ALON USA ENERGY, INC. (NYSE:ALJ) Files An 8-K Other Events

27

ALON USA ENERGY, INC. (NYSE:ALJ) Files An 8-K Other Events

Item 8.01. Other Events.

Legal Proceedings Regarding the Merger with Delek
As previously disclosed, on January 2, 2017, Alon USA Energy, Inc.
(Alon), Delek US Holdings, Inc. (Delek), Delek Holdco, Inc., a
wholly owned subsidiary of Delek (HoldCo), Dione Mergeco, Inc., a
wholly owned subsidiary of HoldCo (Dione Mergeco) and Astro
Mergeco, Inc., a wholly owned subsidiary of HoldCo (Astro Mergeco),
entered into an Agreement and Plan of Merger (the Merger
Agreement), as amended by the First Amendment to the Merger
agreement, dated as of February 27, 2017, and the Second Amendment
to the Merger Agreement, dated as of April 21, 2017. On May 30,
2017, Alon and Delek filed a definitive joint proxy statement (the
Proxy Statement) with the Securities and Exchange Commission for
the solicitation of proxies in connection with special meetings of
Alons and Deleks stockholders to be held on June 28, 2017 and June
29, 2017, respectively, to vote upon, among other things, matters
necessary to complete the mergers of HoldCo with and into Delek,
with Delek surviving as a wholly owned subsidiary of HoldCo and
Astro Mergeco with and into Alon, with Alon surviving (the
Mergers).
On June 2, 2017, Steven Page, a purported stockholder of Alon (the
Page Plaintiff), filed a putative class action complaint against
Alon and the members of Alons Board of Directors (the Board or the
Alon Individual Defendants) on behalf of a purported class of all
Alon stockholders other than defendants and their affiliates in the
United States District Court for the District of Delaware (the
Delaware District Court). This case is captioned Stephen Page v.
Alon USA Energy Inc., et al., Case No. 1:17-cv-00671-RGA (D.
Del.).>>The complaint alleges that (1) Alon and the Alon
Individual Defendants violated Section 14(a) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-9
promulgated thereunder, by filing the Proxy Statement, which
allegedly fails to disclose and/or misrepresents material
information about the proposed Mergers, and (2) the Alon Individual
Defendants, as alleged control persons of Alon, violated Section
20(a) of the Exchange Act in connection with the filing of the
allegedly materially deficient Proxy Statement. The Page Plaintiff
has asked the Delaware District Court to, among other things, (i)
certify the case as a class action, (ii) enjoin Alon and the Alon
Individual Defendants from proceeding with the stockholder vote on
the proposed Mergers or consummating the proposed Mergers unless
and until Alon discloses the material information allegedly omitted
from the Proxy Statement, (iii) rescind the proposed Mergers to the
extent they are consummated before injunctive relief is granted,
and (iv) award the Page Plaintiff damages in the event the proposed
Mergers are consummated as well as attorneys and experts fees and
costs. The Page Plaintiff has filed a motion for preliminary
injunction asking the Delaware District Court to preliminarily
enjoin the stockholder vote until Alon discloses the material
information allegedly omitted from the Proxy Statement. The
Delaware District Court has set a hearing on the motion for
preliminary injunction, currently set for June 22, 2017. A copy of
the complaint is attached as Exhibit 99.1 hereto and incorporated
by reference herein.
On June 2, 2017, David Phelps, a purported stockholder of Delek
(the Phelps Plaintiff), filed a putative class action complaint
against Delek, HoldCo, and members of Deleks Board of Directors
(the Delek Board or the Delek Individual Defendants) on behalf of a
purported class of all Delek shareholders other than defendants and
their affiliates in the United States District Court for the Middle
District of Tennessee (the Tennessee District Court). The case is
captioned David Phelps v. Delek US Holdings, Inc., et al., Case No.
