PBF Energy Inc Announces $500 Million in 0% Exchangeable Notes Due 2032
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PARSIPPANY-TROY HILLS, N.J., Sept. 14, 2026 /CourierPR/ -- PBF Energy Inc., one of the largest independent refiners in North America, has announced the successful pricing of $500 million in 0% exchangeable notes due in 2032. The notes, co-issued by PBF Holding Company LLC and its wholly owned subsidiary, PBF Finance Corporation, are part of a private offering exempt from registration under the Securities Act of 1933.
The offering is expected to close on September 17, 2026, subject to customary closing conditions. PBF Holding has also granted the initial purchasers of the notes an option to purchase an additional $50 million in aggregate principal amount of notes within 13 days of the issuance date.
The notes are senior, unsecured obligations of the issuers and will mature on January 15, 2032, unless earlier repurchased, exchanged, or redeemed. Noteholders will have the right to exchange their notes in certain circumstances and during specified periods. Exchanges will be settled in cash up to the aggregate principal amount of the notes being exchanged, and the remainder, if any, will be settled in cash, Class A common stock, or a combination thereof, at the issuers' election.
The initial exchange rate is set at 10.3306 shares of PBF Energy Inc. common stock per $1,000 principal amount of notes, representing an initial exchange price of approximately $96.80 per share. This price is a 37.5% premium over the last reported sale price of PBF Energy's common stock on September 14, 2026, which was $70.40 per share.
The notes will be redeemable, in whole or in part, for cash at the issuers' option from January 20, 2030, to the 31st scheduled trading day immediately preceding the maturity date, provided certain conditions are met. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
If a "fundamental change" occurs, noteholders may require the issuers to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date.
PBF Energy Inc. estimates that the net proceeds from the offering will be approximately $485 million, after deducting the initial purchasers' discounts and commissions and the issuers' estimated offering expenses. The net proceeds will be used to pay the cost of the capped call transactions and to fund the repayment or redemption, as applicable, of all of its outstanding 7.875% Senior Unsecured Notes due 2030. If the initial purchasers exercise their option to purchase additional notes, the issuers expect to use a portion of the proceeds to enter into additional capped call transactions and for general corporate purposes.
The offer and sale of the notes and any shares of PBF Energy Inc. common stock deliverable upon exchange of the notes have not been registered under the Securities Act or any other securities laws. The notes and the related guarantees will only be offered and sold to persons who are reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
PBF Energy Inc. operates oil refineries and related facilities in California, Delaware, Louisiana, New Jersey, and Ohio. The company's mission is to operate its facilities in a safe, reliable, and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where it does business, and provide superior returns to its investors.