PBF Energy Inc. Announces Private Offering of Exchangeable Notes
PARSIPPANY-TROY HILLS, N.J. – Sept. 14, 2026 – PBF Energy Inc. (NYSE: PBF) has announced its intention to offer $500 million in exchangeable notes due January 15, 2032, through its subsidiary, PBF Holding Company LLC. This offering is exempt from registration under the Securities Act of 1933.
Key Details:
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Offering Size: $500 million, with an option for initial purchasers to buy an additional $50 million.
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Notes Structure:
- Senior, unsecured obligations.
- Interest payments will be made semiannually.
- Guaranteed by certain subsidiaries of PBF Holding, but not by PBF Energy Inc.
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Maturity: Notes mature on January 15, 2032, unless repurchased or exchanged earlier.
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Redemption Terms:
- No redemption before January 20, 2030, except in specific cases.
- Redeemable in cash if certain conditions regarding the stock price of PBF Energy are met.
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Noteholder Rights: Holders may exchange notes under specified conditions for cash, PBF’s common stock, or a combination of both.
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Proceeds Usage:
- Funding capped call transactions.
- Repayment or redemption of outstanding 2030 Notes.
- General corporate purposes.
Market Impact:
The offering could affect PBF Energy’s stock price, as the company expects initial purchasers to enter derivative transactions or buy shares following pricing of the notes. This, in turn, could influence the market price and the terms for note exchanges.
Note on Securities:
The notes have not been registered under the Securities Act and can only be sold to “qualified institutional buyers.”
About PBF Energy Inc.
PBF Energy is one of North America’s largest independent refiners, operating facilities in several states and focused on environmentally responsible practices while delivering returns to investors.
Contacts:
- Investors: Colin Murray (Tel: 973.455.7578, Email: [email protected])
- Media: Michael C. Karlovich (Tel: 973.455.8994, Email: [email protected])
For further details, please refer to the full press release.