3:17-cv-00910 (M.D. Tenn.). The complaint alleges that (1) Delek
and the Delek Individual Defendants violated Section 14(a) of the
Exchange Act, and Rule 14a-9 promulgated thereunder, by filing the
Proxy Statement, which allegedly fails to disclose and/or
misrepresents material information about the proposed Mergers, and
(2) the Delek Individual Defendants, as control persons of Delek,
violated Section 20(a) of the Exchange Act in connection with the
filing of the allegedly materially deficient Proxy Statement. The
Phelps Plaintiff has asked the Tennessee District Court to, among
other things, (i) certify the case as a class action, (ii) enjoin
Delek and the Delek Individual Defendants from proceeding with the
stockholder vote on the proposed Mergers or consummating the
proposed Mergers unless and until Delek discloses the material
information allegedly omitted from the Proxy Statement, and (iii)
award the Phelps Plaintiff damages in the event the proposed
Mergers are consummated as well as attorneys and experts fees and
costs. A copy of the complaint is attached as Exhibit 99.2 hereto
and incorporated by reference herein.
On June 13, 2017, Joseph Adler, a purported stockholder of Alon
(the Adler Plaintiff), filed a putative class action complaint
against Alon, the Board, Delek, Holdco, Dione Mergeco, and Astro
Mergeco (collectively, the Defendants) on behalf of a purported
class of all Alon stockholders other than the Defendants and their
affiliates in the Delaware District Court. This case is captioned
Joseph Adler v. Alon USA Energy, Inc., et al., Case No.
1:17-cv-00742-UNA (D. Del.).>>The complaint alleges that (1)
Alon and the Alon Individual Defendants violated Section 14(a) of
the Exchange Act, and Rule 14a-9 promulgated thereunder, by filing
the Proxy Statement, which allegedly fails to disclose and/or
misrepresents material information about the proposed Mergers, and
(2) the Alon Individual Defendants, Delek, Holdco, Mergeco, and
Astro Mergeco, as alleged control persons of Alon, violated Section
20(a) of the Exchange Act in connection with the filing of the
allegedly materially deficient Proxy Statement. The Adler Plaintiff
has asked the Delaware District Court to, among other things, (i)
enjoin Defendants from proceeding with, consummating, or closing
the proposed Mergers (ii) rescind the proposed Mergers to
the extent they are consummated, (iii) direct the Alon Individual
Defendants to disclose the material information allegedly omitted
from the Proxy Statement, (iv) declare that Defendants violated
Section 14(a)of the Exchange Act and Rule 14a-9 promulgated
thereunder, and/or Section 20(a) of the Exchange Act, and (v)
award the Adler Plaintiff attorneys and experts fees and costs. A
copy of the complaint is attached as Exhibit 99.3 hereto and
incorporated by reference herein.
On June 15, 2017, Arkansas Teacher Retirement System, a purported
stockholder of Alon (the Arkansas Plaintiff), filed a putative
class action complaint against the Defendants on behalf of a
class of all Alon stockholders other than the Defendants and
their affiliates in the Court of Chancery of the State of
Delaware (the Chancery Court). This case is captioned Arkansas
Teacher Retirement System v. Alon USA Energy, Inc., et al., Case
No. 2017-0453.>>The complaint alleges that (1) Delek,
Holdco, Mergeco, and Astro Mergeco breached their fiduciary
duties allegedly owed to the Arkansas Plaintiff and purported
class by improperly using their position as Alons controlling
stockholder to obtain buyout terms from Alon at an unfairly
discounted price, and by>filing the Proxy Statement, which
allegedly fails to disclose and/or misrepresents material
information about the proposed Mergers, and (2) the Alon
Individual Defendants breached their fiduciary duties allegedly
owed to the Arkansas Plaintiff and purported class by engaging in
conduct that led to the sale of Alons shares at an unfairly
discounted price, and by filing the Proxy Statement which
allegedly fails to disclose and/or misrepresents material
information about the proposed Mergers. Specifically, the
Arkansas Plaintiff alleges that the Proxy Statement failed to
accurately disclose certain revisions and amendments made to an
amended and restated stockholder agreement entered into between
Alon and Delek in 2015, including the terms of a standstill
provision, restriction on the nomination of directors, provisions
on transfer restrictions, related party transactions, and
corporate opportunities agreed to therein, as well as alleged
breaches of the stockholder agreement, which allegedly led to an
inaccurate depiction of the continuing negotiations between Alon
and Delek throughout the negotiation process. The Arkansas
Plaintiff further alleges that the Proxy Statement misrepresents
that members of the special committee of the Alon Board of
Directors (the Special Committee) were independent. Specifically,
the Arkansas Plaintiff alleges that at least three members of the
six-member Special Committee were not independent of Delek
because: (1) chairman David Wiessman allegedly has an indirect
financial interest in Delek as a beneficial owner of Delek stock
through personal investments in Alon Israel Oil Company, Ltd.
