v3.26.1
CREDIT FACILITIES AND DEBT
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
CREDIT FACILITIES AND DEBT CREDIT FACILITIES AND DEBT
Debt outstanding consisted of the following:
(in millions)June 30, 2026December 31, 2025
9.875% senior unsecured notes due 2030 (“2030 9.875% Senior Notes”)
$800.0 $800.0 
7.875% senior unsecured notes due 2030 (“2030 7.875% Senior Notes”)
500.0 500.0 
7.25% senior unsecured notes due 2034 (“2034 7.25% Senior Notes”)
500.0 — 
6.00% senior unsecured notes due 2028 (“2028 6.00% Senior Notes”)
— 801.6 
Revolving Credit Facility— 100.0 
1,800.0 2,201.6 
Unamortized deferred financing costs(39.9)(41.0)
Unamortized discount(11.0)(12.3)
Long-term debt$1,749.1 $2,148.3 
2034 7.25% Senior Notes
On May 28, 2026, PBF Holding Company LLC (“PBF Holding”) entered into an indenture (the “Indenture”) by and among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), the guarantors named therein (collectively the “Guarantors”), Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $500.0 million in aggregate principal amount of 2034 7.25% Senior Notes. The Issuers received net proceeds of $492.1 million from the offering after deducting the initial purchasers’ discount and offering expenses. The Company used the net proceeds and available cash to fully redeem the 2028 6.00% Senior Notes, plus accrued and unpaid interest up to, but excluding, the redemption date of June 25, 2026.
The 2034 7.25% Senior Notes are guaranteed on a senior unsecured basis by certain of PBF Holding’s subsidiaries. The 2034 7.25% Senior Notes and the guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”), and the Issuers’ outstanding 2030 7.875% Senior Notes and 2030 9.875% Senior Notes. The 2034 7.25% Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2034 7.25% Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility, as amended and restated from time to time) to the extent of the value of the collateral securing such indebtedness. The 2034 7.25% Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ subsidiaries that do not guarantee the 2034 7.25% Senior Notes.
In addition, the 2034 7.25% Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on, among other things, the incurrence of additional indebtedness, equity issuances, payments, and engagement in certain transactions and investments. These covenants are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply or will be modified following a covenant termination event, including in the event the 2034 7.25% Senior Notes are rated investment grade.
At any time prior to June 1, 2029, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2034 7.25% Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.25% of the principal amount of the 2034 7.25% Senior Notes, plus any accrued and unpaid interest through the date of redemption; provided that at least 60% of the aggregate principal amount of the 2034 7.25% Senior Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption. On or after June 1, 2029, the Issuers may redeem all or part of the 2034 7.25% Senior Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest up to the date of redemption. In addition, prior to June 1, 2029, the Issuers may redeem all or part of the 2034 7.25% Senior Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest up to the date of redemption.
Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase the 2034 7.25% Senior Notes at a purchase price of 101% of the principal amount of the 2034 7.25% Senior Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, in connection with certain asset dispositions, the Issuers may be required to use the net cash proceeds of the asset disposition (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the 2034 7.25% Senior Notes at a purchase price equal to 100% of the principal amount of the 2034 7.25% Senior Notes, together with any accrued and unpaid interest up to the date of purchase.
2028 6.00% Senior Notes
On June 25, 2026, the Company redeemed all $801.6 million aggregate principal amount outstanding of its 2028 6.00% Senior Notes. The 2028 6.00% Senior Notes were redeemed at a price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The difference between the carrying value of the 2028 6.00% Senior Notes on the date they were redeemed and the amount for which they were redeemed was recorded as a loss on extinguishment of debt on the Condensed Consolidated Statements of Operations. The redemption was financed using proceeds from the issuance of the 2034 7.25% Senior Notes and available cash.
As of June 30, 2026, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements.