PBF will acquire the facility for approximately $200m in cash and will enter into a note with the seller in the amount of $200m.
In addition, the purchase agreement includes a participation payment of up to $125m based on the future profitability of the refinery.
PBF will also purchase the crude oil and refined product inventory attributable to the refinery which will be valued at market prices at closing.
The transaction is subject to regulatory approval and customary closing conditions, and is expected to be completed early in the first quarter of 2011.
The Toledo facility is a high conversion light/sweet refinery with a Nelson complexity rating of 9.2.
Major process units include a fluid catalytic cracking unit, a high pressure hydrocracker, a gasoline hydrotreater, two reformers, an alkylation unit and a UDEX unit.
There are approximately five million barrels of crude oil and product storage at the refinery.
Sunoco is a transportation fuel provider with operations located primarily in the East Coast and Midwest regions of the US.