Alon USA Partners, LP (NYSE:ALDW) Files An 8-K Completion of Acquisition or Disposition of Assets

Alon USA Partners, LP (NYSE:ALDW) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets

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The text set forth under “Introductory Note” above is incorporated herein by reference.

On the Closing Date, Parent completed the acquisition of MLP through the Merger.

Under the terms of the Merger Agreement, at the effective time of the Merger, each common unit representing limited partnership interests in MLP other than common units owned by Parent and its affiliates (each, a “MLP Public Unit”) issued and outstanding immediately prior to the effective time of the Merger was converted into, and became exchangeable for, 0.4900 of a share of validly issued, fully paid and non-assessable Parent shares and each such MLP Public Unit was canceled and retired and ceased to exist (each, a “Parent Share” and such ratio, the “Exchange Ratio”). Parent did not issue any fractional Parent Shares in the Merger, but if the Exchange Ratio resulted in a holder of MLP Public Units being entitled to receive a fraction of a Parent Share, such fractional interest was rounded up to the nearest whole Parent Share.

The issuance of Parent Shares in connection with the Merger was registered under the Securities Act of 1933 (the “Securities Act”) to Parent’s Registration Statement on FormS-4 (Reg No.(333-222014)), declared effective by the Securities and Exchange Commission (the “SEC”) on January8, 2018. The joint consent statement/prospectus (the “Joint Consent Statement/Prospectus”) included in the registration statement contains additional information about the Merger and incorporates by reference additional information about the Merger from Current Reports on Form8-K filed by MLP and Parent and incorporated by reference into the Joint Consent Statement/Prospectus.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit2.1.

Item 3.03 Material Modification to the Rights of Security Holders

The information set forth in the Introductory Note is incorporated herein by reference.

At the effective time of the merger, each MLP Public Unit issued and outstanding immediately prior to the effective time of the Merger was converted into, and became exchangeable for, 0.4900 of a Parent Share. Parent did not issue any fractional Parent Shares in the Merger, but if the Exchange Ratio resulted in a holder of MLP Public Units being entitled to receive a fraction of a Parent Share, such fractional interest was rounded up to the nearest whole Parent Share.

Item 5.01 Changes in Control of the Registrant

The information set forth in the Introductory Note of this Current Report on Form8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February7, 2018, each of Ella Ruth Gera, Jeff D. Morris, Eitan Raff, Sheldon Stein, Snir Weissman, David Wiessman and Pery Yeshayahu resigned and ceased to be directors of MLP General Partner effective as of the effective time of the Merger. The resignations of Gera, Morris, Raff, Stein, Weissman, Wiessman and Yeshayahu were not due to any disagreement with MLP General Partner on any matter relating to its operations, policies or practices.

Also, on February7, 2018, each of Frederec Green, Kevin Kremke and Ezra Uzi Yemin were elected to be directors of MLP General Partner effective as of the effective time of the Merger.

Item 8.01 Other Events

On February7, 2018, MLP and Parent issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

ExhibitNo.

Description

2.1

Agreement and Plan of Merger, dated as of November8, 2017, by and among Delek US Holdings,Inc., Sugarland Mergeco, LLC, Alon USA Partners, LP, and Alon USA Partners GP, LLC (incorporated by reference herein to Exhibit2.1 to MLP’s Current Report on Form8-K filed on November9, 2017, File No.001-35742).

99.1

Press Release, dated February7, 2018.


Alon USA Partners, LP Exhibit
EX-99.1 2 a18-5547_1ex99d1.htm EX-99.1 Exhibit 99.1     Delek US Holdings Announces Closing the Acquisition of the Remaining 18.4 Percent of the Outstanding Units of Alon USA Partners   ·                  All-stock transaction at a fixed exchange ratio of 0.49 Delek US shares for each Alon USA Partners common unit   BRENTWOOD,…
To view the full exhibit click here

About Alon USA Partners, LP (NYSE:ALDW)

Alon USA Partners, LP (Alon) is engaged principally in the business of operating a crude oil refinery in Big Spring, Texas, with a crude oil throughput capacity of approximately 73,000 barrels per day, which the Company refers to as its Big Spring refinery. The Company refines crude oil into finished products, which the Company markets primarily in Central and West Texas, Oklahoma, New Mexico and Arizona through its integrated wholesale distribution network to retail convenience stores and other third-party distributors. Its Big Spring refinery is located on approximately 1,310 acres in the Permian Basin in West Texas. Major processes at its Big Spring refinery include fluid catalytic cracking, naphtha reforming, vacuum distillation, hydrotreating, aromatic extraction and alkylation. Its Big Spring refinery produces ultra-low sulfur gasoline, ultra-low sulfur diesel, jet fuel, petrochemicals, petrochemical feedstocks, asphalt and other petroleum products.

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