{"success":true,"data":{"pressRelease":{"id":"143208","rtpr_id":"nPn5tvBT7a-20260915","ticker":"PBF","exchange":"NYSE","all_tickers":["PBF"],"title":"PBF Energy Announces Pricing of $500 Million of 0% Exchangeable Notes due 2032","author":"PR Newswire","published_at":"2026-09-15T03:02:36.603Z","article_body":"PBF Energy Announces Pricing of $500 Million of 0% Exchangeable Notes due 2032\nPR Newswire\n\nPARSIPPANY-TROY HILLS, N.J., Sept. 14, 2026\n\nPARSIPPANY-TROY HILLS, N.J., Sept. 14, 2026 /PRNewswire/ -- PBF Energy Inc.\n(NYSE:PBF) (\"PBF Energy\") today announced that its indirect subsidiary, PBF\nHolding Company LLC (\"PBF Holding\"), priced $500 million in aggregate\nprincipal amount of 0% exchangeable notes due 2032 (the \"Notes\") in a private\noffering exempt from registration under the Securities Act of 1933, as amended\n(the \"Securities Act\"). The offering is expected to close on September 17,\n2026, subject to customary closing conditions. The Notes will be co-issued\nby PBF Finance Corporation, a wholly owned subsidiary of PBF Holding\n(together with PBF Holding, the \"Issuers\"). The Issuers also granted the\ninitial purchasers of the Notes an option to purchase, for settlement within a\nperiod of 13 days from, and including, the date the Notes are first issued, up\nto an additional $50 million aggregate principal amount of Notes.\n\nThe Notes will be senior, unsecured obligations of the Issuers. The Notes will\nnot bear regular interest and the principal amount of the Notes will not\naccrete. The Notes will be fully and unconditionally guaranteed, on a senior\nunsecured basis, by certain of PBF Holding's subsidiaries (the \"Guarantors\")\nthat guarantee PBF Holding's existing senior unsecured notes, and will not be\nguaranteed by PBF Energy Inc. The Notes will mature on January 15, 2032,\nunless earlier repurchased, exchanged or redeemed. Noteholders will have the\nright to exchange their Notes in certain circumstances and during specified\nperiods. Exchanges will be settled in cash up to the aggregate principal\namount of the Notes to be exchanged and, if applicable, cash, Class A common\nstock, par value $0.001 per share (\"Common Stock\") of PBF Energy or a\ncombination thereof, at the Issuers' election, in respect of the remainder (if\nany) of the Issuers' exchange obligations in excess of the aggregate principal\namount of the Notes being exchanged.\n\nThe Issuers may not redeem the Notes prior to January 20, 2030, except in the\nevent of a cleanup redemption (as defined below). The Notes will be\nredeemable, in whole or in part (subject to certain limitations), for cash at\nthe Issuers' option at any time, and from time to time, on or after January\n20, 2030 and prior to the 31st scheduled trading day immediately preceding\nthe maturity date of the Notes, but only if the last reported sale price per\nshare of Common Stock has been at least 130% of the exchange price of the\nNotes for a specified period of time and certain other conditions are\nsatisfied. The redemption price will be equal to the principal amount of the\nNotes to be redeemed, plus accrued and unpaid special interest, if any, to,\nbut excluding, the redemption date. The Issuers may also redeem for cash all,\nbut not less than all, of the Notes at any time prior to the 31st scheduled\ntrading day immediately preceding the maturity date, if the principal amount\nof Notes outstanding at such time is less than 10% of the aggregate principal\namount of the Notes initially issued under the indenture (including any\nadditional Notes issued pursuant to the initial purchasers' option) (a\n\"cleanup redemption\").\n\nIf a \"fundamental change\" (as defined in the indenture for the Notes) occurs,\nthen, subject to limited exceptions, noteholders may require the Issuers to\nrepurchase their Notes for cash. The repurchase price will be equal to the\nprincipal amount of the Notes to be repurchased, plus accrued and unpaid\nspecial interest, if any, to, but excluding, the applicable repurchase date.\n\nThe initial exchange rate is 10.3306 shares of Common Stock per $1,000\nprincipal amount of Notes, which represents an initial exchange price of\napproximately $96.80 per share of Common Stock. The initial exchange price\nrepresents a premium of approximately 37.5% above the last reported sale price\nper share of Common Stock on the New York Stock Exchange on September 14,\n2026, which was $70.40 per share. The exchange rate and exchange price will be\nsubject to adjustment upon the occurrence of certain events.