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Debt refi: PBF Energy (NYSE: PBF) to redeem $801.6M 2028 notes

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

Rhea-AI Filing Summary

PBF Energy Inc. announced that indirect subsidiary PBF Holding Company LLC priced a private offering of $500 million in aggregate principal amount of 7.25% senior unsecured notes due 2034, co-issued with PBF Finance Corporation. The offering is expected to close on May 28, 2026, subject to customary conditions.

PBF Holding intends to use the net proceeds and available cash to fund a full redemption of its outstanding 6.00% Senior Notes due 2028. A conditional notice was issued to redeem all $801.6 million of these 2028 notes at 100.000% of principal plus accrued interest, with a scheduled redemption date of June 25, 2026, contingent on completing at least $500.0 million of debt financings.

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Insights

PBF is refinancing 2028 notes with a new 2034 debt issue.

PBF Holding is issuing $500 million of 7.25% senior unsecured notes due 2034 in a private offering, with proceeds and available cash earmarked to redeem 6.00% Senior Notes due 2028.

The company has called for conditional full redemption of $801.6 million of 2028 notes at 100.000% of principal plus accrued interest, with a redemption date of June 25, 2026. This shifts debt maturity further out, while the coupon on the new notes is higher than the 6.00% on the existing 2028 notes.

The redemption is conditioned on completing at least $500.0 million of debt financings after the notice date. Investors may focus on successful closing of the new notes on May 28, 2026 and any subsequent disclosures about the company’s overall debt levels and interest costs.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes offering size $500 million Aggregate principal amount of 7.25% senior unsecured notes due 2034
New notes coupon 7.25% Interest rate on senior unsecured notes due 2034
Existing notes outstanding $801.6 million Principal of 6.00% Senior Notes due 2028 subject to redemption
Existing notes coupon 6.00% Interest rate on Senior Notes due 2028 to be redeemed
Redemption price 100.000% Of aggregate principal amount of 2028 notes, plus accrued interest
Redemption date June 25, 2026 Scheduled redemption date for 6.00% Senior Notes due 2028
Financing condition $500.0 million Minimum aggregate gross proceeds from debt financings required for redemption
senior unsecured notes financial
"priced a private offering to eligible purchasers of $500 million in aggregate principal amount of 7.25% senior unsecured notes due 2034"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
Rule 144A regulatory
"resold by the initial purchasers 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.
optional full redemption financial
"issued a notice of conditional optional full redemption for all $801.6 million of the outstanding 2028 Notes"
forward-looking statements regulatory
"Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What debt offering did PBF Energy (PBF) announce in this 8-K?
PBF Energy announced that PBF Holding priced a private offering of $500 million in aggregate principal amount of 7.25% senior unsecured notes due 2034, co-issued with PBF Finance Corporation, expected to close on May 28, 2026, subject to customary closing conditions.

How will PBF Energy (PBF) use proceeds from the new 2034 senior notes?
PBF Holding intends to use the net proceeds from the 7.25% senior notes due 2034, together with available cash, to fund the full redemption of its outstanding 6.00% Senior Notes due 2028, effectively refinancing part of its existing debt profile.

What is the size of PBF Energy’s outstanding 2028 notes to be redeemed?
PBF Holding and PBF Finance issued a conditional notice to redeem $801.6 million of outstanding 6.00% Senior Notes due 2028 at a redemption price of 100.000% of aggregate principal amount, plus accrued and unpaid interest to, but excluding, the June 25, 2026 redemption date.

When is the redemption date for PBF Energy’s 6.00% Senior Notes due 2028?
The conditional optional full redemption of PBF Holding’s 6.00% Senior Notes due 2028 is scheduled for June 25, 2026, with noteholders receiving 100.000% of principal plus accrued and unpaid interest up to, but excluding, that redemption date.

What conditions apply to PBF Energy’s planned redemption of its 2028 notes?
The redemption of PBF Holding’s 6.00% Senior Notes due 2028 is conditioned on PBF Holding and PBF Finance successfully completing one or more debt financings with aggregate gross proceeds of at least $500.0 million after the date of the redemption notice.

How are PBF Energy’s new 2034 notes being offered to investors?
The 7.25% senior notes due 2034 are offered in a private placement and are expected to be resold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, without registration under the Securities Act or state securities laws.
false00015660110001534504 0001566011 2026-05-26 2026-05-26 0001566011 ck0001566011:PBFENERGYINCMember 2026-05-26 2026-05-26
 
 
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 26, 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 8.01.
Other Events.
On May 26, 2026, PBF Energy Inc. (the “Company”) issued a press release announcing that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”) and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation, as
co-issuers,
priced a private offering to eligible purchasers of $500 million in aggregate principal amount of 7.25% senior unsecured notes due 2034 (the “Notes Offering”). The Notes Offering is expected to close on May 28, 2026, subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 8.01, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering or any other securities of the Company, PBF Holding or PBF Finance Corporation.
 
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No.    Description
99.1    Press Release dated May 26, 2026
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 26, 2026   PBF Energy Inc.
    (Registrant)
    By:  
/s/ Trecia M. Canty
    Name:   Trecia M. Canty
    Title:   Senior Vice President, General Counsel and Secretary
Date:   May 26, 2026   PBF Holding Company LLC
    (Registrant)
    By:  
/s/ Trecia M. Canty
    Name:   Trecia M. Canty
    Title:   Senior Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

PBF Energy Announces Pricing of $500 Million of Senior Notes due 2034

PARSIPPANY, NJ – May 26, 2026 – 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 7.25% senior notes due 2034 (the “Notes”) in a private offering. The offering is expected to close on May 28, 2026, 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 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.

This press release does not constitute a notice of redemption under the indenture governing the 2028 Notes. On May 26, 2026, PBF Holding and PBF Finance issued a notice of conditional optional full redemption for all $801.6 million of the outstanding 2028 Notes at a redemption price equal to 100.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date of June 25, 2026. The redemption of the 2028 Notes is conditioned upon successful completion by PBF Holding and PBF Finance of one or more debt financings with aggregate gross proceeds of no less than $500.0 million after the date of such notice.

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, the proposed redemption, the securities markets generally and the company’s expectations with respect to the closing of the 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

 

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