PBF Energy Inc. Begins $500M Exchangeable Notes Offering; Conditional Redemption

What Happened PBF Energy Inc. filed a Form 8-K on September 14, 2026 disclosing that its indirect subsidiary PBF Holding Company LLC and PBF Finance Corporation intend to commence a private offering of $500.0 million aggregate principal amount of senior unsecured exchangeable notes due 2032. PBF Holding says it will use the net proceeds (plus available cash) to fund the full redemption of its outstanding 7.875% Senior Unsecured Notes due 2030 (the “2030 Notes”). On the same date, PBF Holding and PBF Finance issued a conditional optional full redemption notice for all $500 million of the 2030 Notes at a redemption price of 103.938% plus accrued interest, with a conditional redemption date of September 24, 2026. The redemption is conditioned on completion of one or more financings raising at least $500.0 million in gross proceeds. The 8‑K also includes investor materials and a press release as exhibits.

Key Details

• Offering size: $500.0 million aggregate principal amount of senior unsecured exchangeable notes due 2032.
• Target use of proceeds: to redeem in full the outstanding $500.0 million of 7.875% Senior Unsecured Notes due 2030.
• Redemption terms: conditional optional full redemption at 103.938% of principal plus accrued interest; conditional redemption date set for September 24, 2026.
• Condition: redemption depends on successful completion of debt financing(s) with aggregate gross proceeds of at least $500.0 million. The 8‑K itself is not the formal redemption notice.

Why It Matters This filing signals PBF is pursuing a refinancing that would replace its 7.875% 2030 notes with new exchangeable debt due 2032. If completed, the transaction would alter the company’s debt profile and could affect interest costs and maturities; the conditional redemption means holders of the 2030 Notes should watch for a definitive redemption notice and the closing of the new financing. The offering is private to eligible purchasers and the 8‑K includes investor materials and a press release for more details.