\n\nThe holders of the Notes will be entitled to the benefits of a registration\nrights agreement pursuant to which the Issuers and PBF Energy have agreed to\nregister the resale of the shares of Common Stock, if any, deliverable upon\nexchange of the Notes under the Securities Act. The registration rights\nagreement contains significant limitations, and a resale registration\nstatement may not be available at the time investors wish to resell the shares\nof PBF Energy's Common Stock, if any, deliverable upon exchange of their\nNotes.\n\nIn connection with the pricing of the Notes, the Issuers and PBF Energy have\nentered into privately negotiated capped call transactions with one or more of\nthe initial purchasers of the Notes or their respective affiliates or certain\nother financial institutions (the \"option counterparties\"). The capped call\ntransactions cover, subject to anti-dilution adjustments substantially similar\nto those applicable to the Notes, the number of shares of Common Stock\ninitially underlying the Notes. The capped call transactions are expected\ngenerally to reduce the potential dilution to PBF Energy's Common Stock upon\nany exchange of Notes and/or offset any cash payments the Issuers are required\nto make in excess of the principal amount of exchanged Notes, as the case may\nbe, with such reduction and/or offset subject to a cap.\n\nThe cap price of the capped call transactions will initially be $123.20 per\nshare, which represents a premium of 75.0% over the last reported sale price\nof PBF Energy's Common Stock of $70.40 per share on September 14, 2026, and is\nsubject to certain adjustments under the terms of the capped call\ntransactions.\n\nThe Issuers have been advised that, in connection with establishing their\ninitial hedges of the capped call transactions, the option counterparties or\ntheir respective affiliates expect to enter into various derivative\ntransactions with respect to PBF Energy's Common Stock and/or purchase shares\nof PBF Energy's Common Stock or other securities of PBF Energy in secondary\nmarket transactions concurrently with, or shortly after, the pricing of the\nNotes, including with, or from, as the case may be, certain investors in the\nNotes. This activity could increase (or reduce the size of any decrease in)\nthe market price of PBF Energy's Common Stock or the Notes at that time. In\naddition, the Issuers and PBF Energy expect that the option counterparties or\ntheir respective affiliates may modify their hedge positions by entering into\nor unwinding various derivatives with respect to PBF Energy's Common Stock\nand/or purchasing or selling PBF Energy's Common Stock or other securities\nof PBF Energy or the Issuers in secondary market transactions following the\npricing of the Notes and prior to the maturity of the Notes (and are likely to\ndo so (x) during any observation period related to an exchange of Notes,\nfollowing any redemption of Notes by the Issuers or following any repurchase\nof Notes by the Issuers in connection with any fundamental change and (y)\nfollowing any repurchase of the Notes by the Issuers other than in connection\nwith any such redemption or any fundamental change if the Issuers elect to\nunwind a corresponding portion of the capped call transactions in connection\nwith such repurchase). This activity could also cause or avoid an increase or\na decrease in the market price of PBF Energy's Common Stock or the Notes,\nwhich could affect the ability of holders to exchange the Notes, and, to the\nextent the activity occurs during any observation period related to an\nexchange of Notes, it could affect the number of shares of PBF Energy's Common\nStock, if any, and value of the consideration that holders will receive upon\nexchange of the Notes.\n\nThe Issuers estimate that the net proceeds from the offering will be\napproximately $485.0 million (or approximately $533.6 million if the initial\npurchasers fully exercise their option to purchase additional Notes), after\ndeducting the initial purchasers' discounts and commissions and the Issuers'\nestimated offering expenses. The Issuers intend to use $25.2 million of the\nnet proceeds from the offering to pay the cost of the capped call\ntransactions, and the remainder, together with available cash, to fund the\nrepayment or redemption, as applicable, of all of its outstanding 7.875%\nSenior Unsecured Notes due 2030 (the \"2030 Notes\").  