Delek US Holdings, Inc. (NYSE:DK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On February 26, 2018, Delek US Holdings, Inc., a Delaware corporation (“Delek US”), as guarantor, and certain subsidiaries (such subsidiaries, the “Sellers”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DKL Big Spring, LLC, a Delaware limited liability company (“Buyer”) and a wholly-owned subsidiary of Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), to which, Buyer agreed to acquire, subject to the terms and conditions in the Purchase Agreement, certain logistics assets located at or associated with a refinery near Big Spring, Texas, owned and operated by Delek US and its affiliates (the “Big Spring Logistics Assets”) and the Sellers’ light products distribution terminal located in Stephens County, Oklahoma (the “Duncan Terminal” and, together with the Big Spring Logistics Assets, the “Transferred Assets”). The purchase price for the Transferred Assets is $315 million in cash, subject to certain post-closing adjustments.
The Purchase Agreement contains certain representations, warranties, covenants and indemnities. In addition, the Purchase Agreement contemplates that, at closing, the parties will enter into long-term agreements whereby the Partnership’s subsidiaries will provide logistics, asphalt handling and marketing services to the Sellers.
The parties expect to close the transaction in March 2018.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
Relationships
Delek US owns a 61.5% limited partnership interest in the Partnership and a 94.6% interest in Delek Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), which owns the entire 2.0% general partner interest and all incentive distribution rights in the Partnership. Each of the Partnership, the General Partner, Buyer, and the Sellers and the other subsidiaries of the Partnership is a direct or indirect subsidiary of Delek US. As a result, certain individuals, including officers and directors of Delek US and the General Partner, serve as officers and/or directors of more than one of such other entities. Additionally, the Partnership and Delek US have certain commercial relationships as further described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017.
Item 9.01 Financial Statements and Exhibits.
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(a) |
Financial statements of business acquired. |
Not applicable.
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(b) |
Pro forma financial information. |
Not applicable.
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(c) |
Shell company transactions. |
Not applicable.
(d) Exhibits.
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Exhibit No. |
Description |
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Asset Purchase Agreement, dated as of February 26, 2018, by and among DKL Big Spring, LLC, Delek US Holdings, Inc., Alon USA Partners, LP, Alon USA GP II, LLC, Alon USA Delaware, LLC, Alon USA Refining, LLC, and Alon USA, LP.
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* Certain schedules have been omitted to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.
Delek US Holdings, Inc. ExhibitEX-2.1 2 dk_dklbigspringconformedas.htm EXHIBIT 2.1 DK_DKL BIG SPRING ASSET PURCHASE AGREEMENT 3.2.18 Exhibit Execution VersionExhibit 2.1ASSET PURCHASE AGREEMENT(Big Spring Refinery Logistics Assets and Duncan Terminal)amongAlon USA Partners,…To view the full exhibit click here
About Delek US Holdings, Inc. (NYSE:DK)
Delek US Holdings, Inc. is an integrated energy business focused on petroleum refining, the transportation, storage and wholesale of crude oil, intermediate and refined products and convenience store retailing. The Company operates through three segments: Refining, Logistics and Retail. Its Refining Segment operates independent refineries in Tyler, Texas, and El Dorado, Arkansas with a combined design crude distillation capacity of approximately 155,000 barrels per day (bpd). The Logistics Segment gathers, transports and stores crude oil and markets, distributes, transports and stores refined products in select regions of the southeastern United States and west Texas for both its refining segment and third parties. Its Retail Segment markets gasoline, diesel, other refined petroleum products and convenience merchandise through a network of over 360 Company-operated retail fuel and convenience stores located in Alabama, Arkansas, Georgia, Kentucky, Mississippi, Tennessee and Virginia.