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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Legal Proceedings Regarding the Merger with Alon USA Energy, Inc.
As previously disclosed, on January 2, 2017, Delek US Holdings,
Inc. (Delek), Alon USA Energy, Inc. (Alon), Delek Holdco, Inc., a
wholly owned subsidiary of Delek (HoldCo), Dione Mergeco, Inc., a
wholly owned subsidiary of HoldCo (Dione Mergeco) and Astro
Mergeco, Inc., a wholly owned subsidiary of HoldCo (Astro Mergeco),
entered into an Agreement and Plan of Merger (the Merger
Agreement), as amended by the First Amendment to the Merger
Agreement, dated as of February 27, 2017, and the Second Amendment
to the Merger Agreement, dated as of April 21, 2017. On May 30,
2017, Delek and Alon filed a definitive joint proxy statement,
which was supplemented on June 6, 2017 (as supplemented, the Proxy
Statement) with the Securities and Exchange Commission for the
solicitation of proxies in connection with special meetings of
Alons and Deleks stockholders to be held on June 28, 2017 and June
29, 2017, respectively, to vote upon, among other things, matters
necessary to complete the mergers of Dione Mergeco with and into
Delek, with Delek surviving as a wholly owned subsidiary of HoldCo,
and Astro Mergeco with and into Alon, with Alon surviving (the
Mergers).
Inc. (Delek), Alon USA Energy, Inc. (Alon), Delek Holdco, Inc., a
wholly owned subsidiary of Delek (HoldCo), Dione Mergeco, Inc., a
wholly owned subsidiary of HoldCo (Dione Mergeco) and Astro
Mergeco, Inc., a wholly owned subsidiary of HoldCo (Astro Mergeco),
entered into an Agreement and Plan of Merger (the Merger
Agreement), as amended by the First Amendment to the Merger
Agreement, dated as of February 27, 2017, and the Second Amendment
to the Merger Agreement, dated as of April 21, 2017. On May 30,
2017, Delek and Alon filed a definitive joint proxy statement,
which was supplemented on June 6, 2017 (as supplemented, the Proxy
Statement) with the Securities and Exchange Commission for the
solicitation of proxies in connection with special meetings of
Alons and Deleks stockholders to be held on June 28, 2017 and June
29, 2017, respectively, to vote upon, among other things, matters
necessary to complete the mergers of Dione Mergeco with and into
Delek, with Delek surviving as a wholly owned subsidiary of HoldCo,
and Astro Mergeco with and into Alon, with Alon surviving (the
Mergers).
As previously disclosed in a Form 8-K filed on June 16, 2017, three
purported stockholders of Alon and one purported stockholder of
Delek have filed four lawsuits in connection with the Mergers. One
of these plaintiffs had filed a motion seeking to preliminarily
enjoin the Alon stockholder vote, but withdrew the motion on June
19, 2017. Delek has determined to voluntarily supplement the Proxy
Statement as described in this Current Report on Form 8-K in order
to moot certain of the plaintiffs unmeritorious disclosure claims,
alleviate the costs, risks and uncertainties inherent in litigation
and provide additional information to its stockholders. Nothing in
this Current Report on Form 8-K shall be deemed an admission of the
legal necessity or materiality under applicable laws of any of the
disclosures set forth herein. To the contrary, Delek specifically
denies all allegations in the aforementioned lawsuits, including
without limitation, that any additional disclosure was or is
required.