If the initial\npurchasers exercise their option to purchase additional Notes, the Issuers\nexpect to use a portion of the proceeds from the sale of the additional Notes\nto enter into additional capped call transactions with the option\ncounterparties, and for general corporate purposes. Pending such use, the\nIssuers may repay other debt and/or invest the net proceeds in short-term,\ninterest-bearing deposit accounts.\n\nThe offer and sale of the Notes, the related guarantees and any shares of PBF\nEnergy's Common Stock deliverable upon exchange of the Notes have not been\nregistered under the Securities Act or any other securities laws, and the\nNotes, such guarantees and any such shares cannot be offered or sold except\npursuant to an exemption from, or in a transaction not subject to, the\nregistration requirements of the Securities Act and any other applicable\nsecurities laws. The Notes and the related guarantees will only be offered and\nsold to persons who are reasonably believed to be \"qualified institutional\nbuyers\" (as defined in Rule 144A under the Securities Act). This press\nrelease does not constitute a notice of repayment or notice of redemption of\nthe 2030 Notes.\n\nThis press release does not constitute an offer to sell, or the solicitation\nof an offer to buy, the Notes, the guarantees or any shares of PBF Energy's\nCommon Stock deliverable upon exchange of the Notes, nor will there be any\nsale of the Notes or the guarantees or any such shares of PBF Energy's Common\nStock, in any state or other jurisdiction in which such offer, sale or\nsolicitation would be unlawful. This press release is being issued pursuant to\nRule 135c under the Securities Act.\n\nForward-Looking Statements\n\nStatements in this press release relating to future plans, results,\nperformance, expectations, achievements and the like are considered\n\"forward-looking statements\" within the meaning of the Private Securities\nLitigation Reform Act of 1995. These forward-looking statements include,\nwithout limitation, the statements regarding the closing of the Notes offering\nand the capped call transactions, the expected use of proceeds, including the\nproposed redemption or repayment of the 2030 Notes and expectations regarding\nthe actions of the option counterparties and their respective affiliates.\nThese forward-looking statements involve known and unknown risks,\nuncertainties and other factors, many of which may be beyond PBF Energy's and\nthe Issuers' control, that may cause actual results to differ materially from\nany future results, performance or achievements expressed or implied by the\nforward-looking statements. Factors and uncertainties that may cause actual\nresults to differ include but are not limited to the risks disclosed in the\nfilings of PBF Energy and PBF Holding with the Securities and Exchange\nCommission. All forward-looking statements speak only as of the date hereof.\nNeither PBF Energy nor PBF Holding undertakes an obligation to revise or\nupdate any forward-looking statements except as may be required by applicable\nsecurities laws.\n\nAbout PBF Energy Inc.\n\nPBF Energy Inc. (NYSE:PBF) is one of the largest independent refiners in North\nAmerica, operating, through its subsidiaries, oil refineries and related\nfacilities in California, Delaware, Louisiana, New Jersey and Ohio. Our\nmission is to operate our facilities in a safe, reliable and environmentally\nresponsible manner, provide employees with a safe and rewarding workplace,\nbecome a positive influence in the communities where we do business, and\nprovide superior returns to our investors.\n\nPBF Energy is also a 50% partner in the St. Bernard Renewables joint venture\nfocused on the production of next generation sustainable fuels.