 |
II-6
|
** |
|
Indicates management compensatory plan or arrangement. |
|
|
Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the SEC. |
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
PBF HOLDING COMPANY LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement
has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
PBF FINANCE CORPORATION |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
PBF SERVICES COMPANY LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel
and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement
has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
PBF POWER MARKETING LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel
and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
PAULSBORO REFINING COMPANY LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel
and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
TOLEDO REFINING COMPANY LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel
and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
DELAWARE CITY REFINING COMPANY LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel
and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
CHALMETTE REFINING, L.L.C. |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel
and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
PBF INVESTMENTS LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel
and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
PBF ENERGY WESTERN REGION LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
TORRANCE REFINING COMPANY LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on October 16, 2017.
|
|
|
TORRANCE LOGISTICS COMPANY LLC |
|
|
By: |
|
/s/ Trecia M. Canty |
|
|
|
Name: |
|
Trecia M. Canty |
Title: |
|
Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933 this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
* Thomas J.
Nimbley |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 16, 2017 |
|
|
|
* Erik
Young |
|
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
|
October 16, 2017 |
|
|
|
* John
Barone |
|
Chief Accounting Officer (Principal Accounting Officer) |
|
October 16, 2017 |
|
|
|
* Matthew C.
Lucey |
|
Director |
|
October 16, 2017 |
|
|
|
/s/ Trecia M. Canty
Trecia M. Canty |
|
Director |
|
October 16, 2017 |
|
|
|
|
|
|
|
*By: |
|
/s/ Trecia M. Canty |
|
Attorney in-fact for the persons indicated |
|
|
|
|
Trecia M. Canty |
|
|
|
II-19
EXHIBIT INDEX
|
|
|
Number |
|
Description |
|
|
2.1 |
|
Sale and Purchase Agreement by and between PBF Holding Company LLC and ExxonMobil Oil Corporation and its subsidiary, Mobil Pacific
Pipeline Company as of September 29, 2015 (Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated October 1, 2015 (File No. 001-35764)) |
|
|
2.2 |
|
Sale and Purchase Agreement by and between PBF Holding Company LLC, ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV
Chalmette, L.L.C. as of June 17, 2015 (Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated June 17, 2015 (File No. 001-35764)) |
|
|
2.3 |
|
Contribution Agreement dated as of August 31, 2016 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by reference
to Exhibit 2.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
2.4 |
|
Contribution Agreement dated as of February 15, 2017 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by
reference to Exhibit 2.1 of PBF Energy Inc.s Current Report on Form 8-K (File No. 001-35764) filed on February 22, 2017) |
|
|
3.1 |
|
Certificate of Formation of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.1 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.2 |
|
Limited Liability Company Agreement of PBF Holding Company LLC (Incorporated by reference to Exhibit 3.2 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.3 |
|
Certificate of Incorporation of PBF Finance Corporation (Incorporated by reference to Exhibit 3.3 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.4 |
|
Bylaws of PBF Finance Corporation (Incorporated by reference to Exhibit 3.4 filed with PBF Holding Company LLCs Registration Statement on
Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.5 |
|
Certificate of Formation of PBF Services Company LLC (Incorporated by reference to Exhibit 3.5 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.6 |
|
Amended and Restated Limited Liability Company Agreement of PBF Services Company LLC (Incorporated by reference to Exhibit 3.6 filed with PBF
Holding Company LLCs Registration Statement on Form S-4 filed on November 16, 2016 (Registration No. 333-186007)) |
|
|
3.7 |
|
Certificate of Formation of PBF Power Marketing LLC (Incorporated by reference to Exhibit 3.7 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.8 |
|
Limited Liability Company Agreement of PBF Power Marketing LLC (Incorporated by reference to Exhibit 3.8 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.9 |
|
Certificate of Formation of Paulsboro Refining Company LLC; Certificate of Conversion into Paulsboro Refining Company LLC (Incorporated by reference
to Exhibit 3.11 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
|
Number |
|
Description |
3.10 |
|
Second Amended and Restated Limited Liability Company Agreement of Paulsboro Refining Company LLC (Incorporated by reference to Exhibit 3.12
filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.11 |
|
Certificate of Formation of Toledo Refining Company LLC (Incorporated by reference to Exhibit 3.13 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.12 |
|
Limited Liability Company Agreement of Toledo Refining Company LLC (Incorporated by reference to Exhibit 3.14 filed with PBF Holding Company
LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.13 |
|
Certificate of Formation of Delaware City Refining Company LLC (Incorporated by reference to Exhibit 3.15 filed with PBF Holding Company LLCs
Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.14 |
|
Limited Liability Company Agreement of Delaware City Refining Company LLC (Incorporated by reference to Exhibit 3.16 filed with PBF Holding Company
LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.15 |
|
Certificate of Formation of Chalmette Refining, L.L.C. (Incorporated by reference to Exhibit 3.17 filed with PBF Holding Company LLCs Registration
Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.16* |
|
Third Amended and Restated Limited Liability Company Agreement of Chalmette Refining, L.L.C. |
|
|
3.17 |
|
Certificate of Formation of PBLR Investments LLC; Certificate of Amendment to Certificate of Formation of PBLR Investments LLC; Certificate of
Amendment to Certificate of Formation of PBLR Investments LLC, changing the name to PBF Investments LLC (Incorporated by reference to Exhibit 3.19 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14,
2013 (Registration No. 333-186007)) |
|
|
3.18 |
|
Second Amended and Restated Limited Liability Company Agreement of PBF Investments LLC (Incorporated by reference to Exhibit 3.20 filed with
PBF Holding Company LLCs Registration Statement on Form S-4 filed on January 14, 2013 (Registration No. 333-186007)) |
|
|
3.19 |
|
Certificate of Formation of PBF Energy Western Region LLC (Incorporated by reference to Exhibit
3.21 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.20* |
|
Amended and Restated Limited Liability Company Agreement of PBF Energy Western Region LLC |
|
|
3.21 |
|
Certificate of Formation of Torrance Refining Company LLC (Incorporated by reference to Exhibit
3.23 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.22* |
|
Amended and Restated Limited Liability Company Agreement of Torrance Refining Company LLC |
|
|
3.23 |
|
Certificate of Formation of Torrance Logistics Company LLC (Incorporated by reference to Exhibit
3.25 filed with PBF Holding Company LLCs Registration Statement on Form S-4 filed on November 15, 2016 (Registration No. 333-186007)) |
|
|
3.24* |
|
Amended and Restated Limited Liability Company Agreement of Torrance Logistics Company LLC |
|
|
4.1 |
|
Indenture dated as of November 24, 2015, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature
pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent and Form of 7.00% Senior Secured Note (included
as Exhibit A) (Incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated November 30, 2015 (File No. 001-35764)) |
|
|
|
Number |
|
Description |
4.2 |
|
First Supplemental Indenture, dated as of July 29, 2016, among PBF Western Region LLC, Torrance Refining Company LLC, Torrance Logistics
Company LLC, Wilmington Trust, National Association and Deutsche Bank Trust Company Americas (Incorporated by reference to Exhibit 4.2 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
4.8 |
|
Indenture dated as of May 30, 2017, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto,
Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent and Form of Note included as Exhibit A (Incorporated by reference to Exhibit 4.1 of PBF
Energy Inc.s Current Report on Form 8-K (File No. 001-35764) filed on May 30, 2017) |
|
|
4.9 |
|
Registration Rights Agreement dated May 30, 2017, among PBF Holding Company LLC and PBF Finance Corporation, the Guarantors named therein and
Citi Global Markets Inc., as Representative of the several Initial Purchasers (Incorporated by reference to Exhibit 4.3 of PBF Energy Inc.s Current Report on Form 8-K (File No. 001-35764) filed on May 30, 2017) |
|
|
5.1* |
|
Opinion of Stroock & Stroock & Lavan LLP |
|
|
8.1* |
|
Opinion of Stroock & Stroock & Lavan LLP |
|
|
10.1 |
|
Consulting Agreement between PBF Investments LLC and Thomas D. OMalley effective July
1, 2016 (Incorporated by reference to Exhibit 10.1 to PBF Energy Inc.s Current Report on Form 8-K dated May 27, 2016 (File No. 001-35764)) |
|
|
10.2 |
|
Contribution Agreement dated as of May 5, 2015 by and between PBF Energy Company LLC and PBF
Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated May 5, 2015 (File No. 001-35764)) |
|
|
10.3 |
|
Fourth Amended and Restated Omnibus Agreement dated as of August 31, 2016 among PBF Holding Company LLC, PBF Energy Company LLC,
PBF Logistics GP LLC and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.4 |
|
Fifth Amended and Restated Operation and Management Services and Secondment Agreement dated as of February 28, 2017 among PBF Holding Company LLC,
Delaware City Refining Company LLC, Toledo Refining Company LLC, Torrance Refining Company LLC, Torrance Logistics Company LLC, PBF Logistics GP LLC , PBF Logistics LP, Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware
City Logistics Company LLC, Toledo Terminaling Company LLC, PBFX Operating Company LLC, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Chalmette Refining L.L.C. (Incorporated by reference to Exhibit 10.1 of PBF Energy
Inc.s Current Report on Form 8-K (File No. 001-35764) filed on March 3, 2017) |
|
|
10.5 |
|
Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC (Incorporated by
reference to Exhibit 10.3 filed with PBF Energy Inc.s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764)) |
|
|
10.6 |
|
Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC
(Incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.s Current Report on Form 8-K dated May 18, 2015 (File No. 001-35764)) |
|
|
10.7** |
|
Employment Agreement dated as of September 4, 2014 between PBF Investments LLC and Thomas OConnor (Incorporated by reference
to Exhibit 10.9 filed with PBF Energy Inc.s December 31, 2015 Form 10-K (File No. 001-35764)) |
|
|
|
Number |
|
Description |
10.8 |
|
Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC and
Paulsboro Refining Company LLC (Incorporated by reference to Exhibit 10.9 filed with PBF Energy Inc.s June 30, 2015 Form 10-Q (File No. 001-35764)) |
|
|
10.9 |
|
Amendment to the Intermediation Agreement dated as of May 4, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro
Refining Company LLC (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s June 30, 2017 Form 10-Q (File No. 001-35764)) |
|
|
10.10 |
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Paulsboro
Refining Company LLC (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K/A dated September 18, 2017 (File No. 001-35764)) |
|
|
10.11 |
|
Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC
and Delaware City Refining Company LLC (Incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.s June 30, 2015 Form 10-Q (File No. 001-35764) |
|
|
10.12 |
|
Amendment to the Inventory Intermediation Agreement dated as of May 4, 2017, among J. Aron &
Company, PBF Holding Company LLC and Delaware City Refining Company LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.s June 30, 2017 Form 10-Q (File No.
