PBF Energy raises $550M in 0% exchangeable notes
PBF Energy raises $550 million in 0% exchangeable notes to refinance 2030 debt, with capped calls limiting potential dilution.
Rhea-AI Filing Summary
PBF Energy Inc. (PBF), through subsidiary PBF Holding Company LLC, issued $550.0 million of 0% Exchangeable Senior Notes due 2032 in a Rule 144A private placement, including $50.0 million from the initial purchasers’ option. Net proceeds were approximately $533.6 million.
The company intends to use the proceeds to fund capped call transactions, redeem in full its outstanding 7.875% senior unsecured notes due 2030, and for general corporate purposes. The notes are senior unsecured obligations, guaranteed by key operating subsidiaries, and mature on January 15, 2032. They are exchangeable into PBF Class A common stock at an initial rate of 10.3306 shares per $1,000 principal (equivalent to an exchange price of about $96.80 per share), subject to customary adjustment and specified exchange conditions.
PBF and the issuers also entered into capped call transactions designed to reduce potential dilution and/or cash outlay on exchanges, with an initial cap price of $123.20 per share, a 75% premium to the $70.40 PBF share price on September 14, 2026. A registration rights agreement provides for registration of the notes and any exchange shares and requires the issuers to pay up to 0.50% per annum in special interest upon certain registration defaults.
Positive
- None.
Negative
- None.
Filing Explained
PBF has $550.0 million of debt outstanding, with equity delivery of up to 7,812,475 shares only if exchange mechanics are triggered.
On
The exchange terms do not make the maximum an immediate equity issuance: before
The notes rank equally with the issuers’ and guarantors’ existing and future senior debt, but are effectively behind secured debt to the extent of its collateral and structurally behind obligations of non-guarantor subsidiaries.
8-K Event Classification
Key Figures
Key Terms
0% Exchangeable Senior Notes due 2032 financial
capped call transactions financial
Fundamental Change financial
Rule 144A regulatory
Registration Rights Agreement regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What type and size of financing did PBF (PBF) announce on September 17, 2026?
How much cash did PBF (PBF) receive from the 0% Exchangeable Senior Notes offering?
What will PBF (PBF) use the net proceeds of the exchangeable notes for?
What are the key exchange terms of PBF’s (PBF) 0% Exchangeable Senior Notes due 2032?
What is the capped call structure for PBF’s (PBF) exchangeable notes and its cap price?
When do PBF’s (PBF) 0% Exchangeable Senior Notes due 2032 mature and can they be redeemed?
AI-generated analysis. How Rhea-AI works. Not financial advice.