\n\nContacts:\n\nColin Murray (investors)\nir@pbfenergy.com (mailto:ir@pbfenergy.com)\nTel: 973.455.7578\n\nMichael C. Karlovich (media)\nmediarelations@pbfenergy.com (mailto:mediarelations@pbfenergy.com)\nTel: 973.455.8994\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/pbf-energy-announces-pricing-of-500-million-of-0-exchangeable-notes-due-2032-302878347.html\n(https://www.prnewswire.com/news-releases/pbf-energy-announces-pricing-of-500-million-of-0-exchangeable-notes-due-2032-302878347.html)\n\nSOURCE PBF Energy Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1067964/PBF-R-Blu-Logo.jpg?id=OA2948654\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPn5tvBT7a-20260915","title":"PBF Energy Announces Pricing of $500 Million of 0% Exchangeable Notes due 2032","author":"PR Newswire","ticker":"PBF","created":"2026-09-15T03:02:36.603Z","tickers":["PBF"],"exchange":"NYSE","article_body":"PBF Energy Announces Pricing of $500 Million of 0% Exchangeable Notes due 2032\nPR Newswire\n\nPARSIPPANY-TROY HILLS, N.J., Sept. 14, 2026\n\nPARSIPPANY-TROY HILLS, N.J., Sept. 14, 2026 /PRNewswire/ -- PBF Energy Inc.\n(NYSE:PBF) (\"PBF Energy\") today announced that its indirect subsidiary, PBF\nHolding Company LLC (\"PBF Holding\"), priced $500 million in aggregate\nprincipal amount of 0% exchangeable notes due 2032 (the \"Notes\") in a private\noffering exempt from registration under the Securities Act of 1933, as amended\n(the \"Securities Act\"). The offering is expected to close on September 17,\n2026, subject to customary closing conditions. The Notes will be co-issued\nby PBF Finance Corporation, a wholly owned subsidiary of PBF Holding\n(together with PBF Holding, the \"Issuers\"). The Issuers also granted the\ninitial purchasers of the Notes an option to purchase, for settlement within a\nperiod of 13 days from, and including, the date the Notes are first issued, up\nto an additional $50 million aggregate principal amount of Notes.\n\nThe Notes will be senior, unsecured obligations of the Issuers. The Notes will\nnot bear regular interest and the principal amount of the Notes will not\naccrete. The Notes will be fully and unconditionally guaranteed, on a senior\nunsecured basis, by certain of PBF Holding's subsidiaries (the \"Guarantors\")\nthat guarantee PBF Holding's existing senior unsecured notes, and will not be\nguaranteed by PBF Energy Inc. The Notes will mature on January 15, 2032,\nunless earlier repurchased, exchanged or redeemed. Noteholders will have the\nright to exchange their Notes in certain circumstances and during specified\nperiods. Exchanges will be settled in cash up to the aggregate principal\namount of the Notes to be exchanged and, if applicable, cash, Class A common\nstock, par value $0.001 per share (\"Common Stock\") of PBF Energy or a\ncombination thereof, at the Issuers' election, in respect of the remainder (if\nany) of the Issuers' exchange obligations in excess of the aggregate principal\namount of the Notes being exchanged.\n\nThe Issuers may not redeem the Notes prior to January 20, 2030, except in the\nevent of a cleanup redemption (as defined below). The Notes will be\nredeemable, in whole or in part (subject to certain limitations), for cash at\nthe Issuers' option at any time, and from time to time, on or after January\n20, 2030 and prior to the 31st scheduled trading day immediately preceding\nthe maturity date of the Notes, but only if the last reported sale price per\nshare of Common Stock has been at least 130% of the exchange price of the\nNotes for a specified period of time and certain other conditions are\nsatisfied. The redemption price will be equal to the principal amount of the\nNotes to be redeemed, plus accrued and unpaid special interest, if any, to,\nbut excluding, the redemption date. The Issuers may also redeem for cash all,\nbut not less than all, of the Notes at any time prior to the 31st scheduled\ntrading day immediately preceding the maturity date, if the principal amount\nof Notes outstanding at such time is less than 10% of the aggregate principal\namount of the Notes initially issued under the indenture (including any\nadditional Notes issued pursuant to the initial purchasers' option) (a\n\"cleanup redemption\").\n\nIf a \"fundamental change\" (as defined in the indenture for the Notes) occurs,\nthen, subject to limited exceptions, noteholders may require the Issuers to\nrepurchase their Notes for cash. The repurchase price will be equal to the\nprincipal amount of the Notes to be repurchased, plus accrued and unpaid\nspecial interest, if any, to, but excluding, the applicable repurchase date.