PBF issues $550 million of 0% exchangeable notes due 2032 after buyers take the full option

PBF Holding Company LLC and its subsidiary PBF Finance Corporation issued $550.0 million of 0% exchangeable senior notes due 2032 on September 17, 2026, including $50 million from the full exercise of the initial purchasers’ option. Net proceeds were about $533.6 million after the buyers’ discount and estimated offering expenses. The parent, PBF Energy Inc. (NYSE: PBF), is a party to the indenture and the stock the notes can exchange into. It is not a guarantor. (Form 8-K AccNo 0001193125-26-394108)

Issued, not proposed

This is a completed private placement under Rule 144A, reported in Item 1.01. Exhibit 10.1, the registration rights agreement, recites a purchase agreement dated September 14, 2026, with Wells Fargo Securities, LLC as representative of the initial purchasers. The indenture is dated September 17. The notes mature on January 15, 2032, unless exchanged, repurchased or redeemed earlier. U.S. Bank Trust Company, National Association is trustee.

The notes pay no regular interest, and the principal does not accrete. Special interest, if any, is capped at 0.50% a year, and only if the issuers elect it as the remedy for certain SEC reporting failures or if PBF Energy misses specified registration-rights duties. A registration default specifically costs 0.25% a year through the 90th day and 0.50% after that.

The initial exchange rate is 10.3306 shares of PBF Energy Class A common stock per $1,000 principal, which Item 1.01 calls an initial exchange price of about $96.80. Item 3.02 says a maximum of 7,812,475 shares may be issued on exchange, using an initial maximum exchange rate of 14.2045 shares per $1,000, before anti-dilution adjustments. On exchange, the issuers pay cash up to principal and may settle any value above principal in cash, shares, or a combination.

Before October 15, 2031, holders may exchange only in specified cases: a stock-price test starting with the quarter after September 30, 2026, a trading-price test, a redemption, or certain corporate events. From October 15, 2031 until the second scheduled trading day before maturity, exchange is at the holder’s option.

The 2030 notes are a plan, not a completed call

The company says it intends to use the net proceeds to pay for the capped calls, to redeem in full the issuers’ outstanding 7.875% senior unsecured notes due 2030, and for general corporate purposes. This 8-K does not state the principal still outstanding on those 2030 notes, or what the capped calls cost. Until those amounts are disclosed, the proceeds figure is not a measure of cash left over.

The capped calls were entered with the pricing and with the option exercise. They cover, subject to similar anti-dilution terms, the shares initially underlying the notes. They are expected to reduce dilution, or to offset cash payable above principal, up to a cap. The initial cap price is $123.20 a share, which the 8-K describes as a 75% premium to the last reported sale price of $70.40 on September 14, 2026. The capped calls are separate contracts. Holders of the notes have no rights under them. The filing also says the counterparties’ hedging, around pricing and later, could move the common stock or the notes. That is the company’s description of possible trading, not a report of where the shares closed.

Who owes the money

The notes and the guarantees are senior unsecured obligations. They rank equally with the issuers’ existing and future senior debt, including the asset-based revolving credit facility and the existing senior notes, and they are effectively behind secured debt to the value of the collateral. They are structurally behind obligations of subsidiaries that do not guarantee.

The initial guarantors are PBF Services Company LLC, PBF Investments LLC, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, PBF International Inc., Chalmette Refining, L.L.C., Torrance Refining Company LLC, PBF Energy Western Region LLC and Martinez Refining Company LLC. Those entities also guarantee the existing senior notes. Besides the 7.875% issue due 2030, that stack includes 9.875% senior notes due 2030 and 7.250% senior notes due 2034. PBF Energy and its subsidiaries other than the issuers and certain of their subsidiaries do not guarantee the new notes and are not obligors on them.

The issuers cannot redeem before January 20, 2030, except in a cleanup redemption if less than 10% of the notes initially issued, including the option notes, remain outstanding. On or after that date they may redeem at par plus any special interest if the stock has traded at least 130% of the then exchange price for at least 20 trading days in a 30-day window. If a fundamental change occurs, as the indenture defines it, holders may put the notes for cash at par. PBF Energy agreed to file a shelf registration statement, or a resale prospectus supplement, by December 31, 2026, covering shares that may be delivered on exchange.

Item 1.01 says this description is qualified by the indenture filed as Exhibit 4.1, the form of note inside that exhibit, the registration rights agreement, and the form of capped call confirmation. The economics above are the ones the 8-K prints.