UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 1, 2017
PBF LOGISTICS LP
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-36446 | 35-2470286 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As a result of the payment on May 31, 2017 by PBF Logistics LP (the “Partnership”) of the Partnership’s distribution for the first quarter of 2017, the financial tests required for conversion of all of the Partnership’s outstanding subordinated units into common units have been satisfied.
As a result, all of the Partnership’s subordinated units, which are owned by PBF Energy Company LLC (a subsidiary of PBF Energy Inc.), have converted on a one-for-one basis into common units effective June 1, 2017. The conversion of the subordinated units does not impact the amount of cash distributions paid by the Partnership or the total number of its outstanding units. The subordinated units were issued by the Partnership in connection with its initial public offering in May 2014.
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.
Dated: June 1, 2017
PBF Logistics LP | |||
By: | PBF Logistics GP LLC, its general partner | ||
By: | /s/ Trecia Canty | ||
Name: | Trecia Canty | ||
Title: | Authorized Officer | ||