Agreement and Plan of Merger

On January 2, 2017, Delek US Holdings, Inc., a Delaware corporation
(Delek), Alon USA Energy, Inc., a Delaware corporation (Alon),
Delek Holdco, Inc., a Delaware corporation and wholly owned
subsidiary of Delek (Holdco), Dione Mergeco, Inc., a Delaware
corporation and wholly owned subsidiary of Holdco (“Parent Merger
Sub”), and Astro Mergeco, Inc., a Delaware corporation and wholly
owned subsidiary of Holdco (Astro Merger Sub and, together with
Holdco and Parent Merger Sub, the Holdco Parties), entered into an
Agreement and Plan of Merger (the Merger Agreement) to which (i)
Parent Merger Sub will, upon the terms and subject to the
conditions thereof, merge with and into Delek (the Parent Merger),
with Delek surviving as a wholly owned subsidiary of Holdco and
(ii) Astro Merger Sub will, upon the terms and subject to the
conditions thereof, merge with and into Alon (the Astro Merger and,
together with the Parent Merger, the Mergers) with Alon surviving.

In the Parent Merger, each issued and outstanding share of common
stock of Delek, par value $0.01 per share (Delek Common Stock), or
fraction thereof, will be converted into the right to receive one
validly issued, fully paid and non-assessable share of Holdco
common stock, par value $0.01 per share (New Common Stock) or such
fraction thereof equal to the fractional share of Delek Common
Stock, upon the terms and subject to the conditions set forth in
the Merger Agreement.

In the Astro Merger, each issued and outstanding share of common
stock of Alon, par value $0.01 per share (Alon Common Stock), other
than Alon Common Stock held by Delek or any subsidiary of Delek,
will be converted into the right to receive 0.504 validly issued,
fully paid and non-assessable shares of New Common Stock, upon the
terms and subject to the conditions set forth in the Merger
Agreement (the New Stock Issuance).

At the Astro Effective Time (as defined in the Merger Agreement),
each restricted share of Alon Common Stock outstanding immediately
prior to the Astro Effective Time will (i) be assumed by Holdco and
converted into a restricted stock award denominated in shares of
New Common Stock and (ii) be subject to substantially the same
terms and conditions as applicable to such stock immediately before
the Astro Effective Time.

The completion of the Mergers is subject to satisfaction or waiver
of certain customary closing conditions, including, among others,
(1) the approval of the Merger Agreement by Alons stockholders, (2)
the approval of the issuance of New Common Stock in connection with
the Mergers by Deleks stockholders, (3) the expiration or
termination of any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (4) the receipt of
all government approvals required to be obtained in connection with
the execution and delivery of the Merger Agreement and the
consummation of the transactions contemplated thereby (the Merger
Transactions), (5) the listing of the New Common Stock on the New
York Stock Exchange, (6) the effectiveness of the registration
statement on Form S-4 registering the shares of New Common Stock
issuable in the Merger Transactions, (7) there being no order,
decree or injunction prohibiting the consummation of the Merger
Transactions, (8) subject to specified materiality standards, the
accuracy of the representations and warranties of the other party,
(9) performance and compliance by the other party in all material
respects with its covenants, and (10) other customary conditions
including receipt of a tax opinion from each partys counsel, dated
as of the closing date, to the effect that, (i) in the case of the
Astro Merger, such merger will qualify for U.S. federal income tax
purposes as an exchange within the meaning of Section 351 of the
Internal Revenue Code of 1986, as amended (the Code) and (ii) in
the case of the Parent Merger, such merger will qualify for U.S.
federal income tax purposes as a reorganization within the meaning
of Section 368(a) of the Code.