(Alon Israel) and Bielsol Investments (1987) Ltd., and previously
served as CEO, Executive Chairman, Chairman and/or President of
various Alon Israel subsidiaries; and (2) Delek allegedly
controlled the replacement of two directors on the Special
Committee. The Arkansas Plaintiff further alleges that the Proxy
Statement failed to disclose sufficient information regarding the
process, negotiations and discussions that led to the prospective
appointments of Mr. Wiessman to Holdcos board of directors and of
Ron Haddock to Delek Logistics board of directors. Further, the
Arkansas Plaintiff alleges that the Special Committee process was
tainted by the retention of J.P. Morgan, which allegedly has an
undisclosed conflict of interest because J.P. Morgan affiliates
allegedly currently own approximately 2.5% of Deleks stock, a
stake that was allegedly increased during negotiations for the
Mergers. The Arkansas Plaintiff further alleges that, until
October 2016, the Special Committee was not sufficiently
empowered to negotiate a transaction with Delek or consider
alternatives thereto. Further, the Arkansas Plaintiff alleges
that the merger consideration undervalues Alons shares and that
J.P. Morgans discounted cash flow analyses understate Alons
per-share value. The Arkansas Plaintiff has asked the Chancery
Court to, among other things, (i) certify the case as a class
action, (ii) declare that Defendants have breached their
fiduciary duties owed to the Arkansas Plaintiff and purported
class, (iii) award damages to the Arkansas Plaintiff and
purported class in an amount to be determined at trial, (iv)
award additional shares of Delek common stock to the Arkansas
Plaintiff and purported class in the event the proposed Merger is
consummated, and (v) award the Arkansas Plaintiff attorneys and
experts fees. A copy of the complaint is attached as Exhibit 99.4
hereto and incorporated by reference herein.
Alon and the Alon Individual Defendants believe that the Page
Plaintiffs, Phelps Plaintiffs, Adler Plaintiffs, and Arkansas
Plaintiffs claims are without merit. Alon cannot predict the
outcome of or estimate the possible loss or range of loss from
these matters. It is possible that additional, similar complaints
may be filed or the complaints described above are amended. If
this occurs, Alon does not intend to announce the filing of each
additional, similar complaint or any amended complaint unless it
contains materially new or different allegations.
In order to moot plaintiffs unmeritorious disclosure claims,
alleviate the costs, risks and uncertainties inherent in
litigation and provide additional information to its
stockholders, Alon has determined to voluntarily supplement the
Proxy Statement as described in this Current Report on Form 8-K.
Nothing in this Current Report on Form 8-K shall be deemed an
admission of the legal necessity or materiality under applicable
laws of any of the disclosures set forth herein. To the contrary,
Alon specifically denies all allegations in the foregoing
complaints, including without limitation, that any additional
disclosure was or is required.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
Alon is providing additional information regarding the Proxy
Statement to its stockholders. These disclosures should be read
in connection with the Proxy Statement, which should be read in
its entirety. To the extent that the information set forth
herein differs from or updates information contained in the
Proxy Statement, the information set forth herein shall
supersede or supplement the information in the Proxy Statement.