001-35764)) |
|
|
10.13 |
|
Amendment to the Inventory Intermediation Agreement dated as of September 8, 2017, among J. Aron & Company, PBF Holding Company LLC and Delaware
City Refining Company LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.s Current Report on Form 8-K/A dated September 18, 2017 (File No. 001-35764)) |
|
|
10.14 |
|
Third Amended and Restated Revolving Credit Agreement, dated as of August 15, 2014, among PBF Holding Company LLC, Delaware City
Refining Company LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC and UBS Securities LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.s September 30, 2014 Form 10-Q (File No. 001-35764)) |
|
|
10.15 |
|
Joinder Agreement to the Amended and Restated ABL Security Agreement dated as of July 1, 2016, among Torrance Refining Company LLC
and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.10 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.16 |
|
Joinder Agreement to the Amended and Restated ABL Security Agreement dated as of July 1, 2016, among PBF Western Region LLC, Torrance
Logistics Company LLC and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.11 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.17 |
|
Joinder Agreement to the Third Amended and Restated Revolving Credit Agreement dated as of July
1, 2016, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including Torrance Refining Company LLC and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.12 filed with PBF Energy Inc.s
September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.18 |
|
Joinder Agreement to the Third Amended and Restated Revolving Credit Agreement dated as of July
1, 2016, among PBF Holding Company LLC, the Guarantors named on the signature pages thereto including PBF Western Region LLC, Torrance Logistics Company LLC and UBS AG, Stamford Branch, as Administrative Agent (Incorporated by reference to Exhibit 10.13
filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
10.19 |
|
Contribution, Conveyance and Assumption Agreement dated as of May 14, 2014 by and among PBF Logistics LP, PBF Logistics GP LLC, PBF Energy Inc.,
PBF Energy Company LLC, PBF Holding Company LLC, Delaware City Refining Company LLC, Delaware City Terminaling Company LLC and Toledo Refining Company LLC (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on
Form 8-K dated May 14, 2014 (File No. 001-35764)) |
|
|
|
Number |
|
Description |
10.20 |
|
Delaware City Rail Terminaling Services Agreement, dated as of May 14, 2014 (Incorporated by reference to Exhibit 10.4 filed with PBF Energy
Inc.s Current Report on Form 8-K dated May 14, 2014 (File No. 001-35764)) |
|
|
10.21 |
|
Amended and Restated Toledo Truck Unloading & Terminaling Agreement effective as of June 1, 2014 (Incorporated by reference
to Exhibit 10.10 filed with PBF Energy Inc.s June 30, 2014 Form 10-Q (File No. 001-35764)) |
|
|
10.21.1 |
|
Assignment and Amendment of Amended and Restated Toledo Truck Unloading & Terminaling Agreement dated as of December
12, 2014 by and between PBF Holding Company LLC, PBF Logistics LP and Toledo Terminaling Company LLC (Incorporated by reference to Exhibit 10.4 filed with PBF Logistics LPs Current Report on Form 8-K filed on December 16, 2014 (File
No. 001-36446)) |
|
|
10.22 |
|
Contribution Agreement, dated as of September 16, 2014 among PBF Energy Company LLC and PBF Logistics LP (Incorporated by reference
to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 19, 2014 (File No. 001-35764)) |
|
|
10.23 |
|
Delaware City West Ladder Rack Terminaling Services Agreement, dated as of October 1, 2014 among PBF Holding Company LLC and Delaware
City Terminaling Company LLC (Incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.s Current Report on Form 8-K dated October 2, 2014 (File No. 001-35764)) |
|
|
10.24 |
|
Contribution Agreement, dated as of December 2, 2014 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by
reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K dated December 5, 2014 (File No. 001-35764)) |
|
|
10.25 |
|
Storage and Terminaling Services Agreement dated as of December 12, 2014 among PBF Holding Company LLC and Toledo Terminaling Company
LLC (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2014 (File No. 001-36446)) |
|
|
10.26** |
|