purported stockholders of Alon and one purported stockholder of
Delek have filed four lawsuits in connection with the Mergers. One
of these plaintiffs had filed a motion seeking to preliminarily
enjoin the Alon stockholder vote, but withdrew the motion on June
19, 2017. Delek has determined to voluntarily supplement the Proxy
Statement as described in this Current Report on Form 8-K in order
to moot certain of the plaintiffs unmeritorious disclosure claims,
alleviate the costs, risks and uncertainties inherent in litigation
and provide additional information to its stockholders. Nothing in
this Current Report on Form 8-K shall be deemed an admission of the
legal necessity or materiality under applicable laws of any of the
disclosures set forth herein. To the contrary, Delek specifically
denies all allegations in the aforementioned lawsuits, including
without limitation, that any additional disclosure was or is
required.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
Delek is providing additional information regarding the Proxy
Statement to its stockholders. These disclosures should be read in
connection with the Proxy Statement, which should be read in its
entirety. To the extent that the information set forth herein
differs from or updates information contained in the Proxy
Statement, the information set forth herein shall supersede or
supplement the information in the Proxy Statement. Defined terms
used but not defined herein have the meanings set forth in the
Proxy Statement. Without admitting in any way that the disclosures
below are material or otherwise required by law, Delek makes the
following amended and supplemental disclosures (with additional
language in bold and underlined text below):
Statement to its stockholders. These disclosures should be read in
connection with the Proxy Statement, which should be read in its
entirety. To the extent that the information set forth herein
differs from or updates information contained in the Proxy
Statement, the information set forth herein shall supersede or
supplement the information in the Proxy Statement. Defined terms
used but not defined herein have the meanings set forth in the
Proxy Statement. Without admitting in any way that the disclosures
below are material or otherwise required by law, Delek makes the
following amended and supplemental disclosures (with additional
language in bold and underlined text below):
The disclosure in the fourth paragraph on page 82 of the Proxy
Statement is hereby supplemented by amending and restating the
paragraph in its entirety to read as follows:
Statement is hereby supplemented by amending and restating the
paragraph in its entirety to read as follows:
On March 2, 2015, Delek delivered a letter to the Alon Board
requesting approval for purposes of Section 203 with respect to the
potential purchase by Delek of some or all of the Alon shares held
by Alon Israel. In response, the Alon Board formed a special
committee consisting of independent directors – Ron Haddock, Ilan
Cohen, Yeshayahu Pery and Zalman Segal>(the 203 Special
Committee) and authorized it to review, negotiate and evaluate
Deleks request and make a recommendation to the Alon Board.
requesting approval for purposes of Section 203 with respect to the
potential purchase by Delek of some or all of the Alon shares held
by Alon Israel. In response, the Alon Board formed a special
committee consisting of independent directors – Ron Haddock, Ilan
Cohen, Yeshayahu Pery and Zalman Segal>(the 203 Special
Committee) and authorized it to review, negotiate and evaluate
Deleks request and make a recommendation to the Alon Board.
The disclosure in the first full paragraph on page 83 of the Proxy
Statement is hereby supplemented by amending and restating the
paragraph in its entirety to read as follows:
Statement is hereby supplemented by amending and restating the
paragraph in its entirety to read as follows:
In addition, during early April 2015, Delek negotiated with the 203
Special Committee certain revisions and amendments to the
Stockholder Agreement, including a standstill provision prohibiting
Delek from acquiring additional shares that would result in Delek
owning more than 49.99% of the outstanding Alon common stock before
the 12-month anniversary of the closing of Deleks purchase of the
Alon shares from Alon Israel. The Amended and Restated Stockholder
Agreement, entered into on April 14, 2015, also permitted Delek to
nominate its own slate of directors, if it chose to do so, for
Alons 2016 annual meeting of stockholders.>>Specifically, the
Stockholder Agreement included, among others, the following terms:
Special Committee certain revisions and amendments to the
Stockholder Agreement, including a standstill provision prohibiting
Delek from acquiring additional shares that would result in Delek
owning more than 49.99% of the outstanding Alon common stock before
the 12-month anniversary of the closing of Deleks purchase of the
Alon shares from Alon Israel. The Amended and Restated Stockholder
Agreement, entered into on April 14, 2015, also permitted Delek to
nominate its own slate of directors, if it chose to do so, for
Alons 2016 annual meeting of stockholders.>>Specifically, the
Stockholder Agreement included, among others, the following terms:
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Until May 14, 2016, neither Delek nor any of its affiliates
and associates will own, acquire, or attempt to acquire any of Alon’s common stock or preferred stock (collectively, the “Alon USA Capital Stock”), or securities that are settled in or represent the right to acquire Alon USA Capital Stock, in excess of 49.99 percent of the outstanding shares of Alon USA Capital Stock on an as-converted basis, or, in the event of a Triggering Transaction, 51 percent of the |
outstanding shares. A Triggering Transaction is defined as (a) the
public disclosure of an acquisition of shares by any person (other
than Delek, any of its affiliates or associates or affiliates of
Alon) of Alon USA Capital Stock representing 15 percent or more of
the outstanding voting power of Alon USA Capital Stock that has
been approved by the Alon Board for purposes of Section 203 of the
Delaware General Corporation Law or (b) a bona fide tender or
exchange offer by any person (other than Alon, Delek or any of its
affiliates or associates) to purchase outstanding shares of Alon
USA Capital Stock if such offer is not withdrawn or terminated.
public disclosure of an acquisition of shares by any person (other
than Delek, any of its affiliates or associates or affiliates of
Alon) of Alon USA Capital Stock representing 15 percent or more of
the outstanding voting power of Alon USA Capital Stock that has
been approved by the Alon Board for purposes of Section 203 of the
Delaware General Corporation Law or (b) a bona fide tender or
exchange offer by any person (other than Alon, Delek or any of its
affiliates or associates) to purchase outstanding shares of Alon
USA Capital Stock if such offer is not withdrawn or terminated.