Defined terms used but not defined herein have the meanings set
forth in the Proxy Statement. Without admitting in any way that
the disclosures below are material or otherwise required by
law, Alon makes the following amended and supplemental
disclosures (with additional language is in bold and underlined
text below):
The disclosure in the table on page 157 of the Proxy Statement
is hereby supplemented by adding the following paragraph after
the table:
Total adjusted EBITDA>represents earnings before net income
attributable to non-controlling interest, income tax expense,
interest expense, depreciation and amortization and gain on
disposition of assets. Adjusted EBITDA is a non-GAAP financial
measure because it excludes amounts included in net earnings,
the most directly comparable measure calculated in accordance
with GAAP. This measure therefore should be reviewed with
caution and should not be considered as an alternative to net
earnings or other measures derived in accordance with GAAP.
The disclosure in the table on page 159 of the Proxy Statement
is hereby supplemented by adding the following table, which
provides the calculation of unlevered free cash flows:
($ in millions)
CY2017E
CY2018E
CY2019E
CY2020E
CY2021E
Total adjusted EBITDA(1)
$
$
$
$
$
Less: Capital expenditures
(129
)
(238
)
(360
)
(176
)
(80
)
Less: Payment for income tax
(37
)
(63
)
(84
)
(110
)
(144
)
Less: Changes in working capital
(6
)
(3
)
(3
)
(3
)
Plus: Net proceeds from disposition of assets
Less: Equity earnings of investees
(7
)
(7
)
(7
)
(6
)
(6
)
Unlevered free cash flows(2)
$
$
$
(26
)
$
$
($ in millions)
CY2022E
CY2023E
CY2024E
CY2025E
CY2026E
Total adjusted EBITDA(1)
$
$
$
$
$
Less: Capital expenditures
(52
)
(53
)
(84
)
(85
)
(31
)
Less: Payment for income tax
(132
)
(111
)
(74
)
(61
)
(69
)
Less: Changes in working capital
(3
)
(3
)
(3
)
(3
)
(3
)
Plus: Net proceeds from disposition of assets
Less: Equity earnings of investees
(6
)
(6
)
(6
)
(6
)
(6
)
Unlevered free cash flows(2)
$
$
$
$
$
(1) Total adjusted EBITDA>represents earnings before net
income attributable to non-controlling interest, income tax
expense, interest expense,>depreciation and
amortization>and gain on disposition of assets. Adjusted
EBITDA is a non-GAAP financial measure because it excludes
amounts included in net earnings, the most directly
comparable measure calculated in accordance with GAAP. This
measure therefore should be reviewed with caution and should
not be considered as an alternative to net earnings or other
measures derived in accordance with GAAP.
(2) Unlevered free cash flow is a non-GAAP financial measure
because it excludes amounts included in net earnings, the
most directly comparable measure calculated in accordance
with GAAP. This measure therefore should be reviewed with
caution and should not be considered as an alternative to net
earnings or other measures derived in accordance with GAAP.
The disclosure in the table on page 161 of the Proxy
Statement is hereby supplemented by adding the following the
table, which provides the calculation of unlevered free cash
flows:
($ in millions)
CY2017E
CY2018E
CY2019E
CY2020E
CY2021E
Total adjusted EBITDA(1)
$
$
$
$
$
Less: Capital expenditures
(70
)
(113
)
(198
)
(131
)
(66
)
Less: Payment for income tax
(38
)
(61
)
(66
)
(79
)
(105
)
Less: Changes in working capital
(5
)
(2
)
(2
)
(2
)
Plus: Net proceeds from disposition of assets
Less: Equity earnings of investees
(7
)
(7
)
(7
)
(6
)
(6
)
Unlevered free cash flows(2)
$
$
$
$
$
($ in millions)
CY2022E
CY2023E
CY2024E
CY2025E
CY2026E
Total adjusted EBITDA(1)
$
$
$
$
$
Less: Capital expenditures
(52
)
(53
)
(84
)
(85
)
(31
)
Less: Payment for income tax
(87
)
(72
)
(44
)
(36
)
(46
)
Less: Changes in working capital
(2
)
(2
)
(2
)
(2
)
(2
)
Plus: Net proceeds from disposition of assets
Less: equity earnings of investees
(6
)
(6
)
(6
)
(6
)
(6
)
Unlevered free cash flows(2)
$
$
$
$
$
(1) Total adjusted EBITDA>represents earnings before net
income attributable to non-controlling interest, income tax
expense, interest expense,>depreciation and
amortization>and gain on disposition of assets. Adjusted
EBITDA is a non-GAAP financial measure because it excludes
amounts included in net earnings, the most directly
comparable measure calculated in accordance with GAAP. This
measure therefore should be reviewed with caution and should
not be considered as an alternative to net earnings or other
measures derived in accordance with GAAP.