The Merger Agreement contains customary representations and
warranties from both Alon and the Holdco Parties, and each party
has agreed to customary covenants, including, among others,
covenants relating to (1) the conduct of its business during the
interim period between the execution of the Merger Agreement and
the effective time of the Mergers, (2) the obligation to use
reasonable best efforts to cause the Mergers to be consummated and
to obtain all permits, consents, approvals and authorizations of
all Governmental Authorities and third parties necessary to
consummate the Merger Transactions, (3) the obligation of Alon to
call a meeting of its stockholders to approve the Merger Agreement
and, subject to certain exceptions, to recommend that its
stockholders approve the Merger Agreement and the Merger
Transactions and (4) the obligation of Delek to call a meeting of
its stockholders to approve the New Stock Issuance and, subject to
certain exceptions, to recommend that its stockholders approve the
New Stock Issuance. The Merger Agreement also prohibits Alon and
Delek from soliciting alternative acquisition proposals, subject to
certain exceptions.

to the Merger Agreement, Delek must take all action necessary to
elect as directors of Holdco the directors of Delek immediately
prior to the Parent Effective Time (as defined in the Merger
Agreement); provided, however, within thirty days after the closing
date, Delek and Holdco must take all action necessary to increase
the size of the board of directors of Holdco by one seat and to
appoint an individual to such newly created position as designated
by the Independent Director Committee (as defined in the Merger
Agreement). to the Merger Agreement, Delek and Holdco must also,
within thirty days of the closing date, take all action necessary
to cause the board of directors of the general partner of Delek
Logistics Partners, L.P. to be increased by one seat, and to
appoint an individual to such newly created position as designated
by the Independent Director Committee.

The Merger Agreement permits Alon to continue paying a regular
dividend of up to $0.15 per share of Alon Common Stock and permits
Delek to continue paying a regular quarterly dividend.

The Merger Agreement contains certain termination rights that may
be exercised by either Delek or Alon, including in the event that
(i) both parties agree by mutual written consent to terminate the
Merger Agreement, (ii) the Mergers are not consummated by October
2, 2017, (iii) the approval required from either Deleks or Alons
stockholders is not obtained or (iv) any law or order permanently
restraining, enjoining or otherwise prohibiting consummation of the
Mergers having become final and non-appealable. Additionally, if
Alon has not obtained certain consents specified in the Merger
Agreement prior to 5:00 p.m. on April 2, 2017, Delek may terminate
the agreement by providing Alon with written notice of termination
on or before April 7, 2017. Upon termination of the Merger
Agreement, under certain circumstances, Alon may be required to pay
Delek a termination fee equal to $15,000,000, or Delek may be
required to pay Alon a termination fee equal to $20,000,000. In the
event either party pays a termination fee, it will have no further
liability to the other party with respect to the Merger Agreement,
provided, however, that each party remains liable to the other for
any additional damages if such party commits a willful and material
breach of a covenant, agreement or obligation under the Merger
Agreement.

The summary of the Merger Agreement in this Current Report on Form
8-K does not purport to be complete and is qualified by reference
to the full text of the Merger Agreement, which is filed as Exhibit
2.1 hereto and incorporated by reference herein.

Voting Agreements

Concurrently with the execution of the Merger Agreement, Alon,
Delek and each of David Wiessman, D.B.W. Holdings (2005) Ltd. (an
entity controlled by David Wiessman), Jeff Morris, and Karen Morris
entered into Voting, Irrevocable Proxy and Support Agreements (the
Voting Agreements) in connection with the Merger Agreement. Delek,
David Wiessman, D.B.W. Holdings (2005) Ltd., Jeff Morris and Karen
Morris are each individually referred to herein as an Alon
Stockholder and collectively as the Alon Stockholders.

The Voting Agreements generally require that the Alon Stockholders
vote or cause to be voted all Alon Common Stock owned by the Alon
Stockholders at the Company Stockholders Meeting (as defined in the
Merger Agreement) in favor of (1) the Mergers and the Merger
Agreement and any other transactions or matters contemplated by the
Merger Agreement and (2) any proposal to adjourn or postpone the
Company Stockholders Meeting to a later date if there are not
sufficient votes to adopt the Merger Agreement or if there are not
sufficient shares present in person or by proxy at such meeting to
constitute a quorum. In the case of the Alon Stockholders other
than Delek, the Voting Agreements also require that they vote in
favor of any other matter necessary to consummate the transactions
contemplated by the Merger Agreement, in each case at every meeting
(or in connection with any action by written consent) of the
Company Stockholders at which such matters are considered and at
every adjournment or postponement thereof, and vote against (1) any
Company Acquisition Proposal (as defined in the Merger Agreement),
(2) any action, proposal, transaction or agreement that could
reasonably be expected to result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
Alon under the Merger Agreement or of the Alon Stockholders under
the Voting Agreements and (3) any action, proposal, transaction or
agreement that could reasonably be expected to impede, interfere
with, frustrate, delay, discourage, adversely affect or inhibit the
timely consummation of the Merger or the fulfillment of conditions
under the Merger Agreement or change in any manner the voting
rights of any class of shares of the Alon.

