NEW YORK (Reuters) – All through 2016 and 2017, a rail terminal built to just accept crude oil for the biggest East Coast refinery typically sat idle, with few trains exhibiting up to unload.

Although little oil flowed, loads of money did.

Underneath a deal Philadelphia Vitality Solutions (PES) signed in 2015, the refiner paid minimum quarterly payments of $30 million to terminal owner North Yard Logistics LP – even if little crude arrived. A lot of that money, in turn, flowed to the traders that own both PES and North Yard, led by the Carlyle Group, a global private fairness firm with $178 billion in property.

The deal in effect assured profitable payouts to Carlyle regardless of whether the refinery benefitted from the arrangement. When oil market situations made the rail shipments unprofitable later that 12 months, the refinery took heavy losses while its buyers continued to collect massive distributions for 2 more years.

The rail contract exemplifies the monetary calls for Carlyle imposed on PES in the years main as much as the refiner’s bankruptcy in January. The Carlyle-led consortium collected no less than $594 million in cash distributions from PES before it collapsed, in response to a Reuters evaluate of bankruptcy filings. Carlyle paid $175 million in 2012 for its two-thirds stake within the refiner.

(For a graphic detailing how PES went bankrupt, see: )

Greater than half the distributions to the Carlyle-led traders were financed by loans in opposition to PES property that the refiner now can’t pay back, the filings present. The remaining got here from the refiner’s working finances and payments PES made below the terminal deal to North Yard, a agency with no workplaces or employees that PES spun off in 2015.

PES has blamed its bankruptcy on environmental rules that require all U.S. refiners to cowl the costs of blending corn-based ethanol into the nation’s gasoline. But the in poor health-fated prepare terminal deal and other giant payouts to buyers performed key roles within the refiner’s collapse, in accordance with filings and 5 present or former PES employees who have been concerned within the refinery’s determination-making. The workers spoke to Reuters on situation of anonymity.

The investor payouts, together with a hunch in refining economics, left PES unable to cover its obligations under the decade-previous U.S. Renewable Gas Commonplace or the loans it took to finance the distributions to Carlyle, the filings present.

PES had $600 million in debt and $43 million in money on hand when it filed bankruptcy last month. It now hopes to restructure and continue operations, which make use of about 1,one hundred folks.

Carlyle Group spokesman Christopher Ullman declined to comment on whether the distributions or the rail-terminal deal contributed to the refiner’s bankruptcy. PES spokeswoman Cherice Corley defended the funds to Carlyle and stated the biofuels laws played a “significant position its collapse.

“We feel our capital structure was acceptable, and any suggestion that it was the cause of our restructuring is totally ignoring the significant effect of the flawed Renewable Fuel Normal (RFS), Corley mentioned.

Other refiners and Pennsylvania officials have additionally blamed biofuels regulation for the South Philadelphia refinery’s failure, triggering renewed debate about this system on Capitol Hill.

Refiners with out the required blending services, corresponding to PES, are required to buy regulatory credit, referred to as RINs, from firms that do such mixing. The cost of compliance for PES rose from $thirteen million in 2012 to $218 million in 2017 as prices elevated for the credit, that are traded in an open market.

The refiner, nevertheless, didn’t pay a big portion of that obligation. Along with its standard debt, PES still owes the U.S. Environmental Safety Company (EPA) regulatory credit value about $350 million, an quantity tied to the fuel it produced over the past two years, according to filings. The firm stopped buying RINs last year – and as a substitute offered them to other refiners for what seemingly amounted to tens of tens of millions of dollars, Reuters reported in November.

The corn and ethanol lobby has pushed back on the argument that biofuels regulation sunk PES, pointing out that different refiners governed by the same legislation are raking of their highest earnings in years. The refinery’s failure had extra to do with the hefty income it paid to Carlyle as its money reserves dwindled and its debt soared, stated Brooke Coleman, head of the Superior Biofuels Council.

“The Carlyle Group seems to be extra like a corporate raider than a savior in this deal, Coleman mentioned.

Carlyle would not lose any of its beneficial properties on the PES funding underneath the refiner’s proposed restructuring plan, which has the assist of almost all creditors, in line with filings. PES additionally asks the bankruptcy courtroom to solely absolve its $350 million obligation to the EPA.

EPA spokeswoman Liz Bowman declined to touch upon the delinquent PES credit score obligations, citing the bankruptcy proceedings.


Carlyle bought its stake in PES as many other East Coast refineries had been closing down due to weak margins. The previous owner, Sunoco – now Energy Switch Partners – contributed the refinery’s assets and grew to become a non-controlling companion.

The $175 million Carlyle paid was its only investment in PES, filings show, and the agency quickly recouped its acquisition costs by means of a loan towards the refinery.

At the path of its investor-controlled board, PES borrowed $550 million in March 2013 and paid $200 million of that to traders, in accordance with bankruptcy filings.

PES then spent $one hundred million constructing the rail terminal that yr and $30 million in 2014 to double its capability. On the time, U.S. oil production was skyrocketing as improved drilling know-how unlocked new reserves in locations equivalent to North Dakota. Carlyle noticed an opportunity to faucet this cheaper supply and wean PES off costly imports.

The plan worked nicely at first, in 2013 and 2014, and PES posted earnings of about $500 million for the 2 years mixed.

In January 2015, PES spun off the terminal, creating North Yard as a separate agency. PES then signed a ten-yr settlement with North Yard to pay $1.95 for every barrel unloaded and agreed to a minimal quarterly quantity of 170,000 bpd, guaranteeing the $30 million quarterly funds to North Yard. For any barrel PES unloaded above the threshold, the refinery paid North Yard 51 cents.

The system was designed to reward PES for fulfillment, but had no contingency plan to protect the refiner in opposition to the failure that would shortly follow the deal. The rail terminal has averaged simply fifty eight,000 bpd since the contract was signed, in response to figures provided to Reuters by energy intelligence service Genscape, because Carlyle and PES might no longer access crude at costs low sufficient to make the rail shipments worthwhile.

That left PES paying thousands and thousands of dollars to Carlyle, by means of North Yard, for oil shipments it by no means received.

Bad Bet ON Low-cost CRUDE

Carlyle’s purchase of PES and the rail terminal funding were bets that U.S. oil would remain cheap relative to imports. A glut of domestic manufacturing had brought on U.S. crude to sell at a deep discount to imported barrels, with the hole averaging about $8.60 between 2012 and 2015.

However by late 2015, an oil value rebound slashed the home low cost to lower than $3 a barrel – not sufficient to cowl the price of a protracted rail journey.

PES nonetheless continued to pay North Yard a total of $298 million between 2015 until August 2017, filings show. The Carlyle-led investor group acquired $151 million, in eight distributions, of the whole paid to North Yard.

In November of that yr, PES took on more debt to finance extra payouts to traders, borrowing a total of $160 million in two loans in opposition to the rail terminal and delivering the proceeds its Carlyle-led backers, filings show.

Corley, the PES spokeswoman stated terminal investment greater than paid for itself during its extra worthwhile period. But for last two years, PES stated in filings, the refinery remained largely minimize off from a budget crude it needed to outlive.

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