PBF Energy announced that its indirect subsidiary PBF Holding Company LLC priced $500 million in aggregate principal amount of 0% exchangeable notes due 2032 in a private offering exempt from registration. The notes, co-issued by PBF Finance Corporation, are senior unsecured obligations that pay no regular interest, mature on January 15, 2032, and carry an initial exchange rate of 10.3306 shares of PBF Energy Class A common stock per $1,000 principal amount, equal to an initial exchange price of approximately $96.80 per share, a premium of approximately 37.5% over the $70.40 closing price on September 14, 2026. The offering is expected to close on September 17, 2026, and the issuers granted the initial purchasers an option to buy up to an additional $50 million in aggregate principal amount of notes. Net proceeds are estimated at approximately $485.0 million, or approximately $533.6 million if the option is fully exercised, with $25.2 million earmarked to pay the cost of capped call transactions and the remainder, plus available cash, used to fund the repayment or redemption of all outstanding 7.875% Senior Unsecured Notes due 2030. The capped call transactions have an initial cap price of $123.20 per share, a premium of 75.0% over the September 14, 2026 closing price.
PBF Energy IncPBF Energy priced $500M of 0% exchangeable notes and will use proceeds plus cash to repay/redemption its 7.875% senior notes due 2030, lowering interest costs.
PBF Finance Corporation co-issues the $500M 0% exchangeable notes, a financing event for the PBF subsidiary.
