On September 14, 2026, Herbert Smith Freehills Kramer (HSF Kramer) client PBF Energy Inc. (NYSE:PBF) announced that its indirect subsidiary, PBF Holding Company LLC, priced a private offering of $500 million in aggregate principal amount of 0% senior unsecured exchangeable notes due 2032. 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. In connection with the pricing of the Notes, the Issuers and PBF Energy entered into privately negotiated capped call transactions with financial counterparties which are expected generally to reduce the potential dilution to PBF Energy's Common Stock upon any note exchanges.
PBF Energy Inc. is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey and Ohio. PBF Energy is also a 50% partner in the St. Bernard Renewables joint venture focused on the production of next generation sustainable fuels.
The HSF Kramer team advising PBF was led by Corporate partners Todd E. Lenson and Jordan M. Rosenbaum and Derivatives and Structured Products partner Fabien Carruzzo, and included Corporate special counsel Eleni Zanias, senior associates Amanda Grimes and Ilya Kontorovich and associates Yasmeen Al-Bader, Charles Keller and Benjamin Lobley, and Tax partner Barry Herzog, special counsel Rita Celebrezze D'Souza and associate Daniel Weiss.