(2) Unlevered free cash flow is a non-GAAP financial measure
because it excludes amounts included in net earnings, the
most directly comparable measure calculated in accordance
with GAAP. This measure therefore should be reviewed
with caution and should not be considered as an alternative
to net earnings or other measures derived in accordance
with GAAP.
The disclosure in the table on page 163 of the Proxy
Statement is hereby supplemented by adding the following
the table, which provides the calculation of unlevered free
cash flows:
($ in millions)
CY2017E
CY2018E
CY2019E
CY2020E
CY2021E
Total adjusted EBITDA(1)
$
$
$
$
$
Less: Capital expenditures
(89
)
(159
)
(85
)
(77
)
(54
)
Less: Payment for income tax
(28
)
(46
)
(67
)
(68
)
(114
)
Less: Changes in working capital
(25
)
Less: Taxes on gain from sale of retail assets
(70
)
Less: Joint venture investments
(5
)
(8
)
(1
)
(1
)
Unlevered free cash flows(2)
$
$
$
$
$
($ in millions)
CY2022E
CY2023E
CY2024E
CY2025E
CY2026E
Total adjusted EBITDA(1)
$
$
$
$
$
Less: Capital expenditures
(55
)
(106
)
(57
)
(108
)
(60
)
Less: Payment for income tax
(117
)
(99
)
(123
)
(102
)
(130
)
Less: Changes in net working capital
Less: Joint venture investments
Less: Other MAPCO/tax
Unlevered free cash flows(2)
$
$
$
$
$
(1) Total adjusted EBITDA>represents earnings before net
income attributable to non-controlling interest, income tax
expense, interest expense,>depreciation and
amortization>and gain on disposition of assets. Adjusted
EBITDA is a non-GAAP financial measure because it excludes
amounts included in net earnings, the most directly
comparable measure calculated in accordance with GAAP. This
measure therefore should be reviewed with caution and
should not be considered as an alternative to net earnings
or other measures derived in accordance with GAAP.
(2) Unlevered free cash flow is a non-GAAP financial
measure because it excludes amounts included in net
earnings, the most directly comparable measure calculated
in accordance with GAAP. This measure therefore should be
reviewed with caution and should not be considered as an
alternative to net earnings or other measures derived in
accordance with GAAP.
The disclosure on page 164 of the Proxy Statement is
hereby supplemented by adding the following additional
disclosure after the second complete paragraph on the
page:
Synergies
The Special Committee approved the use of projected
synergies consisting of operational savings of $14
million in 2018, corporate savings of $54 million in 2018
and commercial savings of $39 million in 2018 and
thereafter.
The disclosure in the first paragraph on page 148 of the
Proxy Statement is hereby supplemented by amending and
restating the paragraph to read as follows:
J.P. Morgan calculated the unlevered free cash flows that
Alon is expected to generate from fiscal year 2017
through fiscal year 2026 based upon the Alon Projections
and the Alon Projections Excluding Growth Projects. For
each set of projections, J.P. Morgan also calculated a
range of terminal values of Alon at the end of the ten
year period ending on December 31, 2026 by applying a
perpetual growth rate ranging from 0.0% to 1.0% to the
unlevered free cash flow of Alon during the terminal
period of the projections. This perpetual growth rate
range was selected by J.P. Morgan on the basis of J.P.
Morgans professional judgment and experience. The
unlevered free cash flows and the range of terminal
values were then discounted to present values as of
December 31, 2016 using a range of discount rates from
9.5% to 11.5%. This discount rate range was based upon
J.P. Morgans analysis of the weighted average cost of
capital of Alon.
The disclosure in the third paragraph on page 148 of the
Proxy Statement is hereby supplemented by amending and
restating the paragraph to read as follows:
J.P. Morgan also calculated the unlevered free cash flows
that Delek is expected to generate from fiscal year 2017
through fiscal year 2026 based upon the Delek
Projections. J.P. Morgan also calculated a range of
terminal values of Delek at the end of the ten year
period ending on December 31, 2026 by applying a
perpetual growth rate ranging from 0.0% to 1.0% to the
unlevered free cash flow of Delek during the terminal
period of the projections. This perpetual growth rate
range was selected by J.P. Morgan on the basis of J.P.
Morgans professional judgment and experience. The
unlevered free cash flows and the range of terminal
values were then discounted to present values as of
December 31, 2016 using a range of discount rates from
9.5% to 11.5%. This discount rate range was based upon
J.P. Morgans analysis of the weighted average cost of
capital of Delek.
The disclosure in the fifth paragraph on page 148 of the
Proxy Statement is hereby supplemented by amending and
restating the paragraph to read as follows:
J.P. Morgan also conducted an additional discounted cash
flow analysis of the present value of the Synergies,
which reflect operational, corporate and commercial
synergies net of implementation costs. The Synergies were
discounted to present value using a range of discount
rates from 9.5% to 11.5% (based upon J.P. Morgans
analysis of the weighted average cost of capital of Alon
and Delek)>and a perpetual growth rate ranging from
0.0% to 1.0%. This perpetual growth rate range was
selected by J.P. Morgan on the basis of J.P. Morgans
professional judgment and experience. The analysis
indicated a range of implied values for the Synergies of
$673.0 million to $864.0 million.
As noted above, J.P. Morgan applied the same perpetual
growth rate range of 0.0% to 1.0% in connection with its
calculation of a range of terminal values for each of
Alon and Delek. In addition, J.P. Morgan applied the same
perpetual growth rate of 0.0% to 1.0% in determining the
additional discounted cash flow analysis of the present
value of the Synergies.
The disclosure in the first paragraph under the heading
Discounted Cash Flow Analyses on page 126 of the Proxy
Statement is hereby supplemented by amending and
restating the paragraph to read as follows:
TPH performed separate discounted cash flow analyses of
Delek and Alon by calculating the estimated present value
of the standalone unlevered, after-tax free cash flows
that Delek and Alon were forecasted to generate, in each
case as of December 27, 2016. Unlevered, after-tax free
cash flows were defined as EBITDA, minus capital
expenditures, minus taxes, minus changes in working
capital (including the adjustment for Alons RINs
(discussed below) and termination expenses with respect
to Alons supply and offtake agreement with J. Aron
Company) and plus/minus other one-time adjustments
reflected in the Forecasts, such as transaction taxes
associated with Deleks sale of MAPCO and the projected
receipt of sale proceeds for certain of Alons
assets.>>For these analyses, TPH used cash flow
estimates for Delek and Alon through 2020, in each case
as reflected in the Forecasts. TPH calculated terminal
values for Delek and Alon using two different exit
valuation methodologies, which are described below.
The disclosure in the table of select unaudited
forecasted financial information of Delek under the
subheading Unaudited Forecasted Financial Information
Prepared by DelekDelek on page 153 of the Proxy
Statement is hereby supplemented by amending and
restating the line item Leverage free cash flow in the
first column of such table to read as follows: Levered
free cash flows (b).
The disclosure in the table of select unaudited
forecasted financial information of Delek under the
subheading Unaudited Forecasted Financial Information
Prepared by DelekDelek on page 153 of the Proxy
Statement is hereby supplemented by inserting the
following footnote (b) after the table:
(b) Levered free cash flows is defined as projected
EBITDA, plus dividends from non-controlling interest,
minus taxes, minus projected capital expenditures,
minus projected expenditures for turnarounds, minus
projected interest expense and minus the projected
increase in net working capital.
