PBF Energy prices $500M in zero-coupon exchangeable notes due 2032

PBF Energy Inc. (NYSE: PBF) announced that its indirect subsidiary, PBF Holding Company LLC, has priced $500 million in aggregate principal amount of 0% exchangeable notes due January 15, 2032, in a private offering. The offering is expected to close on September 17, 2026, subject to customary closing conditions.

The notes, co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding, will be senior unsecured obligations and will not bear regular interest. Initial purchasers were also granted an option to purchase up to an additional $50 million in aggregate principal amount of notes within 13 days of issuance.

The initial exchange rate is set at 10.3306 shares of PBF Energy Class A common stock per $1,000 principal amount, representing an exchange price of approximately $96.80 per share. That price reflects a premium of approximately 37.5% above PBF Energy's closing stock price of $70.40 on September 14, 2026.

The issuers estimate net proceeds of approximately $485.0 million, or approximately $533.6 million if the initial purchasers fully exercise their option. PBF Holding plans to use $25.2 million of the proceeds to fund capped call transactions, with the remainder allocated toward repaying or redeeming all outstanding 7.875% Senior Unsecured Notes due 2030.

The capped call transactions carry an initial cap price of $123.20 per share, representing a 75% premium over the September 14, 2026 closing price. These transactions are intended to reduce potential dilution to PBF Energy common stock upon any exchange of notes.

The notes will not be redeemable before January 20, 2030, except under a cleanup redemption provision. After that date, redemption is permitted if PBF Energy's stock price reaches at least 130% of the exchange price for a specified period.

The notes are being offered only to qualified institutional buyers under Rule 144A and have not been registered under the Securities Act of 1933.

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