8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 6, 2023

Date of Report (Date of earliest event reported)

DELEK LOGISTICS PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	001-35721		45-5379027
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
310 Seven Springs Way, Suite 500	Brentwood	Tennessee	37027
(Address of Principal Executive)			(Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	DKL	New York Stock Exchange

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 7.01        Regulation FD Disclosure

Effective October 6, 2023, senior management of the general partner of Delek Logistics Partners, LP (the “Partnership,” “our” or “we”) 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 7.01 by this reference and will also be available on the Partnership's website at www.deleklogistics.com.

The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Partnership or any of its affiliates

Item 9.01        Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Investor Presentation materials to be used beginning October 6, 2023.
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: October 6, 2023	DELEK LOGISTICS PARTNERS, LP
	By: Delek Logistics GP, LLC
	its general partner
	/s/ Reuven Spiegel
	Name: Reuven Spiegel
	Title: Executive Vice President and Chief Financial Officer           (Principal Financial Officer)

EX-99.1

Investor Presentation Delek Logistics Partners, LP October 2023 Exhibit 99.1

2 Forward Looking Statement Forward Looking Statements: Delek US Holdings, Inc. (“Delek US”) and Delek Logistics Partners, LP (“Delek Logistics”; and collectively with Delek US, “we” or “our”) are traded on the New York Stock Exchange in the United States under the symbols “DK” and ”DKL”, respectively. These slides and any accompanying oral or written presentations contain forward-looking statements within the meaning of federal securities laws 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. Words such as "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "appears," "projects" and similar expressions, as well as statements in future tense, identify forward-looking statements. These forward-looking statements include, but are not limited to, the statements regarding the following: financial and operating guidance for future and uncompleted financial periods; financial strength and flexibility; potential for and projections of growth; return of cash to shareholders, stock repurchases and the payment of dividends, including the amount and timing thereof; cost reductions; crude oil throughput; crude oil market trends, including production, quality, pricing, demand, imports, exports and transportation costs; competitive conditions in the markets where our refineries are located; the performance of our joint venture investments, and the benefits, flexibility, returns and EBITDA therefrom; the potential for, and estimates of cost savings and other benefits from, acquisitions, divestitures, dropdowns and financing activities; long-term value creation from capital allocation; targeted internal rates of return on capital expenditures; execution of strategic initiatives and the benefits therefrom, including cash flow stability from business model transition and approach to renewable diesel; and access to crude oil and the benefits therefrom. Investors are cautioned that the following important factors, among others, may affect these forward-looking statements: uncertainty related to timing and amount of value returned to shareholders; 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, including uncertainties regarding future decisions by OPEC regarding production and pricing disputes between OPEC members and Russia; Delek US’ ability to realize cost reductions; risks related to Delek US’ exposure to Permian Basin crude oil, such as supply, pricing, production and transportation capacity; 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; the ability of the Wink to Webster joint venture to construct the long-haul pipeline; the ability of the Red River joint venture to expand the Red River pipeline; the possibility of litigation challenging renewable fuel standard waivers; the ability to grow the Big Spring Gathering System; 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 geographic areas in which we operate; and other risks contained in Delek US’ and Delek Logistics’ 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. Neither Delek US nor Delek Logistics undertakes any obligation to update or revise any such forward-looking statements.

3 Organizational Structure 21.3% interest (9.3 million Common limited partner units)(1) 100% Delek Logistics Partners, LP NYSE: DKL (the Partnership) Public Unitholders Operating Subsidiaries 78.7% interest (34.3 million Common limited partner units)(1) Delek Logistics GP, LLC (the General Partner) Delek US Holdings, Inc. NYSE: DK Non-economic ownership interest 100%

