DELEK US HOLDINGS, INC. (DK) Files An 8-K Regulation FD Disclosure
Item 7.01
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Regulation FD Disclosure.
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Effective November 14, 2016, senior management of Delek US
Holdings, Inc. (the Company) will begin using the materials
included in Exhibit 99.1 to this report (the Investor Presentation)
in connection with presentations to existing and prospective
investors. The Investor Presentation is incorporated into this Item
7.01 by this reference and will also be available on the Company’s
website at www.delekus.com.
Holdings, Inc. (the Company) will begin using the materials
included in Exhibit 99.1 to this report (the Investor Presentation)
in connection with presentations to existing and prospective
investors. The Investor Presentation is incorporated into this Item
7.01 by this reference and will also be available on the Company’s
website at www.delekus.com.
The information in this Item 7.01 is being furnished, not filed, to
Regulation FD. Accordingly, the information in Item 7.01 of this
report will not be incorporated by reference into any registration
statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being
incorporated therein by reference. The furnishing of the
information in this report is not intended to, and does not,
constitute a determination or admission by the Company that the
information in this report is material or complete, or that
investors should consider this information before making an
investment decision with respect to any security of the Company or
any of its affiliates.
Regulation FD. Accordingly, the information in Item 7.01 of this
report will not be incorporated by reference into any registration
statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being
incorporated therein by reference. The furnishing of the
information in this report is not intended to, and does not,
constitute a determination or admission by the Company that the
information in this report is material or complete, or that
investors should consider this information before making an
investment decision with respect to any security of the Company or
any of its affiliates.
Forward-Looking Statements
This report contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
reflect our current estimates, expectations and projections about
our future results, performance, prospects and opportunities.
Forward-looking statements include, among other things, the
information concerning our possible future results of operations,
business and growth strategies and statements of management’s
goals and objectives, and other similar expressions concerning
matters that are not historical facts. Words such as may, will,
should, could, would, predicts, potential, continue, expects,
anticipates, future, intends, plans, believes, estimates, appears,
projects and similar expressions, as well as statements in future
tense, identify forward-looking statements.
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
reflect our current estimates, expectations and projections about
our future results, performance, prospects and opportunities.
Forward-looking statements include, among other things, the
information concerning our possible future results of operations,
business and growth strategies and statements of management’s
goals and objectives, and other similar expressions concerning
matters that are not historical facts. Words such as may, will,
should, could, would, predicts, potential, continue, expects,
anticipates, future, intends, plans, believes, estimates, appears,
projects and similar expressions, as well as statements in future
tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of
future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. Forward-looking information is based on
information available at the time and/or management’s good faith
belief with respect to future events, and is subject to risks and
uncertainties that could cause actual performance or results to
differ materially from those expressed in the statements. Important
factors that, individually or in the aggregate, could cause such
differences include, but are not limited to:
future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. Forward-looking information is based on
information available at the time and/or management’s good faith
belief with respect to future events, and is subject to risks and
uncertainties that could cause actual performance or results to
differ materially from those expressed in the statements. Important
factors that, individually or in the aggregate, could cause such
differences include, but are not limited to:
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volatility in our refining margins or fuel gross profit as a
result of changes in the prices of crude oil, other feedstocks and refined petroleum products; |
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our ability to execute our strategy of growth through
acquisitions and the transactional risks inherent in such acquisitions; |
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acquired assets may suffer a diminishment in fair value,
which may require us to record a write-down or impairment; |
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reliability of our operating assets;
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failure of the proposal to acquire Alon USA Energy, Inc.
(NYSE: ALJ) (“Alon USA”) to reach a definitive agreement or to close such acquisition; |
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competition;
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changes in, or the failure to comply with, the extensive
government regulations applicable to our industry segments; |
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diminution in value of long-lived assets may result in an
impairment in the carrying value of the asset on our balance sheet and a resultant loss recognized in the statement of operations; |
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general economic and business conditions, particularly levels
of spending relating to travel and tourism or conditions affecting the southeastern United States; |
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volatility of derivative instruments;
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deterioration of creditworthiness or overall financial
condition of a material counterparty (or counterparties); |
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unanticipated increases in cost or scope of, or significant
delays in the completion of, our capital and periodic turnaround projects; |
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risks and uncertainties with respect to the quantities and
costs of refined petroleum products supplied to our pipelines and/or held in our terminals; |
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operating hazards, natural disasters, casualty losses and
other matters beyond our control; |
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increases in our debt levels or costs;
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changes in our ability to continue to access the credit
markets; |
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compliance, or failure to comply, with restrictive and
financial covenants in our various debt agreements; |
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the inability of our subsidiaries to freely make dividends,
loans or other cash distributions to us; |
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seasonality;
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acts of terrorism aimed at either our facilities or other
facilities that could impair our ability to produce or transport refined products or receive feedstocks; |
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changes in the cost or availability of transportation for
feedstocks and refined products; and |
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other factors discussed in our other filings with the United
States Securities and Exchange Commission. |
In light of these risks, uncertainties and assumptions, our actual
results of operations and execution of our business strategy could
differ materially from those expressed in, or implied by, the
forward-looking statements, and you should not place undue reliance
upon them. In addition, past
results of operations and execution of our business strategy could
differ materially from those expressed in, or implied by, the
forward-looking statements, and you should not place undue reliance
upon them. In addition, past
financial and/or operating performance is not necessarily a
reliable indicator of future performance and you should not use our
historical performance to anticipate results or future period
trends. We can give no assurances that any of the events
anticipated by the forward-looking statements will occur or, if any
of them do, what impact they will have on our results of operations
and financial condition.
reliable indicator of future performance and you should not use our
historical performance to anticipate results or future period
trends. We can give no assurances that any of the events
anticipated by the forward-looking statements will occur or, if any
of them do, what impact they will have on our results of operations
and financial condition.
Forward-looking statements speak only as of the date the statements
are made. We assume no obligation to update forward-looking
statements to reflect actual results, changes in assumptions or
changes in other factors affecting forward-looking information
except to the extent required by applicable securities laws. If we
do update one or more forward-looking statements, no inference
should be drawn that we will make additional updates with respect
thereto or with respect to other forward-looking statements.
are made. We assume no obligation to update forward-looking
statements to reflect actual results, changes in assumptions or
changes in other factors affecting forward-looking information
except to the extent required by applicable securities laws. If we
do update one or more forward-looking statements, no inference
should be drawn that we will make additional updates with respect
thereto or with respect to other forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired.
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Not applicable.
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(b)
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Pro forma financial information.
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Not applicable.
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(c)
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Shell company transactions.
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Not applicable.
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(d)
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Exhibits.
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99.1 Investor presentation materials to be used beginning November
14, 2016.
14, 2016.
About DELEK US HOLDINGS, INC. (DK)