\n\nThe initial exchange rate is 10.3306 shares of Common Stock per $1,000\nprincipal amount of Notes, which represents an initial exchange price of\napproximately $96.80 per share of Common Stock. The initial exchange price\nrepresents a premium of approximately 37.5% above the last reported sale price\nper share of Common Stock on the New York Stock Exchange on September 14,\n2026, which was $70.40 per share. The exchange rate and exchange price will be\nsubject to adjustment upon the occurrence of certain events.\n\nThe holders of the Notes will be entitled to the benefits of a registration\nrights agreement pursuant to which the Issuers and PBF Energy have agreed to\nregister the resale of the shares of Common Stock, if any, deliverable upon\nexchange of the Notes under the Securities Act. The registration rights\nagreement contains significant limitations, and a resale registration\nstatement may not be available at the time investors wish to resell the shares\nof PBF Energy's Common Stock, if any, deliverable upon exchange of their\nNotes.\n\nIn connection with the pricing of the Notes, the Issuers and PBF Energy have\nentered into privately negotiated capped call transactions with one or more of\nthe initial purchasers of the Notes or their respective affiliates or certain\nother financial institutions (the \"option counterparties\"). The capped call\ntransactions cover, subject to anti-dilution adjustments substantially similar\nto those applicable to the Notes, the number of shares of Common Stock\ninitially underlying the Notes. The capped call transactions are expected\ngenerally to reduce the potential dilution to PBF Energy's Common Stock upon\nany exchange of Notes and/or offset any cash payments the Issuers are required\nto make in excess of the principal amount of exchanged Notes, as the case may\nbe, with such reduction and/or offset subject to a cap.\n\nThe cap price of the capped call transactions will initially be $123.20 per\nshare, which represents a premium of 75.0% over the last reported sale price\nof PBF Energy's Common Stock of $70.40 per share on September 14, 2026, and is\nsubject to certain adjustments under the terms of the capped call\ntransactions.\n\nThe Issuers have been advised that, in connection with establishing their\ninitial hedges of the capped call transactions, the option counterparties or\ntheir respective affiliates expect to enter into various derivative\ntransactions with respect to PBF Energy's Common Stock and/or purchase shares\nof PBF Energy's Common Stock or other securities of PBF Energy in secondary\nmarket transactions concurrently with, or shortly after, the pricing of the\nNotes, including with, or from, as the case may be, certain investors in the\nNotes. This activity could increase (or reduce the size of any decrease in)\nthe market price of PBF Energy's Common Stock or the Notes at that time. In\naddition, the Issuers and PBF Energy expect that the option counterparties or\ntheir respective affiliates may modify their hedge positions by entering into\nor unwinding various derivatives with respect to PBF Energy's Common Stock\nand/or purchasing or selling PBF Energy's Common Stock or other securities\nof PBF Energy or the Issuers in secondary market transactions following the\npricing of the Notes and prior to the maturity of the Notes (and are likely to\ndo so (x) during any observation period related to an exchange of Notes,\nfollowing any redemption of Notes by the Issuers or following any repurchase\nof Notes by the Issuers in connection with any fundamental change and (y)\nfollowing any repurchase of the Notes by the Issuers other than in connection\nwith any such redemption or any fundamental change if the Issuers elect to\nunwind a corresponding portion of the capped call transactions in connection\nwith such repurchase). This activity could also cause or avoid an increase or\na decrease in the market price of PBF Energy's Common Stock or the Notes,\nwhich could affect the ability of holders to exchange the Notes, and, to the\nextent the activity occurs during any observation period related to an\nexchange of Notes, it could affect the number of shares of PBF Energy's Common\nStock, if any, and value of the consideration that holders will receive upon\nexchange of the Notes.