Delek US Holdings,Inc. (NYSE:DK) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
The text set forth under “Introductory Note” above is incorporated herein by reference.
On the Closing Date, Parent completed the acquisition of MLP through the Merger.
Under the terms of the Merger Agreement, at the effective time of the Merger, each common unit representing limited partnership interests in MLP other than common units owned by Parent and its affiliates (each, a “MLP Public Unit”) issued and outstanding immediately prior to the effective time of the Merger was converted into, and become exchangeable for, 0.4900 of a share of validly issued, fully paid and non-assessable Parent shares and each such MLP Public Unit was canceled and retired and ceased to exist (each, a “Parent Share” and such ratio, the “Exchange Ratio”). Parent did not issue any fractional Parent Shares in the Merger, but if the Exchange Ratio resulted in a holder of MLP Public Units being entitled to receive a fraction of a Parent Share, such fractional interest was rounded up to the nearest whole Parent Share.
The issuance of Parent Shares in connection with the Merger was registered under the Securities Act of 1933 (the “Securities Act”) to Parent’s Registration Statement on FormS-4 (Reg No.(333-222014)), declared effective by the Securities and Exchange Commission (the “SEC”) on January8, 2018. The joint consent statement/prospectus (the “Joint Consent Statement/Prospectus”) included in the registration statement contains additional information about the Merger and incorporates by reference additional information about the Merger from Current Reports on Form8-K filed by Parent and MLP and incorporated by reference into the Joint Consent Statement/Prospectus.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit2.1.
Item 8.01 Other Events
On February7, 2018, Parent and MLP issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
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.
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ExhibitNo. |
Description |
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2.1 |
Agreement and Plan of Merger, dated as of November8, 2017, by and among Delek US Holdings,Inc., Sugarland Mergeco, LLC, Alon USA Partners, LP, and Alon USA Partners GP, LLC (incorporated by reference herein to Exhibit2.1 to Parent’s Current Report on Form8-K filed on November9, 2017, File No.001-38142). |
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99.1 |
Press Release, dated February7, 2018. |