PBF Energy Announces Pricing of Upsized $800 Million of Senior Notes due 2030

Rhea-AI Summary

PBF Energy (NYSE:PBF) has announced the pricing of an upsized $800 million senior notes offering through its indirect subsidiary, PBF Holding Company The notes, due 2030, carry a 9.875% interest rate and are priced at 98.563% of face value.

The offering, expected to close on March 17, 2025, will be co-issued by PBF Finance The proceeds will be used to repay outstanding borrowings under its asset-based revolving credit facility and for general corporate purposes. The notes will be offered privately to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S of the Securities Act.

Positive

• Successful upsizing of debt offering to $800 million indicates strong market demand
• Refinancing of revolving credit facility debt with longer-term notes improves debt structure

Negative

• High interest rate of 9.875% represents significant debt servicing cost
• Notes priced at a discount (98.563%) indicates less favorable terms
• Additional long-term debt could increase financial leverage and risk

Insights

Financial Analyst

PBF Energy's $800 million senior notes offering represents a significant capital structure event for the refiner. The 9.875% interest rate coupled with the 98.563% issue price creates an effective yield exceeding 10%, reflecting a substantial risk premium in today's debt markets. This transaction will generate annual interest obligations approaching $79 million – a considerable fixed expense for a company with a $2.3 billion market capitalization.

The upsized offering (larger than originally planned) suggests strong investor demand, a positive signal about market confidence. However, the high yield requirements indicate lenders demanded premium compensation for perceived risk. Using proceeds to repay the asset-based revolving credit facility represents a strategic pivot from potentially variable short-term debt to fixed long-term obligations through 2030.

This refinancing creates a double-edged outcome: while it potentially improves PBF's debt maturity profile and immediate liquidity position, it simultaneously locks in a high fixed interest burden for five years. This reduces financial flexibility during industry downturns and constrains capital allocation options.

The magnitude of this debt issuance – approximately 35% of PBF's current market cap – makes this a material financial event with long-term implications for the company's balance sheet strength and operational flexibility. The private placement structure to qualified institutional buyers may have facilitated faster execution but limits secondary market liquidity for these notes.

PARSIPPANY, N.J., March 12, 2025 /PRNewswire/ -- PBF Energy Inc. (NYSE:PBF) ("PBF Energy") today announced that its indirect subsidiary, PBF Holding Company LLC ("PBF Holding"), priced $800 million in aggregate principal amount of 9.875% senior notes due 2030 (the "Notes") at an issue price of 98.563% in a private offering. The offering is expected to close on March 17, 2025, subject to customary closing conditions. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. PBF Holding intends to use the net proceeds from the offering to repay outstanding borrowings under its asset based revolving credit facility and for general corporate purposes.

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 offering not closing, 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: 973.455.8981

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SOURCE PBF Energy Inc.

FAQ

What is the size and interest rate of PBF Energy's new senior notes offering?

PBF Energy's new senior notes offering is sized at $800 million with a 9.875% interest rate, due in 2030.

When will PBF Energy's 2030 senior notes offering close?

The senior notes offering is expected to close on March 17, 2025, subject to customary closing conditions.

How will PBF Energy use the proceeds from the $800M senior notes?

PBF Energy will use the proceeds to repay outstanding borrowings under its asset-based revolving credit facility and for general corporate purposes.

Who are the eligible buyers for PBF Energy's 2030 senior notes?

The notes are offered privately to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.