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CREDIT FACILITIES AND DEBT
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
CREDIT FACILITIES AND DEBT CREDIT FACILITIES AND DEBT
Debt outstanding consisted of the following:
(in millions)September 30, 2026December 31, 2025
9.875% senior unsecured notes due 2030 (“2030 9.875% Senior Notes”) (1)
$800.0 $800.0 
0.00% exchangeable unsecured senior notes due 2032 (“2032 Exchangeable Notes”)
550.0 — 
7.25% senior unsecured notes due 2034 (“2034 7.25% Senior Notes”)
500.0 — 
7.875% senior unsecured notes due 2030 (“2030 7.875% Senior Notes”)
— 500.0 
6.00% senior unsecured notes due 2028 (“2028 6.00% Senior Notes”)
— 801.6 
Promissory Note 340.0 — 
Revolving Credit Facility— 100.0 
2,190.0 2,201.6 
Less — Current debt(20.7)— 
Unamortized deferred financing costs(63.1)(41.0)
Unamortized discount(8.5)(12.3)
Long-term debt$2,097.7 $2,148.3 
(1) On October 26, 2026, the Company fully redeemed all of the $800.0 million in aggregate principal amount outstanding of its 2030 9.875% Senior Notes, including incurred but unpaid interest. Refer to “Note 15 - Subsequent Events” for more details.
2032 Exchangeable Notes
On September 17, 2026, PBF Holding Company LLC (“PBF Holding”), a subsidiary of PBF LLC, entered into an indenture (the “2032 Exchangeable Notes Indenture”) by and among PBF Holding and PBF Holding’s wholly owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), PBF Energy, the guarantors named therein (collectively the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee, under which the Issuers issued $550.0 million in aggregate principal amount of 2032 Exchangeable Notes. The Issuers received net proceeds of approximately $533.2 million from the 2032 Exchangeable Notes offering, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Issuers used $27.7 million of the net proceeds to pay the cost of the capped call transactions described below and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.
The 2032 Exchangeable Notes do not bear regular interest, and the principal amount of the 2032 Exchangeable Notes will not accrete. The Issuers will pay special interest, if any, at a rate per annum not exceeding 0.50% under certain circumstances specified in the 2032 Exchangeable Notes Indenture. The 2032 Exchangeable Notes will mature on January 15, 2032, unless earlier exchanged, repurchased or redeemed.
The 2032 Exchangeable Notes are exchangeable by the holders thereof prior to October 15, 2031 under certain specified circumstances and, on or after October 15, 2031, may be exchanged at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The initial exchange rate is 10.3306 shares of PBF Energy Class A common stock per $1,000 principal amount of 2032 Exchangeable Notes, equivalent to an initial exchange price of approximately $96.80 per share of Class A common stock, which is subject to adjustment under certain circumstances. Upon exchange, the 2032 Exchangeable Notes will be settled in cash up to the aggregate principal amount of the notes being exchanged and, in respect of the Issuers’ exchange obligations in excess of the aggregate principal amount, if any, in cash, Class A common stock or a combination thereof, at the election of the Issuers.
The 2032 Exchangeable Notes are not redeemable prior to January 20, 2030, except when the aggregate outstanding principal amount of the 2032 Exchangeable Notes is less than 10% of the aggregate principal amount initially issued under the 2032 Exchangeable Notes Indenture. On or after January 20, 2030, and prior to the 31st scheduled trading day immediately preceding the maturity date, the 2032 Exchangeable Notes will be redeemable, in whole at the Issuers’ option, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the exchange price for a specified period of time and certain other conditions specified in the 2032 Exchangeable Notes Indenture are satisfied. If certain corporate events constituting a Fundamental Change (as defined in the 2032 Exchangeable Notes Indenture) occur, holders may require the Issuers to repurchase all or a portion of their 2032 Exchangeable Notes for cash at a repurchase price equal to 100% of the principal amount of the 2032 Exchangeable Notes to be repurchased, plus accrued and unpaid special interest, if any.
The 2032 Exchangeable Notes Indenture contains customary covenants and events of default, including non-payment of principal or special interest when due. Upon such an event of default, the 2032 Exchangeable Notes may be declared immediately due and payable. The 2032 Exchangeable Notes Indenture also sets forth certain bankruptcy or insolvency events of default involving the Issuers and PBF Energy, after which the 2032 Exchangeable Notes become automatically due and payable.
