CREDIT FACILITIES AND DEBT

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

CREDIT FACILITIES AND DEBT

CREDIT FACILITIES AND DEBT

Debt outstanding consisted of the following:

(in millions)	June 30, 2025		December 31, 2024
6.00% senior unsecured notes due 2028 (“2028 6.00% Senior Notes”)	$	801.6	$	801.6
7.875% senior unsecured notes due 2030 (“2030 7.875% Senior Notes”)	500.0		500.0
9.875% senior unsecured notes due 2030 (“2030 9.875% Senior Notes”)	800.0		—
Revolving Credit Facility	350.0		200.0
	2,451.6		1,501.6
Unamortized deferred financing costs	(47.9)		(41.6)
Unamortized discount	(13.5)		(2.7)
Long-term debt	$	2,390.2	$	1,457.3

2030 9.875% Senior Notes

On March 17, 2025, PBF Holding entered into an indenture among PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance (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 $800.0 million in aggregate principal amount of 2030 9.875% Senior Notes at an issue price of 98.563%. The Issuers received net proceeds of approximately $776.0 million from the offering after deducting the initial purchasers’ discount and estimated offering expenses. The Company used the net proceeds, together with cash on hand, to repay outstanding borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) and for general corporate purposes.

The 2030 9.875% Senior Notes are guaranteed on a senior unsecured basis by certain of PBF Holding’s subsidiaries. The 2030 9.875% Senior Notes and 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, the Issuers’ outstanding 2028 6.00% Senior Notes and outstanding 2030 7.875% Senior Notes. The 2030 9.875% 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 2030 9.875% 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 2030 9.875% 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 2030 9.875% Senior Notes.

In addition, the 2030 9.875% 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 2030 9.875% Senior Notes are rated investment grade.

At any time prior to March 15, 2027, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2030 9.875% Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 109.875% of the principal amount of the 2030 9.875% 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 2023 9.875% Senior Notes originally issued under the applicable indenture remains outstanding immediately after the occurrence of each such redemption. On or after March 15, 2027, the Issuers may redeem all or part of the 2030 9.875% Senior Notes, in each case at the redemption prices described in the indenture, together with any accrued and unpaid interest to the date of redemption. In addition, prior to March 15, 2027, the Issuers may redeem all or part of the 2030 9.875% Senior Notes at a “make-whole” redemption price described in the indenture, together with any accrued and unpaid interest 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 2030 9.875% Senior Notes at a purchase price of 101% of the principal amount of the 2030 9.875% Senior Notes on the date of purchase plus accrued interest. Prior to a covenant suspension 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 2030 9.875% Senior Notes at a purchase price equal to 100% of the principal amount of the 2030 9.875% Senior Notes, together with any accrued and unpaid interest to the date of purchase.

As of June 30, 2025, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements.