PBF Energy Announces Intention to Offer $500 Million of Exchangeable Notes due 2032

PBF plans a $500 million private exchangeable note issue to refinance 7.875% notes due 2030 and extend its debt maturity profile.

Rhea-AI Summary

PBF Energy (PBF) plans a private offering of $500 million aggregate principal amount of senior, unsecured exchangeable notes due January 15, 2032, subject to market conditions.

The notes will be co-issued by PBF Holding Company and PBF Finance, with an option for initial purchasers to buy up to an additional $50 million. They will be guaranteed on a senior unsecured basis by certain PBF Holding subsidiaries that guarantee its existing senior unsecured notes, but not by PBF Energy. Holders may exchange in specified periods, with settlement in cash up to principal and, at the issuers’ election, cash, PBF Energy Class A common stock, or both for any excess.

PBF intends to use net proceeds to pay for capped call transactions and, with available cash, to repay or redeem all outstanding 7.875% senior unsecured notes due 2030. The offering will be made only to qualified institutional buyers under Rule 144A.

Positive

• $500 million base exchangeable notes due 2032, plus $50 million option
• Use of proceeds to repay all 7.875% senior unsecured notes due 2030
• Capped call transactions designed to reduce dilution from note exchanges
• New notes guaranteed by certain subsidiaries that guarantee existing senior notes

Negative

• Notes are senior unsecured obligations, adding debt until 2030 notes are repaid
• Potential dilution from exchanges into PBF Energy common stock
• Notes will not be guaranteed by PBF Energy itself
• Resale registration for exchange shares may be unavailable when investors wish to sell

News Explained

The offering remains conditional and unpriced; potential stock settlement could dilute existing ownership, while no 2030-note repayment notice has been issued.

PBF Energy has announced an intention—not a priced or completed offering—to issue $500 million of exchangeable notes, with an option for an additional $50 million; if exchanged, the notes could require delivery of Class A shares, increasing the share count and reducing existing holders’ percentage ownership.

The planned capped calls are expected generally to reduce potential dilution, but their reduction is subject to a cap, so the release does not establish that dilution would be eliminated.

Net proceeds are intended for the capped calls and, with available cash, repayment or redemption of the outstanding 7.875% senior unsecured notes due 2030, but this release is not a repayment or redemption notice.

Pricing is the next named milestone: it will determine the notes’ interest rate, initial exchange rate, and other terms; the additional-notes option may be settled during the 13-day period beginning when the notes are first issued.

Market Context

PBF's May 26 senior-notes intention was followed by a 4.85% decline; the current exchangeable-notes ...

Analysis

PBF's May 26 senior-notes intention was followed by a 4.85% decline; the current exchangeable-notes announcement also described proceeds for debt repayment, making that prior refinancing response the closest company-specific reference.

Key Figures

Notes principal: $500 million Additional notes option: Up to $50 million Maturity: January 15, 2032 +5 more

Notes principal

$500 million

Aggregate principal amount of exchangeable notes

Additional notes option

Up to $50 million

Initial purchasers' option

Maturity

January 15, 2032

Unless earlier repurchased, exchanged or redeemed

Additional notes settlement window

13 days

Period from and including the initial issuance date

Redemption threshold

130% of the exchange price

Stock-price condition for issuer redemption

Early redemption restriction

January 20, 2030

Notes generally cannot be redeemed before this date

Cleanup redemption threshold

Less than 10%

Outstanding notes as a percentage of initially issued notes

Existing debt targeted

7.875% Senior Unsecured Notes due 2030

Remainder of offering proceeds and available cash

Historical Context

2 past events · Latest: May 26

2 events

1. May 26

   Senior notes offering

   24h Move

   -4.8%

   PBF announced a private senior-notes offering intended to refinance outstanding debt.

