Parsippany-Troy Hills, N.J. – September 17, 2026 -- PBF Energy Inc.'s subsidiary PBF Holding Company LLC has priced $500 million in 0% exchangeable notes due 2032, with net proceeds earmarked largely to retire its existing 7.875% Senior Unsecured Notes due 2030.
PBF Holding sets zero-coupon terms with 37.5% exchange premium
The notes, co-issued with PBF Finance Corporation, carry no regular interest and will not accrete in principal. The initial exchange price is approximately $96.80 per share, a 37.5% premium over PBF Energy's $70.40 closing share price on the New York Stock Exchange on September 14, 2026. Initial purchasers hold an option to buy up to $50 million in additional notes within 13 days of issuance.
Deal closes September 17 as issuers target debt refinancing
The offering, conducted as a private placement under Rule 144A to qualified institutional buyers, is expected to close on September 17, 2026. The notes mature January 15, 2032 and are senior unsecured obligations guaranteed by certain PBF Holding subsidiaries that back its existing senior notes — but not by parent PBF Energy Inc.
Net proceeds of $485 million target 2030 note redemption
The issuers estimate net proceeds of approximately $485.0 million, rising to $533.6 million if the option for additional notes is fully exercised. Of this, $25.2 million will fund capped call transactions, with the remainder — combined with available cash — used to repay or redeem all outstanding 2030 Notes.
Capped call structure caps dilution at $123.20 per share
PBF Energy and the issuers have entered into capped call transactions with option counterparties to limit potential equity dilution or offset cash payment obligations upon exchange. The cap price is set at $123.20 per share, a 75.0% premium over the September 14 closing price.
Redemption restricted until 2030, subject to price triggers
The issuers cannot redeem the notes before January 20, 2030, except through a cleanup redemption if outstanding principal falls below 10% of the original issuance. After that date, cash redemption is permitted only if PBF Energy's share price sustains at least 130% of the exchange price for a specified period. Noteholders may also force repurchase in cash if a "fundamental change" occurs under the indenture.