\n\nThe Issuers estimate that the net proceeds from the offering will be\napproximately $485.0 million (or approximately $533.6 million if the initial\npurchasers fully exercise their option to purchase additional Notes), after\ndeducting the initial purchasers' discounts and commissions and the Issuers'\nestimated offering expenses. The Issuers intend to use $25.2 million of the\nnet proceeds from the offering to pay the cost of the capped call\ntransactions, and the remainder, together with available cash, to fund the\nrepayment or redemption, as applicable, of all of its outstanding 7.875%\nSenior Unsecured Notes due 2030 (the \"2030 Notes\").  If the initial\npurchasers exercise their option to purchase additional Notes, the Issuers\nexpect to use a portion of the proceeds from the sale of the additional Notes\nto enter into additional capped call transactions with the option\ncounterparties, and for general corporate purposes. Pending such use, the\nIssuers may repay other debt and/or invest the net proceeds in short-term,\ninterest-bearing deposit accounts.\n\nThe offer and sale of the Notes, the related guarantees and any shares of PBF\nEnergy's Common Stock deliverable upon exchange of the Notes have not been\nregistered under the Securities Act or any other securities laws, and the\nNotes, such guarantees and any such shares cannot be offered or sold except\npursuant to an exemption from, or in a transaction not subject to, the\nregistration requirements of the Securities Act and any other applicable\nsecurities laws. The Notes and the related guarantees will only be offered and\nsold to persons who are reasonably believed to be \"qualified institutional\nbuyers\" (as defined in Rule 144A under the Securities Act). This press\nrelease does not constitute a notice of repayment or notice of redemption of\nthe 2030 Notes.\n\nThis press release does not constitute an offer to sell, or the solicitation\nof an offer to buy, the Notes, the guarantees or any shares of PBF Energy's\nCommon Stock deliverable upon exchange of the Notes, nor will there be any\nsale of the Notes or the guarantees or any such shares of PBF Energy's Common\nStock, in any state or other jurisdiction in which such offer, sale or\nsolicitation would be unlawful. This press release is being issued pursuant to\nRule 135c under the Securities Act.\n\nForward-Looking Statements\n\nStatements in this press release relating to future plans, results,\nperformance, expectations, achievements and the like are considered\n\"forward-looking statements\" within the meaning of the Private Securities\nLitigation Reform Act of 1995. These forward-looking statements include,\nwithout limitation, the statements regarding the closing of the Notes offering\nand the capped call transactions, the expected use of proceeds, including the\nproposed redemption or repayment of the 2030 Notes and expectations regarding\nthe actions of the option counterparties and their respective affiliates.\nThese forward-looking statements involve known and unknown risks,\nuncertainties and other factors, many of which may be beyond PBF Energy's and\nthe Issuers' control, that may cause actual results to differ materially from\nany future results, performance or achievements expressed or implied by the\nforward-looking statements. Factors and uncertainties that may cause actual\nresults to differ include but are not limited to the risks disclosed in the\nfilings of PBF Energy and PBF Holding with the Securities and Exchange\nCommission. All forward-looking statements speak only as of the date hereof.\nNeither PBF Energy nor PBF Holding undertakes an obligation to revise or\nupdate any forward-looking statements except as may be required by applicable\nsecurities laws.\n\nAbout PBF Energy Inc.\n\nPBF Energy Inc. (NYSE:PBF) is one of the largest independent refiners in North\nAmerica, operating, through its subsidiaries, oil refineries and related\nfacilities in California, Delaware, Louisiana, New Jersey and Ohio. Our\nmission is to operate our facilities in a safe, reliable and environmentally\nresponsible manner, provide employees with a safe and rewarding workplace,\nbecome a positive influence in the communities where we do business, and\nprovide superior returns to our investors.\n\nPBF Energy is also a 50% partner in the St. Bernard Renewables joint venture\nfocused on the production of next generation sustainable fuels.