2. May 26

   Senior notes pricing

   24h Move

   +1.4%

   PBF priced senior notes and planned to redeem outstanding notes using proceeds and cash.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

exchangeable notes, capped call transactions, qualified institutional buyers, rule 144a, +1 more

5 terms

exchangeable notes financial

"offer $500 million in aggregate principal amount of exchangeable notes due 2032"

Exchangeable notes are a type of financial asset that can be converted into shares of a different company or entity at a later time, often at a pre-set price or upon certain conditions. They matter to investors because they offer a way to potentially benefit from the growth of another company while initially providing more safety or flexibility than directly owning stocks. Think of them as a convertible ticket that can be exchanged for ownership in another business if certain opportunities arise.

capped call transactions financial

"expect to enter into privately negotiated capped call transactions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

qualified institutional buyers regulatory

"only be offered and sold to persons who are reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"as defined in Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

registration rights agreement regulatory

"entitled to the benefits of a registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PARSIPPANY-TROY HILLS, N.J., Sept. 14, 2026 /PRNewswire/ -- PBF Energy Inc. (NYSE:PBF) ("PBF Energy") today announced that its indirect subsidiary, PBF Holding Company LLC ("PBF Holding"), intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of exchangeable notes due 2032 (the "Notes"), in a private offering (the "Offering") exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") . The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding (together with PBF Holding, the "Issuers"). The Issuers also expect to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50 million aggregate principal amount of notes.

The Notes will be senior, unsecured obligations of the Issuers, and accrue interest payable semiannually in arrears. The Notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by certain of PBF Holding's subsidiaries (the "Guarantors") that guarantee PBF Holding's existing senior unsecured notes, and will not be guaranteed by PBF Energy Inc.  The Notes 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 to be exchanged and, if applicable, cash, Class A common stock, par value $0.001 per share ("Common Stock") of PBF Energy or a combination thereof, at the Issuers' election, in respect of the remainder (if any) of the Issuers' exchange obligations in excess of the aggregate principal amount of the Notes being exchanged. The interest rate, initial exchange rate and other terms of the Notes will be determined at the time of pricing of the Offering.

The Issuers may not redeem the Notes prior to January 20, 2030, except in the event of a cleanup redemption (as defined below). The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Issuers' option at any time, and from time to time, on or after January 20, 2030 and prior to the 31st scheduled trading day immediately preceding the maturity date of the Notes, but only if the last reported sale price per share of PBF Energy's Common Stock has been at least 130% of the exchange price of the Notes for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may also redeem for cash all, but not less than all, of the Notes at any time prior to the 31st scheduled trading day immediately preceding the maturity date, if the principal amount of Notes outstanding at such time is less than 10% of the aggregate principal amount of the Notes initially issued under the indenture (including any additional Notes issued pursuant to the initial purchasers' option) (a "cleanup redemption").

The holders of the Notes will be entitled to the benefits of a registration rights agreement pursuant to which the Issuers and PBF Energy will agree to register the resale of the shares of Common Stock, if any, deliverable upon exchange of the Notes under the Securities Act.

In connection with the pricing of the Notes, the Issuers and PBF Energy expect to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their respective affiliates or certain other financial institutions (the "option counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Common Stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to PBF Energy's Common Stock upon any exchange of Notes and/or offset any cash payments the Issuers are required to make in excess of the principal amount of exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap.

The Issuers have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to PBF Energy's Common Stock and/or purchase shares of PBF Energy's Common Stock or other securities of PBF Energy in secondary market transactions concurrently with, or shortly after, the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of PBF Energy's Common Stock or the Notes at that time. In addition, the Issuers and PBF Energy expect that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to PBF Energy's Common Stock and/or purchasing or selling PBF Energy's Common Stock or other securities of PBF Energy or the Issuers in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) during any observation period related to an exchange of Notes, following any redemption of Notes by the Issuers or following any repurchase of Notes by the Issuers in connection with any fundamental change and (y) following any repurchase of the Notes by the Issuers other than in connection with any such redemption or any fundamental change if the Issuers elect to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of PBF Energy's Common Stock or the Notes, which could affect the ability of holders to exchange the Notes, and, to the extent the activity occurs during any observation period related to an exchange of Notes, it could affect the number of shares of PBF Energy's Common Stock, if any, and value of the consideration that holders will receive upon exchange of the Notes.

The Issuers intend to use the net proceeds from the offering to pay the cost of the capped call transactions, and the remainder, together with available cash, to fund the repayment or redemption, as applicable, of all of its outstanding 7.875% Senior Unsecured Notes due 2030 (the "2030 Notes").  If the initial purchasers exercise their option to purchase additional Notes, the Issuers expect to use a portion of the proceeds from the sale of the additional Notes to enter into additional capped call transactions with the option counterparties, and for general corporate purposes. Pending such use, the Issuers may repay other debt and/or invest the net proceeds in short-term, interest-bearing deposit accounts. 

