PBF Issues $550M in Zero-Percent Exchangeable Senior Notes Due 2032

PBF Holding Company LLC, a subsidiary of PBF Energy Inc., entered into an Indenture on September 17, 2026, to issue $550.0 million in aggregate principal amount of 0% Exchangeable Senior Notes due 2032. The offering was conducted as a private placement under Rule 144A, with the Initial Purchasers exercising their full option to purchase an additional $50,000,000 in principal amount of Notes.

The Issuers received net proceeds of approximately $533.6 million after deducting the initial purchasers' discount and estimated offering expenses. The company intends to use these funds to (i) cover the costs of entering into capped call transactions, (ii) redeem in full the outstanding 7.875% senior unsecured notes due 2030, and (iii) for general corporate purposes.

The Notes are exchangeable for shares of Class A common stock, par value $0.001 per share, of PBF Energy. The initial exchange rate is set at 10.3306 shares per $1,000 principal amount of Notes, equivalent to an initial exchange price of approximately $96.80 per share. Holders may exchange the Notes under specific conditions, including if the common stock price exceeds 150% of the exchange price for a defined period or if the company calls the Notes for redemption.

Redemption of the Notes by PBF is permitted on or after January 20, 2030, if the common stock price has been at least 130% of the exchange price for a specified period. The company may also conduct a cleanup redemption if the aggregate principal amount of Notes outstanding falls below 10% of the initial issuance. The Notes and their guarantees are senior unsecured obligations and rank equal to existing senior indebtedness, including the asset-based revolving credit facility.

In connection with the issuance, PBF Energy entered into a Registration Rights Agreement with the initial purchasers. Under this agreement, PBF Energy agreed to file a shelf registration statement covering the resale of shares of common stock issuable upon exchange of the Notes on or prior to December 31, 2026. The company is also required to keep the registration statement effective until the earlier of the maturity date or the date no restricted securities remain outstanding.