PBF Energy Inc. Announces Pricing of $500 Million in Exchangeable Notes Due 2032
PARSIPPANY-TROY HILLS, N.J., Sept. 14, 2026 — PBF Energy Inc. (NYSE:PBF) has announced that its indirect subsidiary, PBF Holding Company LLC, priced $500 million in aggregate principal amount of 0% exchangeable notes due January 15, 2032. The private offering is exempt from registration under the Securities Act of 1933 and is expected to close on September 17, 2026.
Key Details:
- Co-Issuers: The Notes will be co-issued by PBF Holding and its wholly-owned subsidiary, PBF Finance Corporation.
- Optional Purchases: Initial purchasers have the option to buy an additional $50 million in Notes.
- Characteristics: The senior, unsecured Notes will not accrue regular interest and have guaranteed obligations from certain subsidiaries.
- Exchange Rate: Initial exchange rate is set at 10.3306 shares of Common Stock per $1,000 principal amount, translating to an exchange price of approximately $96.80 per share, reflecting a 37.5% premium over the last reported sale price.
Redemption Information:
- Early Redemption: The Notes cannot be redeemed before January 20, 2030, except for cleanup redemptions.
- Fundamental Change: Noteholders can require the Issuers to repurchase their Notes for cash under certain conditions.
Use of Proceeds:
PBF Energy estimates net proceeds of approximately $485 million (or $533.6 million if the option is fully exercised), intended for the repayment or redemption of existing debt and the cost of capped call transactions.
Capped Call Transactions:
To mitigate dilution upon conversion of notes, the Issuers have entered into capped call transactions with option counterparties, with an initial cap price set at $123.20 per share.
Forward-Looking Statements:
The release contains forward-looking statements regarding plans and expectations, cautioning that actual results may differ due to risks and uncertainties.
About PBF Energy Inc.
PBF Energy Inc. is one of North America’s largest independent refiners, operating facilities across several states. The company also partners in sustainable fuel production through its joint venture.
Contacts:
- Investor Relations: Colin Murray, ir@pbfenergy.com, Tel: 973.455.7578
- Media Relations: Michael C. Karlovich, mediarelations@pbfenergy.com, Tel: 973.455.8994
For more information, view the complete release here.
