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PBF Energy (NYSE: PBF) sells $500M 7.25% notes to refinance 2028 debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PBF Energy Inc., through subsidiary PBF Holding Company LLC, issued $500 million of 7.250% Senior Notes due 2034 in a Rule 144A/Reg S private placement. Net proceeds were about $492.7 million after purchaser discounts and expenses.

The company intends to use the proceeds, together with cash on hand, to redeem in full its outstanding 6.00% senior unsecured notes due 2028, extending debt maturities. The new notes are senior unsecured, guaranteed by key refining and services subsidiaries, pay cash interest semi-annually starting December 1, 2026, and mature June 1, 2034.

The Indenture includes customary non-investment-grade covenants limiting additional debt, restricted payments, liens, affiliate transactions, certain investments and asset sales, with change-of-control and asset disposition repurchase provisions and optional redemption features before and after June 1, 2029.

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Insights

PBF refinances 2028 notes with longer-dated 7.250% debt.

PBF Holding issued $500 million of 7.250% Senior Notes due 2034, receiving about $492.7 million in net proceeds. The stated intent is to redeem the 6.00% senior unsecured notes due 2028, pushing out maturities at a higher coupon consistent with non-investment grade debt.

The notes are senior unsecured and guaranteed by major refining and services entities, ranking pari passu with existing 7.875% and 9.875% notes due 2030 and structurally subordinated to subsidiary debt that does not guarantee them. Covenants restrict leverage, restricted payments, liens, affiliate dealings and asset transfers, with some terms relaxing after a covenant termination event such as investment-grade ratings.

Optional redemption and change-of-control provisions add flexibility and investor protection: equity-funded redemptions at 107.250% before June 1, 2029, make-whole calls before that date, scheduled call prices thereafter, a 101% put upon qualifying change of control with ratings decline, and asset-sale offer requirements. Future filings detailing the 2028 notes redemption will further clarify the debt maturity profile.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal $500.0 million Aggregate principal amount of 7.250% Senior Notes due 2034
Net proceeds $492.7 million Net proceeds from the 7.250% Senior Notes offering after discounts and expenses
Coupon rate 7.250% Annual interest rate on the new Senior Notes due 2034
Maturity date June 1, 2034 Stated maturity of the 7.250% Senior Notes
Redeemed notes coupon 6.00% Coupon on senior unsecured notes due 2028 targeted for redemption
Existing 2030 notes 7.875% and 9.875% Coupons on PBF’s outstanding senior unsecured notes due 2030
Equity-funded call premium 107.250% Redemption price for up to 40% of notes before June 1, 2029
Change-of-control put price 101% Purchase price upon change of control with ratings decline
Indenture financial
"entered into an Indenture (the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"issued $500.0 million in aggregate principal amount of 7.250% Senior Notes due 2034 (the “Notes”)"
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
"purchased the Notes pursuant to a private placement transaction conducted under Rule 144A and Regulation S"
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
"private placement transaction conducted under Rule 144A and Regulation S of the Securities Act of 1933"
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.
covenant termination event financial
"Many of these covenants will cease to apply or will be modified following a covenant termination event"
change of control financial
"Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
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Understanding 8-K Material Events →
00015345040001566011false 0001534504 2026-05-28 2026-05-28 0001534504 pbf:PBFHOLDINGCOMPANYLLCMember 2026-05-28 2026-05-28 iso4217:USD
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
May 28, 2026
 
 
PBF ENERGY INC.
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
  
001-35764
  
45-3763855
Delaware
  
333-186007
  
27-2198168
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
 
One Sylvan Way, Second Floor
Parsippany
,
New Jersey
07054
(Address of the Principal Executive Offices) (Zip Code)
(
973
)
455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of The Act:
 
Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Common Stock, par value $.001  
PBF
  
