PBF Energy Inc. Prices $500M Exchangeable Notes Offering

What Happened

• PBF Energy Inc. announced that its indirect subsidiary, PBF Holding Company LLC, together with PBF Holding’s wholly owned subsidiary PBF Finance Corporation (as co‑issuers), priced a private offering of $500 million aggregate principal amount of 0% senior unsecured exchangeable notes due 2032. The pricing was announced on September 14, 2026, and the offering is expected to close on September 17, 2026, subject to customary closing conditions.
• The initial purchasers have an option to buy up to an additional $50 million of notes for settlement within 13 days after issuance. A press release about the pricing was attached to the 8‑K.

Key Details

• Issuers: PBF Holding Company LLC and PBF Finance Corporation (indirect subsidiaries of PBF Energy Inc.).
• Size: $500 million aggregate principal; additional 13‑day option for up to $50 million.
• Terms: 0% coupon, senior unsecured, exchangeable notes, maturity in 2032.
• Timing: Pricing announced Sept 14, 2026; expected closing Sept 17, 2026, subject to customary conditions.

Why It Matters

• This transaction will provide up to $500 million (plus a possible $50 million) of financing at a 0% coupon to PBF’s holding/finance entities, which can affect the company’s liquidity and capital structure.
• The notes are exchangeable and senior unsecured, so investors should note both the potential equity linkage inherent in exchangeable securities and the unsecured senior debt status of the notes when assessing credit and dilution implications.
• The offering is private and subject to closing conditions; until closing, the issuance is not final.