Subject to certain exceptions, the Voting Agreements prohibit
certain sales, transfers, offers, exchanges, and dispositions of
Alon Common Stock owned by the Alon Stockholders, the granting of
any proxies or powers of attorney that is inconsistent with the
Voting Agreements, and the depositing of Alon Common Stock owned by
the Alon Stockholders into a voting trust or entering into a voting
agreement or arrangement with respect to the voting of shares of
Alon Common Stock owned by the Alon Stockholders during the term of
the Voting Agreements. The Voting Agreements provide that any Alon
Common Stock the Alon Stockholders acquire after the execution of
the Voting Agreements shall also be subject to the terms of the
Voting Agreements.

The Voting Agreements will terminate upon the earliest to occur of
(a) the consummation of the Merger, (b) a Company Change in
Recommendation or a Parent Change in Recommendation (solely in the
case of Delek) made in accordance with the Merger Agreement and (c)
the termination of the Merger Agreement to and in compliance with
its terms.

The summary of the Voting Agreements in this Current Report on Form
8-K does not purport to be complete and is qualified by reference
to the full text of such agreements, which are filed as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3 hereto and incorporated by
reference herein.

The Merger Agreement and Voting Agreements have been included to
provide investors with information regarding their terms. They are
not intended to provide any other factual information about Delek,
Alon or their respective subsidiaries or affiliates or to modify or
supplement any factual disclosures about Delek or Alon included in
their public reports filed with the SEC. The representations,
warranties and covenants contained in the Merger Agreement and
Voting Agreements were made only for purposes of such agreements
and as of specific dates, were solely for the benefit of the
respective parties to such agreements, may be subject to
limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the respective parties to such
agreements instead of establishing these matters as facts, and may
be subject to standards of materiality that differ from those
applicable to investors.

Investors should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the parties thereto or of any
of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of representations and
warranties may change after the date of the Merger Agreement and
the Voting Agreements, which subsequent information may or may not
be fully reflected in Delek’s public disclosures.

Item 8.01 Other Events

On January 3, 2017, Delek and Alon announced that they had entered
into the Merger Agreement. A copy of the joint press release is
attached hereto as Exhibit 99.1.

On January 3, 2017, Delek made available an investor presentation
regarding the Mergers. A copy of Delek’s investor presentation is
attached hereto as Exhibit 99.2.

Safe Harbor Provisions Regarding Forward-Looking Statements

This Current Report on Form 8-K 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, integration and transition plans, synergies,
opportunities, anticipated future performance and financial
position, and other factors.

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 US 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 US’ 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 US 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 Delek US 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. Delek US 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 US 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 or 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 US and Alon. In
connection with the proposed transaction, Delek US and/or Alon may
file one or more proxy statements, registration statements, proxy
statement/prospectuses or other documents with the SEC. This
communication is not a substitute for the proxy statement,
registration statement, proxy statement/prospectus or any other
documents that Delek US or Alon may file with the SEC or send to
stockholders in connection with the proposed transaction.
STOCKHOLDERS OF DELEK US 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. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of Delek US 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
US will be made available free of charge on Delek US website at
http://www.delekus.com or by contacting Delek US 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 US 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 US common
stock and Alon common stock in respect of the proposed transaction.
Information about the directors and executive officers of Delek US
is set forth in the proxy statement for Delek US 2016 Annual
Meeting of Stockholders, which was filed with the SEC on April 5,
2016, and in the other documents filed after the date thereof by
Delek US with the SEC. Information about the directors and
executive officers of Alon is set forth in the proxy statement for
Alon’s 2016 Annual Meeting of Shareholders, which was filed with
the SEC on April 1, 2016, 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.

Not applicable.

Not applicable.

Not applicable.

* Schedules have been omitted to Item 601(b)(2) of Regulation S-K.
Delek US Holdings, Inc. agrees to furnish supplementally a copy of
such schedules, or any section thereof, to the SEC upon request.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No. Description

* Schedules have been omitted