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
Item 1.01. Entry into a Material Definitive Agreement.
Closing of 7.250% Senior Notes Offering
On May 28, 2026, PBF Holding Company LLC (“PBF Holding”), a subsidiary of PBF Energy Company LLC (“PBF LLC”), in turn a subsidiary of PBF Energy Inc. (“PBF Energy” and collectively with its consolidated subsidiaries including PBF LLC and PBF Holding, the “Company”) entered into an Indenture (the “Indenture”) among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $500.0 million in aggregate principal amount of 7.250% Senior Notes due 2034 (the “Notes”). The initial purchasers (the “Initial Purchasers”) in the offering purchased the Notes pursuant to a private placement transaction conducted under Rule 144A and Regulation S of the Securities Act of 1933, as amended. The Issuers received net proceeds of approximately $492.7 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company intends to use the net proceeds and available cash to fund the redemption in full of the outstanding 6.00% senior unsecured notes due 2028.
The Notes are guaranteed by PBF Services Company LLC, PBF Investments LLC, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, PBF International Inc., Chalmette Refining, L.L.C., Torrance Refining Company LLC, PBF Energy Western Region LLC and Martinez Refining Company LLC (each, a “Guarantor”). The Notes and guarantees are senior unsecured obligations and will rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Issuers’ and the Guarantors’ asset-based revolving credit facility (the “Revolving Credit Facility”) and the Issuers’ outstanding 7.875% senior unsecured notes due 2030 and 9.875% senior unsecured notes due 2030. The Notes and guarantees will rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The Notes and guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility, as amended or restated from time to time) to the extent of the value of the collateral securing such indebtedness. The Notes and guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ subsidiaries that do not guarantee the Notes.
The Notes pay interest semi-annually in cash in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on June 1, 2034. The Indenture contains customary terms, events of default and covenants for an issuer of
non-investment
grade debt securities. These covenants include limitations on the Issuers’ and its restricted subsidiaries’ ability to, among other things, incur additional indebtedness or issue certain preferred stock; make equity distributions, pay dividends on or repurchase capital stock or make other restricted payments; enter into transactions with affiliates; create liens; engage in mergers and consolidations or otherwise sell all or substantially all of the Issuers’ assets; designate subsidiaries as unrestricted subsidiaries; make certain investments; and limit the ability of restricted subsidiaries to make payments to PBF Holding. These covenants are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply or will be modified following a covenant termination event, including when the Notes are rated investment grade.
At any time prior to June 1, 2029, the Issuers may, at their option, on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.250% of the principal amount of the Notes, plus any accrued and unpaid interest to the date of redemption; provided that at least 60% of the
aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption. On or after June 1, 2029, the Issuers may redeem all or part of the Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest to the date of redemption. In addition, prior to June 1, 2029, the Issuers may redeem all or part of the Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest to the date of redemption.
Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase the Notes at a purchase price of 101% of the principal amount of the Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, in connection with certain asset dispositions, the Issuers may be required to use the net cash proceeds of the asset dispositions (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase.
The Issuers may issue additional Notes from time to time pursuant to the Indenture.
The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Indenture and the form of Notes, which are filed as Exhibits 4.1 and 4.2 respectively, to this Current Report on Form
8-K
and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of the Registrant.
The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 of this Current Report on Form
8-K
above and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No.    Description
  4.1    Indenture dated as of May 28, 2026, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors named on the signature pages thereto, Wilmington Trust, National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent.
  4.2    Form of 7.250% Senior Note due 2034 (included as Exhibit A in Exhibit 4.1).
104    Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
Date:   May 28, 2026     PBF Energy Inc.
      (Registrant)
      By:   /s/ Trecia M. Canty
      Name:   Trecia M. Canty
      Title:   Senior Vice President, General Counsel and Secretary
Date:   May 28, 2026     PBF Holding Company LLC
      (Registrant)
      By:   /s/ Trecia M. Canty
      Name:   Trecia M. Canty
      Title:   Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did PBF Energy (PBF) announce regarding new senior notes?

PBF Energy’s subsidiary PBF Holding issued $500 million of 7.250% Senior Notes due 2034 in a Rule 144A/Regulation S private placement. The notes are senior unsecured obligations, guaranteed by key refining and services subsidiaries, and carry semi-annual cash interest payments until maturity on June 1, 2034.

How will PBF Energy use the $492.7 million net proceeds from the 2034 notes?

PBF Holding received approximately $492.7 million in net proceeds from the 7.250% Senior Notes offering. The company intends to use these proceeds, together with available cash, to fund the full redemption of its outstanding 6.00% senior unsecured notes due 2028, effectively refinancing and extending its debt maturities.

What is the interest rate and payment schedule on PBF’s new 2034 senior notes?

The new PBF Holding senior notes bear interest at 7.250% per year. Interest is payable in cash semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026, and continuing until the notes mature on June 1, 2034, unless earlier redeemed or repurchased.

How do PBF Energy’s 2034 notes rank relative to its other debt?

The 7.250% Senior Notes and their guarantees are senior unsecured obligations, ranking equally with existing senior indebtedness, including the revolving credit facility and 2030 senior unsecured notes. They are effectively subordinated to secured debt to the extent of collateral value and structurally subordinated to obligations of non-guarantor subsidiaries.

What redemption options exist for PBF Energy’s 7.250% Senior Notes due 2034?

Before June 1, 2029, PBF Holding may redeem up to 40% of the notes with equity offering proceeds at 107.250% plus interest, or redeem all or part at a make-whole price. On or after June 1, 2029, it may redeem all or part at specified prices plus accrued interest.

What change-of-control protections are included in PBF’s new 2034 notes?

If a change of control occurs that results in a ratings decline, PBF Holding must offer to purchase the notes at 101% of principal plus accrued interest. Before a covenant termination event, certain asset dispositions can also trigger offers to purchase notes at 100% of principal plus accrued and unpaid interest.

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