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Until May 14, 2016, all shares of Alon USA Capital stock
owned by Delek and its affiliates and associates will be voted, in Deleks discretion, on any matter put to a vote of the Alon stockholders either as recommended by the Alon Board or proportionally with the votes cast by all other holders of Alon USA Capital Stock, except for certain matters (including voting on a merger or sale of all or substantially all assets of Alon, amendments to Alons certificate of incorporation, dissolution of Alon or issuance of Alon USA Capital Stock) as to each of which Delek and its affiliates and associates may vote their shares in their sole discretion. However, in the event of a Triggering Transaction, Delek and its affiliates and associates will not vote, or otherwise take any action with respect to, any shares of Alon USA Capital Stock in excess of 49.99 percent of the voting power of the outstanding shares of Alon USA Capital Stock at any meeting of Alon stockholders. |
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Until the election of directors at Alon’s 2016 annual
meeting of stockholders (the “2016 Alon Annual Meeting”), the Alon Board shall only nominate directors for election that are recommended by a committee of the Alon Board consisting solely of two or more independent directors of Alon (the “Independent Nominating Committee”). At any Alon stockholder meeting held prior to the 2016 Alon Annual Meeting, Delek will vote all Alon USA Capital Stock Delek, its affiliates and associates hold (i) in favor of all director nominees nominated by the Independent Nominating Committee, provided, however, that a specified number of such director nominees constituting less than a majority of the Alon Board shall be persons designated by Delek who are reasonably acceptable to the Independent Nominating Committee to serve as members of the Alon Board, (ii) against any other nominees and (iii) against the removal of any member of the Alon Board if the Independent Nominating Committee so recommends. |
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The bylaws of Alon were amended to provide that, until the
final adjournment of the 2016 Alon Annual Meeting, the affirmative vote of at least 90% of the Alon Board shall be required to remove or replace the chairman of the Alon Board without cause. |
For additional information, please see the Stockholder Agreement,
which is filed as an exhibit and is incorporated by reference
herein.
which is filed as an exhibit and is incorporated by reference
herein.
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.
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 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 Deleks 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 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
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 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 Deleks 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 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 Deleks and
Alons filings with the United States Securities and Exchange
Commission.
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 Deleks 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 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 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 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 of 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.
between Delek 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 of 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 and Alon. In
connection with the proposed transaction, 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 and Alon have filed a joint proxy
statement/prospectus and will file other relevant documents
concerning the proposed merger with the SEC. Delek 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, 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 or Alon may file with the SEC or
send to stockholders in connection with the proposed transaction.
STOCKHOLDERS OF DELEK 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
will be made available free of charge on Deleks website at
http://www.delekus.com or by contacting Deleks 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 and Alon. In
connection with the proposed transaction, 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 and Alon have filed a joint proxy
statement/prospectus and will file other relevant documents
concerning the proposed merger with the SEC. Delek 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, 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 or Alon may file with the SEC or
send to stockholders in connection with the proposed transaction.
STOCKHOLDERS OF DELEK 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
will be made available free of charge on Deleks website at
http://www.delekus.com or by contacting Deleks 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 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 common
stock and Alon common stock in respect of the proposed transaction.
Information about the directors and executive officers of Delek is
set forth in the proxy statement for Deleks 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 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
directors and executive officers, may be deemed to be participants
in the solicitation of proxies from the holders of Delek common
stock and Alon common stock in respect of the proposed transaction.
Information about the directors and executive officers of Delek is
set forth in the proxy statement for Deleks 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 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.
copies of these documents as described in the preceding paragraph.
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Item 9.01
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Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
99.1 Amended and Restated Stockholder Agreement between Delek US
Holdings, Inc. and Alon USA Energy, Inc. dated April 14, 2015
(incorporated by reference to Exhibit 99.2 to Schedule 13D filed
with the SEC on May 26, 2016 by Delek US Holdings, Inc.).
Holdings, Inc. and Alon USA Energy, Inc. dated April 14, 2015
(incorporated by reference to Exhibit 99.2 to Schedule 13D filed
with the SEC on May 26, 2016 by Delek US Holdings, Inc.).
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.