PBF Energy Announces Pricing of $500 Million of 0% Exchangeable Notes due 2032

PBF Energy Inc. has successfully priced a private offering of $500 million in aggregate principal amount of 0% exchangeable notes due 2032. The transaction, announced on September 14, 2026, is expected to close on September 17, 2026, subject to customary closing conditions. The notes will be co-issued by PBF Holding Company LLC and PBF Finance Corporation, both of which are subsidiaries of PBF Energy. Additionally, the initial purchasers of the notes have been granted an option to acquire up to an additional $50 million in notes.

The exchangeable notes will not bear regular interest, and the principal amount will not accrete. They will be senior, unsecured obligations of the issuers and will be guaranteed on a senior unsecured basis by certain subsidiaries of PBF Holding. The notes are designed to mature on January 15, 2032, unless repurchased or exchanged earlier. Notably, the initial exchange rate is set at 10.3306 shares of PBF Energy's Class A common stock per $1,000 principal amount of notes, which reflects a premium of approximately 37.5% over the last reported share price prior to the announcement.

PBF Energy operates in the energy sector, focusing primarily on refining and logistics. The issuance of these exchangeable notes is strategically aligned with the company's financial management objectives, providing a mechanism to raise capital while potentially minimizing dilution to existing shareholders. The structure of the notes allows for flexibility, as they can be exchanged for cash or shares of common stock, depending on market conditions and investor preferences. The capped call transactions associated with the offering are expected to mitigate potential dilution from the exchange of notes, reinforcing PBF Energy's commitment to maintaining shareholder value.

The broader market dynamics indicate a growing interest in alternative financing structures within the energy sector, particularly as companies seek to optimize their capital structures in a fluctuating economic environment. The successful pricing of these notes reflects investor confidence in PBF Energy's operational strategy and future growth prospects. As the energy sector continues to navigate challenges related to supply chain disruptions and regulatory changes, innovative financing solutions like these exchangeable notes may become increasingly prevalent.

Overall, the issuance of the exchangeable notes positions PBF Energy to enhance its liquidity while providing investors with an attractive opportunity linked to the company’s equity performance. As the transaction closes and proceeds are utilized, market participants will be closely monitoring the implications for PBF Energy's capital strategy and its ability to capitalize on growth opportunities in the evolving energy landscape.