The disclosure in the table of select unaudited
forecasted financial information of Alon under the
subheading Unaudited Forecasted Financial Information
Prepared by DelekAlon on page 155 of the Proxy
Statement is hereby supplemented by amending and
restating the line item Leverage free cash flow in the
first column of such table to read as follows: Levered
free cash flows (b).
The disclosure in the table of select unaudited
forecasted financial information of Alon under the
subheading Unaudited Forecasted Financial Information
Prepared by DelekAlon on page 155 of the Proxy
Statement is hereby supplemented by inserting the
following footnote (b) after the table:
(b) Levered free cash flows is defined as projected
EBITDA, plus dividends from non-controlling interest,
minus taxes, minus projected capital expenditures,
minus projected expenditures for turnarounds, minus
projected interest expense and minus the projected
increase in net working capital.
Safe Harbor Provisions Regarding Forward-Looking
Statements
This communication contains forward-looking
statements that are based upon current expectations
and involve a number of risks and uncertainties.
Statements concerning current estimates, expectations
and projections about future results, performance,
prospects, opportunities, plans, actions and events
and other statements, concerns, or matters that are
not historical facts are forward-looking statements,
as that term is defined under the federal securities
laws. These forward-looking statements include, but
are not limited to, statements regarding the proposed
merger with Alon.
Investors are cautioned that the following important
factors, among others, may affect these
forward-looking statements. These factors include but
are not limited to: risks and uncertainties related
to the expected timing and likelihood of completion
of the proposed merger, including the timing, receipt
and terms and conditions of any required governmental
and regulatory approvals of the proposed merger that
could reduce anticipated benefits or cause the
parties to abandon the transaction, the ability to
successfully integrate the businesses, the occurrence
of any event, change or other circumstances that
could give rise to the termination of the merger
agreement, the possibility that stockholders of Delek
may not approve the issuance of new shares of common
stock in the merger or that stockholders of Alon may
not approve the merger agreement, the risk that the
parties may not be able to satisfy the conditions to
the proposed transaction in a timely manner or at
all, risks related to disruption of management time
from ongoing business operations due to the proposed
transaction, the risk that any announcements relating
to the proposed transaction could have adverse
effects on the market price of Delek’s common stock
or Alon’s common stock, the risk that the proposed
transaction and its announcement could have an
adverse effect on the ability of Delek and Alon to
retain customers and retain and hire key personnel
and maintain relationships with their suppliers and
customers and on their operating results and
businesses generally, the risk that problems may
arise in successfully integrating the businesses of
the companies, which may result in the combined
company not operating as effectively and efficiently
as expected, the risk that the combined company may
be unable to achieve cost-cutting synergies or it may
take longer than expected to achieve those synergies,
uncertainty related to timing and amount of future
share repurchases and dividend payments, risks and
uncertainties with respect to the quantities and
costs of crude oil we are able to obtain and the
price of the refined petroleum products we ultimately
sell; gains and losses from derivative instruments;
management’s ability to execute its strategy of
growth through acquisitions and the transactional
risks associated with acquisitions and dispositions;
acquired assets may suffer a diminishment in fair
value as a result of which we may need to record a
write-down or impairment in carrying value of the
asset; changes in the scope, costs, and/or timing of
capital and maintenance projects; operating hazards
inherent in transporting, storing and processing
crude oil and intermediate and finished petroleum
products; our competitive position and the effects of
competition; the projected growth of the industries
in which we operate; general economic and business
conditions affecting the southern United States; and
other risks contained in Deleks and Alons filings
with the United States Securities and Exchange
Commission.
Forward-looking statements should not be read as a
guarantee of future performance or results and will
not 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. Alon undertakes no
obligation to update or revise any such
forward-looking statements, except as required by
applicable law or regulation.
