PBF Energy Announces Pricing of $500 Million of 0% Exchangeable Notes due 2032

PBF Energy will issue 0% exchangeable notes to help refinance its 7.875% 2030 notes while using capped calls to limit potential equity dilution.

Rhea-AI Summary

PBF Energy (PBF) has priced $500 million of 0% senior unsecured exchangeable notes due January 15, 2032 in a private Rule 144A offering, expected to close on September 17, 2026, with an option for initial purchasers to buy an additional $50 million.

The notes, co‑issued by PBF Holding Company and PBF Finance Corporation and guaranteed by certain PBF Holding subsidiaries, bear no cash interest and no accretion. Holders may exchange in specified periods, receiving cash up to principal and, at the issuers’ election, cash, PBF Energy Class A common stock or a combination above principal. The initial exchange rate is 10.3306 shares per $1,000, implying an exchange price of about $96.80, a 37.5% premium to the September 14, 2026 share price of $70.40, subject to customary adjustments.

Net proceeds are estimated at $485.0 million (or $533.6 million if the option is fully exercised). PBF plans to spend $25.2 million on capped call transactions, which are expected to reduce potential dilution up to a cap price of $123.20 per share (75.0% above the reference price), and use the balance, together with cash on hand, to repay or redeem all outstanding 7.875% Senior Unsecured Notes due 2030.

Positive

• $500 million 0% exchangeable notes due 2032, plus $50 million option
• Estimated net proceeds of $485.0 million–$533.6 million after fees
• Proceeds and cash expected to repay or redeem 7.875% Senior Unsecured Notes due 2030
• Capped calls costing $25.2 million designed to reduce dilution up to $123.20 per share
• Initial exchange price of about $96.80 reflects a 37.5% premium to the stock price

Negative

• Exchange feature creates potential equity dilution above the $96.80 exchange price
• Capped call protection is limited by a $123.20 per share cap
• Use of proceeds includes $25.2 million cash outlay for capped call transactions

Market Context

Pre-headline, PBF was up 1.58%; the earlier Sep 14 intention announcement recorded -10.2% over 24 ho...

Analysis

Pre-headline, PBF was up 1.58%; the earlier Sep 14 intention announcement recorded -10.2% over 24 hours, showing divergent moves across the same financing progression.

Key Figures

Principal Amount: $500 million Additional Notes Option: Up to $50 million Regular Interest: 0% +5 more

Principal Amount

$500 million

0% exchangeable notes due 2032

Additional Notes Option

Up to $50 million

Initial purchasers' option

Regular Interest

0%

Notes

Maturity

January 15, 2032

Notes

Initial Exchange Price

$96.80 per share

Initial exchange terms

Exchange Price Premium

37.5%

Above the September 14, 2026 reported sale price

Estimated Net Proceeds

$485.0 million

After discounts, commissions, and estimated offering expenses

Capped Call Cost

$25.2 million

Use of offering proceeds

Historical Context

1 past event · Latest: Sep 14

1 event

1. Sep 14

   Exchangeable notes intention

   24h Move

   -10.2%

   Earlier announcement proposed the same exchangeable-notes financing, preceding today's pricing.

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

4 terms

exchangeable notes financial

"priced $500 million in aggregate principal amount of 0% 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

"entered 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 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.

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"), priced $500 million in aggregate principal amount of 0% exchangeable notes due 2032 (the "Notes") in a private offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The offering is expected to close on September 17, 2026, subject to customary closing conditions. 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 granted 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. The Notes will not bear regular interest and the principal amount of the Notes will not accrete. 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 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 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 special 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"). 

If a "fundamental change" (as defined in the indenture for the Notes) occurs, then, subject to limited exceptions, noteholders may require the Issuers to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date.

The initial exchange rate is 10.3306 shares of Common Stock per $1,000 principal amount of Notes, which represents an initial exchange price of approximately $96.80 per share of Common Stock. The initial exchange price represents a premium of approximately 37.5% above the last reported sale price per share of Common Stock on the New York Stock Exchange on September 14, 2026, which was $70.40 per share. The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events.

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

In connection with the pricing of the Notes, the Issuers and PBF Energy have entered 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 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 cap price of the capped call transactions will initially be $123.20 per share, which represents a premium of 75.0% over the last reported sale price of PBF Energy's Common Stock of $70.40 per share on September 14, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

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 estimate that the net proceeds from the offering will be approximately $485.0 million (or approximately $533.6 million if the initial purchasers fully exercise their option to purchase additional Notes), after deducting the initial purchasers' discounts and commissions and the Issuers' estimated offering expenses. The Issuers intend to use $25.2 million of 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.

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 closing of the Notes offering 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 PBF Energy exchangeable notes?

PBF Holding Company LLC and PBF Finance Corporation will co‑issue the notes, which are senior unsecured obligations. The notes will be 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 not be guaranteed by PBF Energy Inc. itself.

Under what conditions can PBF redeem the notes before maturity?

The issuers may not redeem the notes before January 20, 2030 except through a cleanup redemption when less than 10% of the aggregate principal amount originally issued (including any additional notes) remains outstanding. On or after January 20, 2030 and before the 31st scheduled trading day immediately preceding maturity, the issuers may redeem for cash, in whole or in part, only if the last reported sale price per share of PBF Energy common stock has been at least 130% of the notes’ exchange price for a specified period and certain other conditions are met.

What rights do noteholders have upon a fundamental change?

If a fundamental change (as defined in the indenture) occurs, and subject to limited exceptions, holders may require the issuers to repurchase their notes for cash at a price equal to the principal amount of the notes to be repurchased plus any accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date.

Who can buy these new PBF Energy exchangeable notes?

The notes, the related guarantees and any shares of PBF Energy common stock deliverable upon exchange have not been registered under the Securities Act or other securities laws. They will be offered and sold only to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A under the Securities Act, in transactions exempt from registration.

How might the capped call counterparties’ hedging activity affect PBF Energy’s stock or the notes?

In connection with establishing and maintaining their hedges for the capped call transactions, the option counterparties or their affiliates expect to enter into derivative transactions and may buy or sell shares of PBF Energy common stock or other PBF or issuer securities in secondary market transactions. The company indicates that this activity could increase, decrease, or reduce the size of any decrease in the market price of PBF Energy’s common stock or the notes and could affect holders’ ability to exchange the notes and, during any exchange observation period, the number of shares and value of consideration received.

How will PBF Energy use any additional proceeds if the $50 million option is exercised?

If the initial purchasers fully exercise their option to buy up to an additional $50 million of notes, the issuers expect to use a portion of the additional proceeds to enter into additional capped call transactions with the option counterparties and to use any remaining amount for general corporate purposes.