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Get filing alertsPBF Energy issues $550M of 0% exchangeable notes due 2032 to redeem 7.875% notes due 2030
Filed September 17, 2026 · Period ending September 17, 2026 · ~2 min read
Key Changes
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PBF Holding and PBF Finance issued $550.0 million of 0% exchangeable senior notes due 2032, including full exercise of the initial purchasers' option for an additional $50 million.
Item 1.01 verify on EDGAR → -
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Net proceeds of approximately $533.6 million will fund capped call transactions, redeem in full the outstanding 7.875% senior notes due 2030, and for general corporate purposes.
Item 1.01 verify on EDGAR → -
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Notes are exchangeable into PBF Energy Class A common stock at an initial rate of 10.3306 shares per $1,000 principal amount, implying an exchange price of about $96.80 per share, a premium to the $70.40 last reported sale price on September 14, 2026.
Item 1.01 verify on EDGAR → -
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Capped call transactions have an initial cap price of $123.20 per share, a 75% premium over the $70.40 reference price, to reduce potential dilution from note exchanges.
Item 1.01 verify on EDGAR → -
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PBF Energy agreed to file a shelf registration statement or resale prospectus supplement covering shares issuable upon exchange by December 31, 2026; failure triggers special interest of 0.25% per annum, rising to 0.50% after 90 days.
Item 1.01 verify on EDGAR →
Summary
PBF Energy Inc. disclosed that its subsidiaries PBF Holding Company LLC and PBF Finance Corporation issued $550.0 million aggregate principal amount of 0% Exchangeable Senior Notes due 2032. The offering included the full exercise of the initial purchasers' option for an additional $50 million. The notes carry no regular interest and mature on January 15, 2032.
Net proceeds of approximately $533.6 million will be used to fund capped call transactions, redeem in full the outstanding 7.875% senior unsecured notes due 2030, and for general corporate purposes. This refinancing replaces higher-coupon debt with zero-coupon exchangeable notes, reducing interest expense while introducing potential equity dilution.
Holders may exchange the notes for PBF Energy Class A common stock at an initial rate of 10.3306 shares per $1,000 principal amount, equivalent to an initial exchange price of approximately $96.80 per share. This represents a premium to the last reported sale price of $70.40 per share on September 14, 2026. To mitigate dilution from exchanges, PBF entered into capped call transactions with option counterparties, with an initial cap price of $123.20 per share, a 75% premium over the reference price. The notes were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and resold only to qualified institutional buyers under Rule 144A. A maximum of 7,812,475 shares of common stock may be issued upon exchange, based on the initial maximum exchange rate of 14.2045 shares per $1,000 principal amount, subject to customary anti-dilution adjustments. For retail holders, the key takeaway is a balance-sheet improvement: PBF is replacing 7.875% coupon debt with zero-coupon exchangeable notes, which lowers cash interest costs. However, the exchange feature creates potential future dilution if the stock price rises above the exchange price. The capped call transactions limit that dilution up to $123.20 per share. The company has also committed to registering the underlying shares for resale by December 31, 2026, with financial penalties if it fails to do so. No red flags were identified in the filing.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Notes were issued to the initial purchasers in reliance upon Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering.
PBF Energy issued notes in a private placement exempt from registration under Section 4(a)(2) of the Securities Act. The notes were resold only to qualified institutional buyers under Rule 144A.
Added in current filing · verify on EDGAR →
A maximum of 7,812,475 shares of Common Stock may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 14.2045 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
The notes are convertible into common stock at an initial maximum exchange rate of 14.2045 shares per $1,000 principal amount, implying up to 7,812,475 shares could be issued. The rate is subject to standard anti-dilution adjustments.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 17, 2026 · How we verify