The offer and sale of the Notes, the related guarantees and any shares of PBF Energy's Common Stock deliverable upon exchange of the Notes have not been registered under the Securities Act or any other securities laws, and the Notes, such guarantees and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable 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). This press release does not constitute a notice of repayment or notice of redemption of the 2030 Notes.

Although the Issuers and PBF Energy intend to enter into a registration rights agreement pursuant to which they will agree to file a resale registration statement under the Securities Act covering the resale of shares of PBF Energy's Common Stock, if any, deliverable upon exchange of the Notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of PBF Energy's Common Stock, if any, deliverable upon exchange of their Notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, the guarantees or any shares of PBF Energy's Common Stock deliverable upon exchange of the Notes, nor will there be any sale of the Notes or the guarantees or any such shares of PBF Energy's Common Stock, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. This press release is being issued pursuant to Rule 135c under the Securities Act.

Forward-Looking Statements
Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the statements regarding the proposed offering of the notes and the capped call transactions, the potential grant to the initial purchasers of an option to purchase additional notes, the completion, timing and size of the offering, the anticipated terms of the notes and the capped call transactions, the expected use of proceeds, including the proposed redemption or repayment of the 2030 Notes and expectations regarding the actions of the option counterparties and their respective affiliates. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond PBF Energy's and the Issuers' control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the filings of PBF Energy and PBF Holding with the Securities and Exchange Commission. All forward-looking statements speak only as of the date hereof. Neither PBF Energy nor PBF Holding undertakes an obligation to revise or update any forward-looking statements except as may be required by applicable securities laws.

About PBF Energy Inc.
PBF Energy Inc. (NYSE:PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey and Ohio. Our mission is to operate our 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 we do business, and provide superior returns to our investors.

PBF Energy is also a 50% partner in the St. Bernard Renewables joint venture focused on the production of next generation sustainable fuels.

Contacts:
Colin Murray (investors)
ir@pbfenergy.com
Tel: 973.455.7578

Michael C. Karlovich (media)
mediarelations@pbfenergy.com
Tel: 973.455.8994

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SOURCE PBF Energy Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who are the issuers and guarantors of the new exchangeable notes?

PBF Holding Company LLC and PBF Finance Corporation will co-issue the notes. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain subsidiaries of PBF Holding that also guarantee PBF Holding’s existing senior unsecured notes. The notes will not be guaranteed by PBF Energy.

How and when can the notes be redeemed by the issuers?

The issuers may not redeem the notes before January 20, 2030, except for a cleanup redemption. On or after that date and before the 31st scheduled trading day immediately preceding maturity, they may redeem the notes, in whole or in part, for cash if PBF Energy’s common stock trades at least 130% of the exchange price for a specified period and certain conditions are met. They may also redeem all, but not less than all, of the notes if less than 10% of the aggregate principal amount initially issued (including any additional notes) remains outstanding.

Who will be eligible to purchase the new exchangeable notes?

The notes and related guarantees will be offered and sold only to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A under the Securities Act. The notes, guarantees and any shares of PBF Energy common stock deliverable upon exchange will not be registered and may only be resold under an applicable exemption or in a transaction not subject to registration.

What is the purpose and expected effect of the capped call transactions?

PBF Holding and PBF Energy expect to enter into privately negotiated capped call transactions with one or more option counterparties covering the number of shares of common stock initially underlying the notes, subject to anti-dilution adjustments. The company states these transactions are expected generally to reduce potential dilution to PBF Energy’s common stock upon any exchange of notes and/or offset cash payments the issuers must make above principal, subject to a cap.

How might the capped call hedging activities affect PBF Energy’s share price or the notes?

In connection with establishing and adjusting their hedges, option counterparties or their affiliates may enter into derivatives on PBF Energy common stock and buy or sell PBF Energy shares or other securities in secondary market transactions before pricing, after pricing and over the life of the notes. The company indicates this activity could increase or decrease, or reduce the size of any decrease in, the market price of PBF Energy’s common stock or the notes and may affect holders’ ability to exchange the notes and the value or amount of consideration received upon exchange.