PBF Energy Announces Pricing of $500 Million of 0% Exchangeable Notes due 2032

PBF Energy Inc. (NYSE: PBF ) ("PBF Energy") today announced that its indirect subsidiary, PBF Holding Company LLC ("PBF Holding"), priced $500 million in aggregate principal amount of 0% exchangeable notes due 2032 (the "Notes") in a private offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The offering is expected to close on September 17, 2026, subject to customary closing conditions. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding (together with PBF Holding, the "Issuers"). The Issuers also granted the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $50 million aggregate principal amount of Notes. The Notes will be senior, unsecured obligations of the Issuers. The Notes will not bear regular interest and the principal amount of the Notes will not accrete. The Notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by certain of PBF Holding's subsidiaries (the "Guarantors") that guarantee PBF Holding's existing senior unsecured notes, and will not be guaranteed by PBF Energy Inc. The Notes will mature on January 15, 2032, unless earlier repurchased, exchanged or redeemed. Noteholders will have the right to exchange their Notes in certain circumstances and during specified periods. Exchanges will be settled in cash up to the aggregate principal amount of the Notes to be exchanged and, if applicable, cash, Class A common stock, par value $0.001 per share ("Common Stock") of PBF Energy or a combination thereof, at the Issuers' election, in respect of the remainder (if any) of the Issuers' exchange obligations in excess of the aggregate principal amount of the Notes being exchanged. The Issuers may not redeem the Notes prior to January 20, 2030, except in the event of a cleanup redemption (as defined below). The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Issuers' option at any time, and from time to time, on or after January 20, 2030 and prior to the 31st scheduled trading day immediately preceding the maturity date of the Notes, but only if the last reported sale price per share of Common Stock has been at least 130% of the exchange price of the Notes for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. The Issuers may also redeem for cash all, but not less than all, of the Notes at any time prior to the 31st scheduled trading day immediately preceding the maturity date, if the principal amount of Notes outstanding at such time is less than 10% of the aggregate principal amount of the Notes initially issued under the indenture (including any additional Notes issued pursuant to the initial purchasers' option) (a "cleanup redemption"). If a "fundamental change" (as defined in the indenture for the Notes) occurs, then, subject to limited exceptions, noteholders may require the Issuers to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date. The initial exchange rate is 10.3306 shares of Common Stock per $1,000 principal amount of Notes, which represents an initial exchange price of approximately $96.80 per share of Common Stock. The initial exchange price represents a premium of approximately 37.5% above the last reported sale price per share of Common Stock on the New York Stock Exchange on September 14, 2026, which was $70.40 per share. The exchange rate and exchange price will be subject to adjustment u...