\n\nContacts:\n\nColin Murray (investors)\nir@pbfenergy.com (mailto:ir@pbfenergy.com)\nTel: 973.455.7578\n\nMichael C. Karlovich (media)\nmediarelations@pbfenergy.com (mailto:mediarelations@pbfenergy.com)\nTel: 973.455.8994\n\nView original content to download\nmultimedia:https://www.prnewswire.com/news-releases/pbf-energy-announces-pricing-of-500-million-of-0-exchangeable-notes-due-2032-302878347.html\n(https://www.prnewswire.com/news-releases/pbf-energy-announces-pricing-of-500-million-of-0-exchangeable-notes-due-2032-302878347.html)\n\nSOURCE PBF Energy Inc.\n\n\n\nPhoto: \nhttps://mmx.prnewswire.com/media/MS1067964/PBF-R-Blu-Logo.jpg?id=OA2948654\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-09-15T03:02:36.650533044Z","server_sent_at_ms":1789441356650},"received_at":"2026-09-15T03:02:36.709Z","source_url":"https://www.prnewswire.com/news-releases/pbf-energy-announces-pricing-of-500-million-of-0-exchangeable-notes-due-2032-302878347.html"},"analysis":{"id":"132040","press_release_id":"143208","analysis_json":{"industry":{"label":"Oil, Gas & Consumable Fuels","sector":"Energy"},"redFlags":["notes are obligations of PBF Holding/PBF Finance and are not guaranteed by parent PBF Energy Inc.","potential Class A share issuance upon exchange, with capped call protection ending above the $123.20 cap price","option counterparties are expected to hedge via stock and derivative transactions, which could move PBF shares around pricing and during exchange observation periods"],"eventType":"debt_offering","narrative":"PBF Energy's indirect subsidiary PBF Holding priced $500 million of 0% exchangeable senior unsecured notes due January 15, 2032 in a Rule 144A private offering, with an initial purchasers' option for up to $50 million more; closing is expected September 17, 2026.\n\nThe notes carry an initial exchange price of about $96.80 per share -- a 37.5% premium to PBF's $70.40 close on September 14 -- and the company paid $25.2 million for capped call transactions with a $123.20 cap price (a 75% premium) to reduce potential dilution upon exchange.\n\nEstimated net proceeds are $485.0 million, or $533.6 million if the option is fully exercised; $25.2 million funds the capped calls and the remainder, together with available cash, will fund the repayment or redemption of all outstanding 7.875% Senior Unsecured Notes due 2030.\n\nThe trade swaps high-coupon debt for zero-coupon equity-linked paper, cutting cash interest expense while capping dilution -- clean liability management for the mid-cap refiner.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Zero-coupon exchangeable refi retires 7.875% 2030 notes -- meaningful interest savings with dilution capped at a 75% premium."},"keyFigures":{"dealValueUsd":500000000,"customDimensions":{"coupon":"0%","maturity":"January 15, 2032","net_proceeds":"$485.0 million","exchange_rate":"10.3306 shares per $1,000 principal amount","exchange_price":"$96.80 per share","expected_close":"September 17, 2026","capped_call_cost":"$25.2 million","exchange_premium":"approximately 37.5% over $70.40 close on September 14, 2026","principal_amount":"$500 million","refinanced_notes":"7.875% Senior Unsecured Notes due 2030","purchasers_option":"up to an additional $50 million","capped_call_cap_price":"$123.20 per share (75.0% premium)","net_proceeds_full_option":"$533.6 million"}},"namedEntities":{"people":[],"products":[],"companies":[{"name":"PBF Energy Inc.","ticker":"PBF","relationship":"filer / parent whose Class A stock is deliverable upon exchange"},{"name":"PBF Holding Company LLC","relationship":"indirect subsidiary and co-issuer of the notes"},{"name":"PBF Finance Corporation","relationship":"co-issuer, wholly owned subsidiary of PBF Holding"},{"name":"St. Bernard Renewables","relationship":"50/50 joint venture partner of PBF Energy"}],"dollarAmounts":[{"amount":"$500 million","context":"aggregate principal amount of 0% exchangeable notes due 2032"},{"amount":"$50 million","context":"initial purchasers' option to purchase additional notes"},{"amount":"$485.0 million","context":"estimated net proceeds after discounts and expenses"},{"amount":"$533.6 million","context":"estimated net proceeds if purchasers' option fully exercised"},{"amount":"$25.2 million","context":"cost of capped call transactions"},{"amount":"$96.80","context":"initial exchange price per share of Common Stock"},{"amount":"$70.40","context":"PBF last reported sale price on NYSE on September 14, 2026"},{"amount":"$123.20","context":"cap price of capped call transactions"}]},"materialImpact":{"score":3,"reasoning":"PBF Holding priced $500M of 0% exchangeable notes due 2032 to redeem all outstanding 7.875% Senior Unsecured Notes due 2030 -- a meaningful refinancing that cuts cash interest expense, but a capital-structure event rather than a market-moving catalyst. Dilution risk is capped by $25.2M of capped call transactions."