PBF Holding sells $550 million zero-coupon exchangeable notes due 2032
Proceeds will retire the company's 7.875% notes due 2030 and fund capped call transactions meant to limit share dilution
Published
PBF Holding Company, a subsidiary of PBF Energy, has entered into an indenture for $550.0 million of 0% exchangeable senior notes due 2032. The notes were sold in a private placement on September 17, 2026, and include the full exercise of a $50 million option by initial purchasers.
Net proceeds of about $533.6 million will go toward capped call transactions and to redeem in full the issuers' outstanding 7.875% senior unsecured notes due 2030. Any remaining funds will be used for general corporate purposes.
The notes carry an initial exchange price of about $96.80 per share of PBF Energy Class A common stock, a 75% premium over the stock's $70.40 close on September 14, 2026.
The move swaps near-term, higher-cost debt for longer-dated notes that pay no interest, cutting PBF Energy's annual interest expense. Shareholders would only face dilution if the stock reaches the $96.80 exchange price, and the 75% premium points to limited near-term risk of that happening. The refinancing changes the shape of the balance sheet rather than the business itself, buying the company time without altering its underlying performance.