UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 | Other Events. |
On April 12, 2024, Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), and Delek Logistics Finance Corp., a Delaware corporation and wholly-owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), issued a press release announcing that, subject to market and other conditions, the Issuers intend to offer for sale $200 million in aggregate principal amount of additional 8.625% senior notes due 2029 (the “Additional Notes”) in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended. The Additional Notes will be issued under the same indenture as the $650 million in aggregate principal amount of 8.625% senior notes due 2029 issued by the Issuers on March 13, 2024 (the “Existing Notes”) and will form a part of the same series of notes as the Existing Notes.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Press release of Delek Logistics Partners, LP and Delek Logistics Finance Corp., dated April 12, 2024. | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant 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.
Dated: April 12, 2024 |
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DELEK LOGISTICS PARTNERS, LP By: Delek Logistics GP, LLC its general partner | |||
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/s/ Reuven Spiegel | ||||
Name: | Reuven Spiegel | |||||
Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit 99.1
Delek Logistics Partners, LP Announces Proposed Offering of $200 Million of Additional 8.625% Senior Notes Due 2029
BRENTWOOD, Tenn., April 12, 2024 - Delek Logistics Partners, LP (NYSE: DKL) (Delek Logistics) announced today that it, along with Delek Logistics Finance Corp., a subsidiary of Delek Logistics (together with Delek Logistics, the Issuers), intends to offer $200 million in aggregate principal amount of additional 8.625% senior notes due 2029 (the Additional Notes) in a private placement to eligible purchasers, subject to market conditions. The Additional Notes will be issued under the same indenture as the $650 million in aggregate principal amount of 8.625% senior notes due 2029 issued by the Issuers on March 13, 2024 (the Existing Notes) and will form a part of the same series of notes as the Existing Notes.
Delek Logistics intends to use the net proceeds from the offering to repay a portion of the outstanding borrowings under its revolving credit facility.
The Additional Notes will be offered only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Additional Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Additional Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Additional Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Delek Logistics Partners, LP
Delek Logistics is a midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region, Delek Logistics provides gathering, pipeline, transportation, and other services for its customers in crude oil, intermediates, refined products, natural gas, storage, wholesale marketing, terminalling water disposal and recycling.
Delek US Holdings, Inc. (NYSE: DK) owns the general partner interest as well as a majority limited partner interest in Delek Logistics and is also a significant customer.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the offering and the anticipated use of the net proceeds therefrom. These statements may contain words such as possible, believe, should, could, would, predict, plan, estimate, intend, may, anticipate, will, if, expect or similar expressions, as well as statements in the future tense, are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Delek Logistics control. Delek Logistics actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties, including those which might affect the offering, and the impact of any natural disasters or public health emergencies. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Delek Logistics filings and reports with the Securities and Exchange Commission (SEC), including the Annual Report on Form 10-K for the year ended December 31, 2023 and other reports and filings with the SEC.
2
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Document and Entity Information |
Apr. 12, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001552797 |
Document Type | 8-K |
Document Period End Date | Apr. 12, 2024 |
Entity Registrant Name | DELEK LOGISTICS PARTNERS, LP |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-35721 |
Entity Tax Identification Number | 45-5379027 |
Entity Address, Address Line One | 310 Seven Springs Way |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Brentwood |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37027 |
City Area Code | (615) |
Local Phone Number | 771-6701 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Units Representing Limited Partner Interests |
Trading Symbol | DKL |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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