The 2032 Exchangeable Notes are guaranteed on a senior unsecured basis by certain of PBF Holding’s subsidiaries. The 2032 Exchangeable Notes and the guarantees are senior unsecured obligations of the Issuers and the guarantors thereunder 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 2034 7.25% Senior Notes. The 2032 Exchangeable Notes and the guarantees are effectively subordinated to the Issuers’ and the Guarantors’ existing or future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries.
Registration Rights Agreement
In connection with the issuance and sale of the 2032 Exchangeable Notes, the Issuers and the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the initial purchasers under which the Company agreed for the benefit of the holders of the 2032 Exchangeable Notes and the shares of Class A common stock, if any, issuable or deliverable upon the exchange of the 2032 Exchangeable Notes that it will, at its cost, file a shelf registration statement or a resale prospectus supplement to an effective shelf registration statement with the Securities Exchange Commission, covering resales of the shares of Class A common stock, if any, issuable or deliverable upon exchange of the 2032 Exchangeable Notes, on or prior to December 31, 2026.
If the Issuers do not fulfill certain of their obligations under the Registration Rights Agreement, the Issuers will be required to pay special interest to holders of the 2032 Exchangeable Notes, at a rate of 0.25% per annum to and including the 90th day following such registration default, and 0.50% per annum thereafter.
Capped Call Transactions
In connection with the issuance of the 2032 Exchangeable Notes, the Issuers and PBF Energy entered into capped call transactions with certain of the initial purchasers of the 2032 Exchangeable Notes or their respective affiliates and certain other financial institutions. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2032 Exchangeable Notes, the number of shares of Class A common stock initially underlying the 2032 Exchangeable Notes. The capped call transactions are expected generally to reduce potential dilution to the Class A common stock upon exchange of the 2032 Exchangeable Notes and/or offset certain cash payments the Issuers may be required to make in excess of the principal amount of exchanged 2032 Exchangeable Notes, in each case subject to a cap. The capped call transactions were recorded as a reduction to additional paid-in capital and will not be remeasured.
The capped call transactions have an initial strike price of approximately $96.80 per share of Class A common stock, subject to certain adjustments, and an initial cap price of approximately $123.20 per share of Class A common stock, subject to certain adjustments under the terms of the capped call transactions. Conditions that cause adjustments to the initial cap price mirror conditions that result in corresponding adjustments in the exchange price for the 2032 Exchangeable Notes.
2030 7.875% Senior Notes
On September 24, 2026, PBF Holding redeemed all $500.0 million aggregate principal amount outstanding of its 2030 7.875% Senior Notes. The 2030 7.875% Senior Notes were redeemed at a price equal to 103.938% 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 2030 7.875% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $26.1 million and was recorded as a loss on extinguishment of debt in the Condensed Consolidated Statements of Operations. The redemption was financed using proceeds from the issuance of the 2032 Exchangeable Notes and available cash.
2034 7.25% Senior Notes
On May 28, 2026, the Issuers and the subsidiary guarantors named therein entered into an indenture (the “2034 7.25% Senior Notes Indenture”) with 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 Issuers 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 Revolving Credit Facility and the Issuers’ outstanding 2032 Exchangeable 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, PBF Holding 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 $2.2 million and 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.
PBF Holding Revolving Credit Facility
On September 30, 2026, PBF Holding and certain of its wholly owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amendment and restatement of its existing asset-based revolving credit agreement with Bank of America, National Association as administrative agent, and certain other lenders (the “Revolving Credit Agreement”). The Revolving Credit Agreement amended and restated the previously existing revolving credit agreement dated as of August 23, 2023 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended the Revolving Credit Facility through September 30, 2031, increased the maximum commitment from $3.5 billion to $4.0 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility. The interest rate on advances and the fees for letters of credit are generally consistent with those under the Prior Credit Agreement. The Revolving Credit Facility contains representations, warranties and covenants by PBF Holding and the other borrowers, as well as customary events of default and indemnification obligations that are consistent with those in the Prior Credit Agreement.
Promissory Note
On September 9, 2026, in connection with the Hydrogen Plants Asset Purchase, PBF LLC issued a Promissory Note, guaranteed by PBF Energy, as partial consideration for the acquisition of two hydrogen production plants located at the Torrance refinery, which provides for periodic payments through April 2039. Refer to “Note 1 - Description of the Business and Basis of Presentation” for further information.
The Promissory Note was recorded as debt of approximately $341.1 million at closing. The initial carrying amount of the Promissory Note was measured at the net present value of the applicable payment obligations, discounted using a rate of approximately 6.94%, which represented the Company’s incremental borrowing rate as of the closing date. The resulting discount is amortized to interest expense over the term of the Promissory Note using the effective interest method.
As of September 30, 2026, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements.