PBF Energy Inc. Form 8-K Filing

PBF Energy Inc. (PBF) announced on September 17, 2026, that its subsidiary, PBF Holding Company LLC, issued $550 million in aggregate principal amount of 0% Exchangeable Senior Notes due 2032. The net proceeds of approximately $533.6 million will be used to fund capped call transactions, redeem outstanding 7.875% senior unsecured notes due 2030, and for general corporate purposes. The notes are guaranteed by various PBF subsidiaries and are senior unsecured obligations. They mature on January 15, 2032, with provisions for exchange under certain conditions, including specific stock price thresholds and corporate events. The company has also entered into a registration rights agreement and capped call transactions to manage potential dilution from the exchange of notes. The issuance was conducted as a private placement under Rule 144A.