DELEK US HOLDINGS, INC. (NYSE:DK) Files An 8-K Other Events

DELEK US HOLDINGS, INC. (NYSE:DK) Files An 8-K Other EventsItem 8.01Other Events.

As previously disclosed, on April 14, 2015, Delek US Energy, Inc., a Delaware corporation (f/k/a Delek US Holdings, Inc.) (“Old Delek”), entered into a Stock Purchase Agreement (the “SPA”) with Alon Israel Oil Company, Ltd. (“Alon Israel”), providing for Old Delek’s acquisition of approximately 33.7 million shares of the common stock of Alon USA Energy, Inc. (“Alon USA”) then-owned by Alon Israel, representing an equity interest in Alon USA of approximately 48 percent. As part of the consideration for such common stock of Alon USA, Alon Israel was issued 6,000,000 restricted shares of Old Delek’s common stock, par value $0.01 per share (the “Old Delek Shares”). to the SPA, Alon Israel granted Old Delek a right of first offer on the Old Delek Shares for a period of five years following the closing of the transactions contemplated by the SPA.

Also as previously disclosed, as of July 1, 2017, the registrant, Delek US Holdings, Inc., a Delaware corporation (f/k/a Delek Holdco, Inc.) (“Delek”), became the successor issuer to Old Delek to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended, to the transactions contemplated by an Agreement and Plan of Merger with Alon USA and the other parties thereto. As a result of this transaction, the Old Delek Shares were exchanged for restricted shares of Delek’s common stock, par value $0.01 per share (the “Delek Shares”).

Further, as previously disclosed, on December 29, 2016, the board of directors of Old Delek authorized the repurchase of up to $150.0 million in aggregate value of Delek Shares, from time to time in the open market or privately negotiated transactions, with such stock repurchase program not having an expiration date.

On January 16, 2018, Alon Israel delivered a ROFO Notice (as defined in the SPA) to Delek stating its intention to sell 2,000,000 Delek Shares in the open market and granting Delek the right of first offer at a price of $37.64 per share, as computed in accordance with the SPA. On January 17, 2018, Delek delivered a ROFO Election Notice (as defined in the SPA) to Alon Israel stating its intention to acquire the 2,000,000 Delek Shares from Alon Israel at a price of $37.64 per share (the “ROFO Transaction”). The closing of the ROFO Transaction occurred on January 23, 2018. Delek paid Alon Israel approximately $75.3 million for the Delek Shares. The ROFO Transaction is authorized under the stock repurchase program.

On January 23, 2018, Delek issued a press release announcing the closing of the ROFO Transaction to the stock repurchase program. A copy of the press release is filed as Exhibit 99.1 hereto.

Forward Looking Statements:

This communication may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “intend,” “will,” “should,” and similar expressions, as they relate to Delek and its subsidiaries are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Delek does not assume any obligation to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

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.

Delek US Holdings, Inc. ExhibitEX-99.1 2 ex991-dkpressreleasexrepur.htm EXHIBIT 99.1 DK PRESS RELEASE 1.23.18 Exhibit EX 99.1Delek US Announces Repurchase of 2.0 million Shares from Affiliates of Alon IsraelBrentwood,…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.