No Offer or Solicitation
This communication relates to a proposed business
combination between Delek and Alon. This announcement
is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to
sell, any securities or the solicitation of any vote
in any jurisdiction to the proposed transactions or
otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in
contravention of applicable law. No offer of
securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication may be deemed to be solicitation
material in respect of the proposed transaction
between Delek and Alon. In connection with the
proposed transaction, Holdco filed a registration
statement on Form S-4 with the SEC (Registration
Statement No. 333-216298), which was declared
effective by the SEC on May 26, 2017. Delek and Alon
have filed a joint proxy statement/prospectus and
will file other relevant documents concerning the
proposed merger with the SEC. Delek and Alon began
mailing the definitive joint proxy
statement/prospectus to their respective security
holders on May 30, 2017. The definitive joint proxy
statement/prospectus, dated May 30, 2017, contains
important information about Delek, Alon, the proposed
merger and related matters. This communication is not
a substitute for the proxy statement, registration
statement, proxy statement/prospectus or any other
documents that Delek or Alon may file with the SEC or
send to stockholders in connection with the proposed
transaction. STOCKHOLDERS OF DELEK AND ALON ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROXY STATEMENT(S), REGISTRATION
STATEMENT(S) AND/OR PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. The definitive proxy
statement(s) (when available) will be mailed to
stockholders of Delek and/or Alon, as
applicable. Investors and security holders will be
able to obtain copies of these documents, including
the proxy statement/prospectus, and other documents
filed with the SEC (when available) free of charge
at the SEC’s website, http://www.sec.gov. Copies
of documents filed with the SEC by Delek will be
made available free of charge on Delek’s website
at http://www.delekus.com or by contacting Delek’s
Investor Relations Department by phone at
615-435-1366. Copies of documents filed with the
SEC by Alon will be made available free of charge
on Alon’s website at http://www.alonusa.com or by
contacting Alon’s Investor Relations Department by
phone at 972-367-3808.
Participants in the Solicitation
Delek and its directors and executive officers, and
Alon and its directors and executive officers, may
be deemed to be participants in the solicitation of
proxies from the holders of Delek common stock and
Alon common stock in respect of the proposed
transaction. Information about the directors and
executive officers of Delek is set forth in the
proxy statement for Deleks 2017 Annual Meeting of
Stockholders, which was filed with the SEC on April
6, 2017, and in the other documents filed after the
date thereof by Delek with the SEC. Information
about the directors and executive officers of Alon
is set forth in the Annual Report on Form 10-K/A,
which was filed with the SEC on May 1, 2017, and in
the other documents filed after the date thereof by
Alon with the SEC. Investors may obtain additional
information regarding the interests of such
participants by reading the proxy
statement/prospectus regarding the proposed
transaction when it becomes available. You may
obtain free copies of these documents as described
in the preceding paragraph.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
99.1
Complaint filed by Stephen Page on June
2, 2017 in the United States District
Court for the District of Delaware.
99.2
Complaint filed by David Phelps on June
2, 2017 in the United States District
Court for the Middle District of
Tennessee.
99.3
Complaint filed by Joseph Adler on June
13, 2017 in the United States District
Court for the District of Delaware.
99.4
Complaint filed by Arkansas Teacher
Retirement System on June 15, 2017 in the
Chancery Court for the State of Delaware.


About ALON USA ENERGY, INC. (NYSE:ALJ)

Alon USA Energy, Inc. is an independent refiner and marketer of petroleum products, operating primarily in the South Central, Southwestern and Western regions of the United States. The Company operates through three segments: refining and marketing, asphalt and retail. Its refineries produce petroleum products, including various grades of gasoline, diesel fuel, jet fuel, petrochemicals, petrochemical feedstocks, asphalt and other petroleum-based products. The Company holds interests in Alon USA Partners, LP, which owns a crude oil refinery in Big Spring, Texas. The Company’s refining and marketing segment includes sour crude oil refinery located in Big Spring, Texas, a light sweet crude oil refinery located in Krotz Springs, Louisiana and heavy crude oil refineries located in Paramount, Bakersfield and Long Beach, California (California refineries). It owns or operates approximately 10 asphalt terminals. It operates approximately 310 owned and leased convenience store sites.

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