PBF Energy Inc. announced on September 14, 2026, that its indirect subsidiary, PBF Holding Company LLC, priced a private offering of $500 million in aggregate principal amount of 0% senior unsecured exchangeable notes due 2032. The notes are being co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. The offering is expected to close on September 17, 2026, subject to customary closing conditions.
The notes are senior, unsecured obligations of the issuers and will not bear regular interest or accrete in principal amount. They are fully and unconditionally guaranteed on a senior unsecured basis by certain subsidiaries of PBF Holding that guarantee its existing senior unsecured notes. The notes will mature on January 15, 2032, unless earlier repurchased, exchanged, or redeemed.
Noteholders will have the right to exchange their notes for cash, Class A common stock of PBF Energy, or a combination thereof. The initial exchange rate is 10.3306 shares of common stock per $1,000 principal amount of notes, representing an initial exchange price of approximately $96.80 per share. This price represents a premium of approximately 37.5% above the last reported sale price of PBF Energy common stock on September 14, 2026, which was $70.40 per share.
In connection with the pricing, the issuers entered into privately negotiated capped call transactions with initial purchasers and financial institutions. These transactions are designed to reduce potential dilution to PBF Energy common stock upon any exchange of the notes. The cap price of these transactions is initially set at $123.20 per share, representing a premium of 75.0% over the September 14, 2026, stock price.
The issuers estimate that net proceeds from the offering will be approximately $485.0 million after deducting discounts and commissions and estimated offering expenses. The company intends to use approximately $25.2 million of the net proceeds to pay the cost of the capped call transactions. The remainder, together with available cash, will be used to fund the repayment or redemption of all outstanding 7.875% Senior Unsecured Notes due 2030.
