PBF Energy Announces Intention to Offer $500 Million of Senior Notes due 2034

Rhea-AI Summary

PBF Energy (NYSE:PBF) announced that indirect subsidiary PBF Holding plans a private offering of $500 million senior notes due 2034, co-issued with PBF Finance Corporation, subject to market and other conditions.

PBF Holding intends to use net proceeds and cash to redeem its outstanding 6.00% Senior Notes due 2028 in full.

Positive

• Plans private offering of $500 million senior notes due 2034
• Net proceeds and cash earmarked to redeem 6.00% Senior Notes due 2028 in full

Negative

• New senior notes will be issued in a private, unregistered offering limited to qualified and non-U.S. investors

News Market Reaction – PBF

-4.85%

2 alerts

-4.85% Session close to close

$4.53B Market Cap

4.46K Volume

In the May 26 session, PBF declined 4.85%, reflecting a moderate negative market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a proposed $500 million senior notes offering due 2034, with proceeds and ...

Analysis

This announcement details a proposed $500 million senior notes offering due 2034, with proceeds and cash earmarked to redeem existing 6.00% Senior Notes due 2028. It highlights ongoing balance sheet management alongside previously reported earnings, dividends, and refinery restart progress. Investors typically monitor final pricing, note terms, and subsequent financial updates, including leverage and cash metrics, to assess how such transactions interact with operating performance and capital allocation priorities.

Key Figures

Senior notes offering: $500 million Maturity year: 2034 Redeemed notes coupon: 6.00% +1 more

4 metrics

Senior notes offering $500 million Aggregate principal amount of new senior notes

Maturity year 2034 New senior notes due 2034

Redeemed notes coupon 6.00% Coupon on Senior Notes due 2028 to be redeemed

Redeemed notes maturity 2028 Existing 6.00% Senior Notes due 2028 targeted for redemption

Historical Context

4 past events · Latest: Apr 30 (Positive)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 30	Q1 2026 earnings	Positive	+0.5%	Reported Q1 2026 profits, dividend, and Martinez restart progress.
Mar 25	Earnings date notice	Neutral	+2.1%	Announced schedule for Q1 2026 earnings release and call.
Mar 12	Conference participation	Neutral	+1.4%	Management participation in Piper Sandler Energy Conference.
Feb 12	FY 2025 earnings	Negative	-5.9%	Mixed Q4 profit but full-year operating loss and large adjusted loss.

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

Pattern Detected

Recent PBF headlines, including earnings and conference updates, have generally seen price moves that align with the underlying news tone, with no clear instances of market divergence.

Recent Company History

Over the last few months, PBF reported Q4 2025 and Q1 2026 results with dividends of $0.275 per share and detailed Martinez refinery restoration progress, including substantial insurance recoveries and expected RBI savings by year-end 2026. It also communicated upcoming and past conference participation and set expectations for Q2 throughput of 850,000–910,000 bpd. Against this backdrop of active capital and operational management, today’s senior notes announcement fits into a broader balance sheet and operations update cadence.

Key Terms

senior notes, rule 144a, regulation s, private placement, +1 more

5 terms

senior notes financial

"intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

rule 144a regulatory

"to qualified institutional buyers under Rule 144A under the Securities Act of 1933"

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.

regulation s regulatory

"and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

private placement financial

"The Notes will be offered in a private placement and are expected to be resold"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

offering memorandum financial

"The offer of the Notes will be made only by means of a private offering memorandum"

A written document that describes the details of a private securities sale, including the investment terms, company background, financial information and the risks involved. Investors use it like a product brochure or car manual to compare offerings and understand what they're buying, how the money will be used and what could go wrong, which helps inform their decision and provides disclosure for legal protection.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

PARSIPPANY, N.J., May 26, 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 senior notes due 2034 (the "Notes") in a private offering. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. Completion of the offering is subject to, among other things, pricing and market conditions. PBF Holding intends to use the net proceeds from the proposed offering and available cash to fund the redemption in full of its outstanding 6.00% Senior Notes due 2028 (the "2028 Notes").

The Notes will be offered in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The offer of the Notes will be made only by means of a private offering memorandum to qualified investors and has not been and will not be registered under the Securities Act or any applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.

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 risks relating to the proposed offering, the proposed redemption, the securities markets generally and the company's expectations with respect to the timing and size of the proposed offering and the anticipated use of proceeds therefrom. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company's 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 company's filings with the SEC. All forward-looking statements speak only as of the date hereof. The company undertakes no 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

View original content to download multimedia:https://www.prnewswire.com/news-releases/pbf-energy-announces-intention-to-offer-500-million-of-senior-notes-due-2034-302781776.html

SOURCE PBF Energy Inc.

FAQ

What did PBF Energy (PBF) announce on May 26, 2026 about new senior notes?

PBF Energy announced that PBF Holding intends to offer $500 million of senior notes due 2034 in a private transaction. According to PBF, the notes will be co-issued by PBF Finance Corporation, subject to market and other conditions.

How will PBF Energy use the proceeds from the $500 million PBF senior notes due 2034?

PBF Holding intends to use net proceeds and available cash to fund full redemption of its 6.00% Senior Notes due 2028. According to PBF, this refinancing depends on successful pricing and market conditions for the new 2034 notes.

Who can buy the new PBF Energy $500 million senior notes due 2034?

The new senior notes are being offered only in a private placement to qualified institutional buyers and certain non-U.S. persons. According to PBF, resales are expected under Rule 144A and Regulation S of the Securities Act.

Are PBF Energy's new senior notes due 2034 registered with the SEC?

The new PBF senior notes will not be registered under the Securities Act or state securities laws. According to PBF, they cannot be offered or sold in the United States without registration or a valid exemption from registration requirements.

What happens to PBF Energy's existing 6.00% Senior Notes due 2028 after the new offering?

PBF Holding plans to redeem in full its outstanding 6.00% Senior Notes due 2028 using net proceeds from the offering and cash. According to PBF, completion of this plan depends on pricing and market conditions for the new notes.

Is PBF Energy's $500 million senior notes due 2034 offering a public offer?

No, the $500 million senior notes due 2034 are being offered in a private offering, not a public one. According to PBF, this announcement is issued under Rule 135c and is neither an offer to sell nor a solicitation to buy.