DELEK US HOLDINGS, INC. (NYSE:DK) Files An 8-K Other Events
Item 8.01
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Other Events
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Effective June 6, 2017, senior management of Delek US Holdings,
Inc. (“Delek US” or the Company) will begin using the materials
included in Exhibit 99.1 to this report (the Investor Presentation)
in connection with presentations to existing and prospective
investors. The Investor Presentation is incorporated into this Item
8.01 by this reference and will also be available on the Company’s
website at www.delekus.com.
Inc. (“Delek US” or the Company) will begin using the materials
included in Exhibit 99.1 to this report (the Investor Presentation)
in connection with presentations to existing and prospective
investors. The Investor Presentation is incorporated into this Item
8.01 by this reference and will also be available on the Company’s
website at www.delekus.com.
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 USA Energy, Inc. (“Alon”) , integration and transition
plans, synergies, opportunities, anticipated future performance and
financial position, and other factors.
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 USA Energy, Inc. (“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.
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.
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
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.
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 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 US and Alon have filed a joint proxy
statement/prospectus and will file other relevant documents
concerning the proposed merger with the SEC. Delek US 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 US, 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 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. 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.
respect of the proposed transaction between Delek US and Alon. In
connection with the proposed transaction, Delek 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 US and Alon have filed a joint proxy
statement/prospectus and will file other relevant documents
concerning the proposed merger with the SEC. Delek US 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 US, 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 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. 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 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 US 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.
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 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 US 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
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(a)
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Financial statements of businesses acquired.
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Not applicable.
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(b)
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Pro forma financial information.
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Not applicable.
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(c)
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Shell company transactions.
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Not applicable.
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(d)
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Exhibits.
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99.1 Investor presentation materials to be used beginning June 6,
2017.
2017.
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.