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Get filing alertsPBF Energy launches $500M notes offering to refinance 2028 debt at par
Filed May 26, 2026 · Period ending May 26, 2026 · ~1 min read
Key Changes
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PBF is offering $500M in new senior unsecured notes due 2034 through a private placement to eligible institutional investors.
Item 8.01 verify on EDGAR → -
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Proceeds will refinance all $801.6M of existing 6.00% Senior Notes due 2028, which PBF has conditionally called for redemption at par on June 25, 2026.
Item 8.01 verify on EDGAR → -
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The 2028 notes redemption is contingent on PBF successfully closing at least $500M in new debt financing; if the offering fails, the redemption will not proceed.
Item 8.01 verify on EDGAR → -
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PBF disclosed investor materials under Regulation FD in connection with the offering, ensuring all investors receive the same information simultaneously.
Item 7.01 verify on EDGAR →
Summary
PBF Energy is refinancing its balance sheet by issuing $500 million in new 2034 notes to replace $801.6 million of existing 6.00% notes due in 2028. The company has issued a conditional redemption notice to call the 2028 notes at par (no premium) on June 25, 2026, contingent on successfully closing the new offering.
This is a straightforward debt refinancing that extends maturity and likely reduces interest costs, though the new coupon rate has not been disclosed. For retail investors, this transaction matters because it pushes out near-term debt maturities and may improve PBF's interest expense profile if the new notes carry a lower rate than 6.00%.
The company will use both the new debt proceeds and available cash to cover the full $801.6 million redemption, suggesting adequate liquidity. The key risk is execution: if the $500M offering fails to close, the redemption will not proceed and PBF will retain the 2028 notes. Watch for the final terms of the 2034 notes, particularly the coupon rate, which will determine whether this refinancing meaningfully reduces interest expense. Also monitor whether the offering closes successfully by late June.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with the Notes Offering (as defined below), PBF Energy Inc. (the “Company”) and its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), are disclosing certain information regarding PBF Energy and PBF Holding, and PBF Energy and PBF Holding are disclosing under this Item 7.01 of this Current Report on Form 8-K such information in Exhibit 99.1 hereto, which is incorporated herein by reference.
PBF Energy and its subsidiary PBF Holding are disclosing information in connection with a notes offering. The specific details are contained in Exhibit 99.1, which is incorporated by reference. This is a Regulation FD disclosure, meaning the company is providing material information to all investors simultaneously to comply with fair disclosure rules.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company or PBF Holding under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
The company clarifies that this information is being "furnished" rather than "filed," which is a technical distinction under SEC rules. Furnished information is not subject to certain liability provisions and will not automatically be incorporated into other SEC filings unless specifically referenced. This is standard practice for Regulation FD disclosures.
Event · Item 8.01 — Other Events
PBF Energy announced a $500M senior notes offering to refinance its 2028 notes, with conditional redemption notice issued for $801.6M outstanding.
Added in current filing · verify on EDGAR →
On May 26, 2026, the Company announced that PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (“PBF Finance”), as co-issuers, intend to commence a private offering of $500.0 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes Offering”) to eligible purchasers.
PBF Holding and PBF Finance are launching a private offering of $500 million in senior unsecured notes maturing in 2034. This is a debt financing transaction to raise capital from eligible institutional investors.
Added in current filing · verify on EDGAR →
PBF Holding intends to use the net proceeds (after transaction fees and expenses) from the Notes Offering and available cash, to fund the redemption in full of its outstanding 6.00% Senior Notes due 2028 (the “2028 Notes”).
The company plans to use proceeds from the new notes offering, combined with available cash, to fully redeem its existing 6.00% Senior Notes due 2028. This is a refinancing transaction that will replace higher-cost 2028 debt with new 2034 debt.
Added in current filing · verify on EDGAR →
On May 26, 2026, PBF Holding and PBF Finance issued a notice of conditional optional full redemption for all $801.6 million of the outstanding 2028 Notes at a redemption price equal to 100.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date of June 25, 2026.
PBF issued a conditional notice to redeem all $801.6 million of its 2028 Notes at par (100% of principal) plus accrued interest, with a redemption date of June 25, 2026. The redemption will occur at face value without any premium.
Added in current filing · verify on EDGAR →
The redemption of the 2028 Notes is conditioned upon successful completion by PBF Holding and PBF Finance of one or more debt financings with aggregate gross proceeds of no less than $500.0 million after the date of such notice.
The redemption of the 2028 Notes is contingent on PBF successfully completing debt financing(s) that raise at least $500 million in gross proceeds. If the financing does not close, the redemption will not proceed.
Event · Item 9.01 — Financial Statements and Exhibits
PBF Energy filed exhibits related to a notes offering, including investor information and a press release dated May 26, 2026.
Added in current filing · verify on EDGAR →
Certain information provided to investors in connection with the Notes Offering.
PBF Energy disclosed a notes offering by filing investor materials and a press release. The 8-K does not provide details on the offering size, terms, or purpose within the body text itself — those details would be in the attached exhibits. This is a routine financing disclosure.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 28, 2026 · How we verify