PBF Energy Inc. and PBF Holding Company LLC filed an 8-K on September 14, 2026, disclosing a planned private offering of $500.0 million in senior unsecured exchangeable notes due 2032 and a conditional notice of full redemption of existing 7.875% Senior Unsecured Notes due 2030.

Key Highlights

  • Notes Offering Size: PBF Holding and PBF Finance Corporation intend to offer $500.0 million in aggregate principal amount of senior unsecured exchangeable notes due 2032.
  • Use of Proceeds: Net proceeds, together with available cash, are intended to fund the full redemption of the outstanding 7.875% Senior Unsecured Notes due 2030.
  • Redemption Price: The 2030 Notes are to be redeemed at 103.938% of aggregate principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.
  • Redemption Date: The conditional optional full redemption of all $500 million of the 2030 Notes is scheduled for September 24, 2026.
  • Condition on Redemption: The redemption is conditioned upon successful completion of one or more debt financings with aggregate gross proceeds of no less than $500.0 million.
  • Exchange and Ticker: PBF Energy Inc. common stock trades on NYSE:PBF.

PBF Holding Launches Refinancing of 7.875% Notes Due 2030

According to the filing, PBF Holding Company LLC and its wholly owned subsidiary PBF Finance Corporation, as co-issuers, announced on September 14, 2026, their intention to commence a private offering of $500.0 million in aggregate principal amount of senior unsecured exchangeable notes due 2032. The filing states the offering is directed to eligible purchasers only, and that neither the 8-K nor any related item constitutes an offer to sell or a solicitation of an offer to buy any of the notes.

The filing discloses that PBF Holding intends to use the net proceeds from the Notes Offering, after transaction fees and expenses, together with available cash, to fund the redemption in full of its outstanding 7.875% Senior Unsecured Notes due 2030. On the same date, PBF Holding and PBF Finance issued a notice of conditional optional full redemption covering all $500 million of the outstanding 2030 Notes. The stated redemption price is 103.938% of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the redemption date of September 24, 2026.

The filing specifies that the redemption of the 2030 Notes is conditioned upon the successful completion of one or more debt financings generating aggregate gross proceeds of no less than $500.0 million. Separately, the company disclosed certain investor information under Item 7.01 (Regulation FD) as Exhibit 99.1, which the filing notes is being furnished, not filed, and accordingly is not subject to liability under Section 18 of the Securities Exchange Act of 1934. The filing was signed by Trecia M. Canty, Senior Vice President, General Counsel and Secretary, on behalf of both registrants.

What Was Disclosed

PBF Holding and PBF Finance announced a $500.0 million private notes offering due 2032, with proceeds intended to fully redeem the existing 7.875% notes due 2030 at a price of 103.938%, subject to the condition that sufficient financing is completed.