Amended and Restated Employment Agreement dated as of December 17, 2012, between PBF Investments LLC and Thomas J. Nimbley (Incorporated by reference
to Exhibit 10.8 filed with PBF Energy Inc.s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)) |
|
|
10.27** |
|
Second Amended and Restated Employment Agreement, dated as of December 17, 2012, between PBF Investments LLC and Matthew C. Lucey (Incorporated
by reference to Exhibit 10.9 filed with PBF Energy Inc.s Current Report on Form 8-K dated December 18, 2012 (File No. 001-35764)) |
|
|
10.28** |
|
Employment Agreement dated as of April 1, 2014 between PBF Investments LLC and Erik Young. (Incorporated by reference to Exhibit 10.2 filed
with PBF Energy Inc.s March 31, 2014 Form 10-Q (File No. 001-35764)) |
|
|
10.29** |
|
PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Appendix A of PBF Energy Inc.s Proxy Statement
on Schedule 14A dated March 21, 2016 (File No. 001-35764)) |
|
|
10.30** |
|
Form of Non-Qualified Stock Option Agreement under the PBF Energy Inc. 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.28
filed with PBF Energy Inc.s Amendment No. 6 to Registration Statement on Form S-1 (Registration No. 333-177933) filed on November 28, 2012) |
|
|
10.31** |
|
Form of Restricted Stock Agreement for Employees, under PBF Energy Inc. Amended and Restated 2012 Equity Incentive Plan (Incorporated
by reference to Exhibit 10.1 filed with PBF Energy Inc.s Current Report on Form 8-K filed on October 28, 2016 (File No. 001-35764)) |
|
|
10.32** |
|
Form of Restricted Stock Agreement for Employees, under PBF Energy Inc. 2012 Equity Incentive Plan (Incorporated by reference to
Exhibit 10.1 filed with PBF Energy Inc.s September 30, 2016 Form 10-Q (File No. 001-35764)) |
|
|
|
Number |
|
Description |
|
|
10.33** |
|
PBF Energy Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.s Registration Statement
on Form S-8 (Registration No. 333-218075) filed on May 18, 2017) |
|
|
10.34 |
|
Transportation Services Agreement dated as of August 31, 2016 among PBF Holding Company LLC and Torrance Valley Pipeline Company
LLC (Incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.35 |
|
Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding Company
LLC (Incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.36 |
|
Pipeline Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding Company
LLC (Incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.37 |
|
Dedicated Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding
Company LLC (Incorporated by reference to Exhibit 10.6 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
10.38 |
|
Throughput Storage Service Order dated as of August 31, 2016, by and between Torrance Valley Pipeline Company LLC and PBF Holding
Company LLC (Incorporated by reference to Exhibit 10.7 filed with PBF Energy Inc.s Current Report on Form 8-K dated September 7, 2016 (File No. 001-35764)) |
|
|
12.1* |
|
Calculation of Ratios of Earnings to Fixed Charges |
|
|
21.1* |
|
Subsidiaries of PBF Holding Company LLC |
|
|
23.1* |
|
Consent of Deloitte & Touche LLP |
|
|
23.2* |
|
Consent of PricewaterhouseCoopers LLP |
|
|
23.3* |
|
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1) |
|
|
23.4* |
|
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1) |
|
|
24.1* |
|
Power of Attorney (included on signature page) |
|
|
25.1* |
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association with respect to the Indenture
governing the 7.25% Senior Secured Notes due 2025 |
|
|
99.1* |
|
Form of Letter of Transmittal for Holders of Global Notes |
|
|
99.2* |
|
Form of Letter of Transmittal for Holders of Definitive Notes |
|
|
99.3* |
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
|
|
99.4* |
|
Form of Letter to Clients |
|
|
99.5* |
|
Form of Notice of Guaranteed Delivery |
|
|
101.INS* |
|
XBRL Instance Document. |
|
|
101.SCH* |
|
XBRL Taxonomy Extension Schema Document. |
|
|
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
Number |
|
Description |
|
|
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document. |
|
|
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
|
** |
|
Indicates management compensatory plan or arrangement. |
|
|
Confidential treatment has been granted by the SEC as to certain portions, which portions have been omitted and filed separately with the SEC. |
II-7