STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
April 22, 2014
Via EDGAR
Ms. Angie Kim
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: | PBF Logistics LP |
Amendment No. 1 to Registration Statement on Form S-1 |
Filed April 3, 2014 |
File No. 333-195024 |
Dear Ms. Kim:
On behalf of our client, PBF Logistics LP (the “Partnership,” “we,” “us” or “our”), the Partnership is filing via EDGAR Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement (the “Registration Statement”).
Amendment No. 1 is being filed (a) to provide updated disclosure regarding the terms of the Partnership’s material contracts, (b) to respond to comment #10 from the staff of the Division of Corporation Finance (the “Staff”) in its letter to the Partnership dated August 29, 2013 requesting that the Partnership elaborate and describe those covenants that may limit the Partnership’s ability to make cash distributions (see updated disclosure on pages 95-96 of Amendment No. 1), (c) to provide additional disclosure regarding the Partnership’s capital expenditures as requested telephonically by the Staff (see page 71 of Amendment No. 1), and (d) to make certain other updates to the disclosure. In addition, Amendment No. 1 includes Exhibits 3.2, 3.4 (replaced in its entirety from the prior filing), 10.1-10.11 and 23.1-23.7.
Securities and Exchange Commission
Page 2
Please do not hesitate to call the undersigned at (212) 806-5793 with any questions or further comments you may have regarding this filing.
Sincerely, |
/s/ Todd E. Lenson |
Todd E. Lenson |
cc: | H. Roger Schwall (Securities and Exchange Commission) |
Jeffrey Dill, Esq. (PBF Logistics LP)
Michael J. Swidler, Esq. (Vinson & Elkins L.L.P.)
Douglas Horowitz, Esq. (Cahill Gordon & Reindel LLP)