PBF LOGISTICS LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-11-30: Form 8-K; Period of report 2022-11-30; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 2.01.
- 2022-11-29: Form 8-K; Period of report 2022-11-29; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-10-27: Form 8-K; Period of report 2022-10-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-07-28: Form 8-K; Period of report 2022-07-28; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-11-30 | 8-K | 2022-11-30 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 2.01 On November 30, 2022, the previously announced transactions contemplated by the Merger Agreement, including the Merger, were completed. 3.01 On November 30, 2022, in connection with the completion of the Merger, PBFX notified the New York Stock Exchange (the “NYSE”) of the effectiveness of the Merger, and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 to delist and deregister the PBFX Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend trading of the PBFX Common Units on the NYSE prior to the opening of trading on December 1, 2022. 3.03 At the Effective Time, the PBFX Public Unitholders ceased to have any rights as unitholders of PBFX, other than the right to receive Merger Consideration and any cash in lieu of fractional shares of PBF Energy Common Stock, in each case, to which the holder thereof was entitled upon the surrender of such PBFX Common Units. 5.02 Pursuant to the terms of the Merger Agreement and in accordance with the PBFX LTIP: (i) all unvested Partnership Phantom Units that were outstanding immediately prior to the Effective Time, became automatically fully vested as of immediately prior to the Effective Time, without any action on the part of PBFX or the holder of such Partnership Phantom Units, and (ii) in lieu of the delivery of one PBFX Common Unit for each Partnership Phantom Unit, PBFX paid to the holders of each Partnership Phantom Unit an amount in cash equal to the fair market value of one PBFX Common Unit. 5.07 On November 30, 2022, PBFX held a virtual special meeting of holders of PBFX Common Units (the “PBFX Special Meeting”). 7.01 On November 30, 2022, PBFX and PBF Energy issued a joint press release announcing the completion of the Merger. | brhc10044621_8k.htm |
| 2022-11-29 | 8-K | 2022-11-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 29, 2022, PBF Logistics LP (the “Partnership”) issued a press release announcing the resignation of C. Erik Young, the Senior Vice President, Chief Financial Officer of PBF Logistics GP LLC (the “GP”), the general partner of the Partnership. | brhc10044843_8k.htm |
| 2022-10-27 | 8-K | 2022-10-27 | 2.02 Results of Operations and Financial Condition | 2.02 On October 27, 2022, PBF Logistics LP (the “Partnership”) issued a press release announcing the Partnership’s financial and operating results for the third quarter ended September 30, 2022. | pbf-20221027.htm |
| 2022-07-28 | 8-K | 2022-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2022, PBF Logistics LP (the “Partnership”) issued a press release announcing the Partnership’s financial and operating results for the second quarter ended June 30, 2022. | pbf-20220728.htm |
| 2022-07-28 | 8-K | 2022-07-27 | 1.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 7.01 Regulation FD Disclosure | 1.01 On July 27, 2022 (the “Signing Date”), PBF Energy Inc., a Delaware corporation (“PBF Energy”), PBF Energy Company LLC, a Delaware limited liability company and subsidiary of PBF Energy (“PBF LLC”), PBFX Holdings Inc., a Delaware corporation and wholly owned subsidiary of PBF LLC (“PBFX Holdings”), Riverlands Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of PBF LLC (“Merger Sub”), PBF Logistics LP, a Delaware limited partnership (“PBFX”), and PBF Logistics GP LLC, a Delaware limited liability company and the general partner of PBFX (the “PBFX GP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). 5.01 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On July 28, 2022, PBFX and PBF Energy issued a press release announcing the entry into the Merger Agreement. | d376436d8k.htm |
| 2022-04-28 | 8-K | 2022-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2022, PBF Logistics LP (the “Partnership”) issued a press release announcing the Partnership’s financial and operating results for the first quarter ended March 31, 2022. | pbf-20220428.htm |
| 2022-04-12 | 8-K | 2022-04-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On April 11, 2022, T. Paul Davis, Assistant Secretary of PBF Logistics GP LLC, the general partner of PBF Logistics LP (the “Partnership”), resigned from his position as the Partnership’s Assistant Secretary in connection with the reorganization of PBF Energy Inc.’s businesses. | pbf-20220411.htm |
| 2022-02-10 | 8-K | 2022-02-10 | 2.02 Results of Operations and Financial Condition | 2.02 On February 10, 2022, PBF Logistics LP (the “Partnership”) issued a press release announcing the Partnership’s financial and operating results for the fourth quarter ended December 31, 2021. | pbf-20220210.htm |