},"tickerRelevance":{"others":[],"primary":"PBF"},"globalImportance":33,"audienceRelevance":28,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"$500M zero-coupon exchangeable notes refinancing 7.875% 2030 notes","sectorWeight":"independent refining (Energy)","dilutionMitigation":"capped calls with $123.20 cap price","capitalStructureImpact":"extends maturity and cuts cash interest cost; subsidiary-level obligation without parent guarantee"}},"event_type":"debt_offering","event_type_secondary":null,"sentiment":"bullish","material_impact_score":3,"narrative":"PBF Energy's indirect subsidiary PBF Holding priced $500 million of 0% exchangeable senior unsecured notes due January 15, 2032 in a Rule 144A private offering, with an initial purchasers' option for up to $50 million more; closing is expected September 17, 2026.\n\nThe notes carry an initial exchange price of about $96.80 per share -- a 37.5% premium to PBF's $70.40 close on September 14 -- and the company paid $25.2 million for capped call transactions with a $123.20 cap price (a 75% premium) to reduce potential dilution upon exchange.\n\nEstimated net proceeds are $485.0 million, or $533.6 million if the option is fully exercised; $25.2 million funds the capped calls and the remainder, together with available cash, will fund the repayment or redemption of all outstanding 7.875% Senior Unsecured Notes due 2030.\n\nThe trade swaps high-coupon debt for zero-coupon equity-linked paper, cutting cash interest expense while capping dilution -- clean liability management for the mid-cap refiner.","key_figures":{"dealValueUsd":500000000,"customDimensions":{"coupon":"0%","maturity":"January 15, 2032","net_proceeds":"$485.0 million","exchange_rate":"10.3306 shares per $1,000 principal amount","exchange_price":"$96.80 per share","expected_close":"September 17, 2026","capped_call_cost":"$25.2 million","exchange_premium":"approximately 37.5% over $70.40 close on September 14, 2026","principal_amount":"$500 million","refinanced_notes":"7.875% Senior Unsecured Notes due 2030","purchasers_option":"up to an additional $50 million","capped_call_cap_price":"$123.20 per share (75.0% premium)","net_proceeds_full_option":"$533.6 million"}},"named_entities":{"people":[],"products":[],"companies":[{"name":"PBF Energy Inc.","ticker":"PBF","relationship":"filer / parent whose Class A stock is deliverable upon exchange"},{"name":"PBF Holding Company LLC","relationship":"indirect subsidiary and co-issuer of the notes"},{"name":"PBF Finance Corporation","relationship":"co-issuer, wholly owned subsidiary of PBF Holding"},{"name":"St. Bernard Renewables","relationship":"50/50 joint venture partner of PBF Energy"}],"dollarAmounts":[{"amount":"$500 million","context":"aggregate principal amount of 0% exchangeable notes due 2032"},{"amount":"$50 million","context":"initial purchasers' option to purchase additional notes"},{"amount":"$485.0 million","context":"estimated net proceeds after discounts and expenses"},{"amount":"$533.6 million","context":"estimated net proceeds if purchasers' option fully exercised"},{"amount":"$25.2 million","context":"cost of capped call transactions"},{"amount":"$96.80","context":"initial exchange price per share of Common Stock"},{"amount":"$70.40","context":"PBF last reported sale price on NYSE on September 14, 2026"},{"amount":"$123.20","context":"cap price of capped call transactions"}]},"model_name":"glm-5.3-flash","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-09-15T03:03:36.150Z","global_importance":33,"audience_relevance":28,"importance_components":{"tickerTier":"mid-cap","eventGravity":"$500M zero-coupon exchangeable notes refinancing 7.875% 2030 notes","sectorWeight":"independent refining (Energy)","dilutionMitigation":"capped calls with $123.20 cap price","capitalStructureImpact":"extends maturity and cuts cash interest cost; subsidiary-level obligation without parent guarantee"}},"durationMs":59427,"modelName":"glm-5.3-flash"}}