PBF Energy issued $550.0 million of 0% exchangeable senior notes due 2032, including $50,000,000 from an exercised option, and received approximately $533.6 million net. The proceeds are intended for capped call transactions, full Redemption of its outstanding 7.875% senior unsecured notes due 2030 and general corporate purposes.

Key Highlights

  • The notes carry an initial Exchange Rate of 10.3306 shares per $1,000 principal amount.
  • PBF Energy agreed to pursue a shelf registration statement or resale prospectus supplement by Dec 31, 2026.
  • The securities will mature on Jan 15, 2032, unless exchanged, repurchased or redeemed earlier.

The transaction includes $50,000,000 issued through the full exercise of an option, while net proceeds totaled approximately $533.6 million.

$550.0 Million Note Offering

The securities were issued by PBF Holding Company LLC and PBF Finance Corporation, subsidiaries within PBF Energy (NYSE: PBF)’s structure. The notes are senior unsecured obligations and rank equally with existing and future senior indebtedness, including the asset-based revolving Credit Facility and existing senior notes. They rank ahead of expressly subordinated obligations but behind secured Debt to the extent of Collateral value, and are structurally behind obligations of non-guarantor subsidiaries. The notes carry no regular interest and will not increase through principal accretion. The notes mature on Jan 15, 2032, unless exchanged, repurchased or redeemed earlier. The initial exchange price is approximately $96.80 per share of Class A common stock.