PBF Energy Inc. 8-K

What Happened

• On May 28, 2026, PBF Holding Company LLC and its wholly owned subsidiary PBF Finance Corporation issued $500.0 million aggregate principal of 7.250% senior notes due June 1, 2034 under an indenture. The initial purchasers bought the notes in a private placement under Rule 144A and Regulation S.
• The Issuers received approximately $492.7 million of net proceeds and intend to use those proceeds (together with available cash) to redeem in full the outstanding 6.00% senior unsecured notes due 2028. Wilmington Trust, N.A. is trustee and Deutsche Bank Trust Company Americas serves as paying agent/registrar.

Key Details

• Principal/Rate/Maturity: $500.0M of 7.250% senior notes, interest paid semi‑annually on June 1 and December 1, beginning December 1, 2026; maturity June 1, 2034.
• Guarantees & Ranking: Notes are guaranteed by multiple PBF subsidiaries (including major refining and services affiliates). They are senior unsecured obligations that rank equal with the Issuers’ and Guarantors’ other senior indebtedness and senior to any subordinated debt; they are effectively subordinated to secured debt and structurally subordinated to obligations of non‑guarantor subsidiaries.
• Redemption/Put Rights: Prior to June 1, 2029, the Issuers may redeem up to 40% of the notes from certain equity proceeds at 107.25%; make‑whole redemptions are permitted before June 1, 2029; full/partial redemptions permitted on or after June 1, 2029 at specified prices. On a change of control with a ratings decline, holders can require purchase at 101% plus accrued interest.
• Covenants: The indenture contains customary covenants for non‑investment grade debt (limits on incurrence of additional debt, dividends/repatriations, liens, affiliate transactions, etc.), subject to exceptions and possible termination on certain events (e.g., achieving an investment‑grade rating).

Why It Matters

• This transaction extends PBF’s funded debt maturity profile by replacing the 2028 notes with longer‑dated 2034 notes, locking in financing through mid‑2034. The new notes carry a higher coupon (7.25% vs. the 6.00% on the 2028 notes being redeemed), which affects future cash interest obligations on this portion of the capital structure.
• The notes are unsecured and rank alongside other senior debt, and remain subordinated to any secured borrowings and to obligations of non‑guarantor subsidiaries—important for creditors’ recovery priorities. Investors should note the net proceeds, redemption mechanics, and covenant structure as they assess PBF’s leverage and interest expense profile going forward.

Exhibits to the 8‑K include the form of the Indenture and the Notes (filed with the report).