PBF Energy Prices $500 Million Senior Notes Due 2034 to Optimize Capital Structure

PARSIPPANY, New Jersey – PBF Energy Inc. announced that its indirect subsidiary, PBF Holding Company LLC, has successfully priced $500 million in aggregate principal amount of 7.25% Senior Notes due 2034 through a private offering. The company stated that the transaction is expected to close on May 28, 2026, subject to customary closing conditions.

Major Financing Initiative Announced

PBF Energy revealed that the newly issued senior notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. The financing move represents a strategic step aimed at strengthening the company’s long-term financial flexibility while managing its debt obligations more effectively.

The notes carry a 7.25% interest rate and will mature in 2034. Through this offering, PBF Energy seeks to extend its debt maturity profile and improve its overall capital structure amid evolving market conditions.

Proceeds to Fund Redemption of Existing Notes

According to the company, the net proceeds generated from the offering, together with available cash reserves, are expected to be used to fund the redemption of PBF Holding’s outstanding 6.00% Senior Notes due 2028. This refinancing strategy is designed to streamline the company’s debt portfolio and provide greater financial stability over the long term.

PBF Holding has also issued a notice of conditional redemption for all outstanding 2028 notes. The redemption is expected to occur at 100% of the principal amount, plus any accrued and unpaid interest up to the redemption date.

Private Placement Structure

The offering is being conducted as a private placement and has not been registered under the U.S. Securities Act of 1933 or applicable state securities laws. As a result, the securities may only be offered to qualified institutional buyers under Rule 144A and to certain non-U.S. investors pursuant to Regulation S.

PBF Energy emphasized that the offering does not constitute an offer to sell or a solicitation to purchase securities in any jurisdiction where such actions would be unlawful. The transaction will be completed only through the relevant private offering documentation provided to eligible investors.

Strengthening Long-Term Financial Strategy

The latest debt issuance reflects PBF Energy’s broader effort to manage liabilities while maintaining operational and financial flexibility. By refinancing existing debt with longer-dated securities, the company aims to reduce refinancing risks and align its capital structure with long-term business objectives.

Industry analysts note that extending debt maturities can provide companies with additional financial breathing room, especially during periods of market uncertainty. The move may also enhance investor confidence by demonstrating proactive balance-sheet management and disciplined capital allocation.

About PBF Energy

PBF Energy Inc. is one of the largest independent petroleum refining and logistics companies in North America. The company operates a network of refineries and related infrastructure assets that supply transportation fuels, heating products, lubricants, and petrochemical feedstocks to markets across the United States.

Through strategic investments, operational improvements, and financial management initiatives, PBF Energy continues to focus on enhancing shareholder value while supporting long-term growth opportunities in the energy sector.

Market Outlook

The successful pricing of the $500 million senior notes offering highlights continued access to capital markets for established energy companies. Investors will be closely monitoring the completion of the transaction and the subsequent redemption of the 2028 notes as part of PBF Energy’s ongoing financial strategy.

With the offering expected to close in the coming days, market participants will also evaluate how the refinancing impacts the company’s liquidity position, future interest expenses, and overall leverage profile.

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