The new notes will be issued as senior unsecured obligations, backed by guarantees from specific subsidiaries of PBF Holding. While the notes do not carry a guarantee from the parent company, PBF Energy, they offer holders the right to exchange their debt for cash or shares of the company’s Class A common stock, subject to specific conditions and timing. The precise interest rates and exchange terms remain subject to market pricing.

To manage potential dilution, the company intends to enter into capped call transactions with financial institutions. These arrangements are designed to offset cash payments or share issuance requirements that might arise during the exchange process. Proceeds from the offering will be primarily directed toward retiring the company’s outstanding 2030 notes, with any remaining balance earmarked for general corporate purposes. The offering is restricted to qualified institutional buyers and is exempt from standard registration requirements under the Securities Act.