4 Gathering & Processing Marketing & Terminalling Storage & Transportation Pipeline Joint Ventures • ~200-mile Gathering System in the Midland Basin • ~805 miles(1) of crude and product transportation pipelines • ~485 miles of pipelines in Delaware Gathering Business • Wholesale and Marketing business in West Texas • 10 light product terminals in TX, TN and AR • Approximately 1.4 million barrels of shell capacity • Storage facilities with 10 million barrels of shell capacity • Rail offloading facilities • 3rd Party Crude Transportation • Three Joint Ventures with strategic connections to Cushing, Midland, and other key exchange points with MVC commitments ◦ Red River ◦ Caddo ◦ Rio • 10 terminals • ~1,970 miles of pipeline & gathering infrastructure • 10.8mmbbls storage capacity • Permian gathering assets • West Texas wholesale • JV crude oil pipelines: RIO / Caddo / Red River • >200 company-operated trucks • Rail Infrastructure and fleet • Own ~78.7% of DKL Integrated Company with Asset Diversity and Scale Strategically located assets with leverage to domestic crude

Overview (NYSE: DKL) 5 Investment Overview • Current distribution: $1.035/LP unit qtr; $4.140 /LP unit annualized (1); ~10% current yield (2) • Delivered 5% distribution CAGR in 2022 • MVC’s underpin ~79% of gross margins, providing stability to cash flows Strategic Priorities Balance Sheet 2Q23 Highlights • Net Income of $31.9 million, net cash from operating activities of $34.6 million • Distributable Cash Flow $60.5 million; DCF coverage ratio of 1.34x • EBITDA of $92.8 million versus $64.5 million in same quarter 2022 • Delivered 42nd consecutive quarter of distribution growth • $89.0 million of unused credit facility plus $7.7 million of cash as of June 30, 2023 • Leverage ratio of ~4.66x (3) as of June 30, 2023 • Strategic focus to maintain strong coverage and low leverage ratios • Further developing Permian Gathering System and Delaware Basin, based on accelerated producer activity • Growing third party business opportunities to increase and diversify gross margin • Expanding business development efforts throughout all three commodities (1) Annualized distribution based on quarterly distribution for quarter ended June 30, 2023 was paid on August 14, 2023 to unitholders on record on August 7, 2023. (2) Pricing as of 9/15/2023. (3) Leverage ratio based on last 12 months EBITDA as defined by credit facility covenants & disclosed in the earnings release.

6 $93.2 $(2.8) $6.0 $1.6 $1.0 $(6.2) $92.8 1Q23 EBITDA Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate 2Q23 EBITDA Delek Logistics Partners EBITDA 2Q23 vs 1Q23 ($mm) 2Q23 EBITDA Results by Segment Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate $52.66 $27.98 $14.98 $7.29 $(10.13)

(1)Solid Net Income and EBITDA performance DCF Supports Distribution Growth Distributable Cash Flow Coverage Ratio Financial Flexibility and Growing Distributable Cash Flow $' s in M ill io ns $90.2 $96.8 $159.3 $164.8 $159.1 $156.7 $164.0 $178.9 $245.3 $265.1 $311.9 $367.5 Net Income EBITDA 2018 2019 2020 2021 2022 2023LTM June $' s in M ill io ns $121.6 $127.0 $207.7 $215.8 $218.1 $243.6 2018 2019 2020 2021 2022 2023LTM June Distribution Per Unit 1.30 1.62 1.16 1.38 1.34 2Q22 3Q22 4Q22 1Q23 2Q23 $0.985 $0.990 $1.020 $1.025 $1.035 2Q22 3Q22 4Q22 1Q23 2Q23 7

(1) Optimizing the Balance Sheet 4.7 4.35 4.89 4.78 4.66 2Q22 3Q22 4Q22 1Q23 2Q23 Leverage Ratio Debt Maturity Profile Debt Balances 8 Leverage ratio based on last 12 months EBITDA as defined by credit facility covenants & disclosed in the earnings release. Debt Maturity Profile and Debt Balances as of 6/30/2023 $' s in M illi on s $292.5 $250.0 $811.0 $400.0 DKL TL DKL 2025 Notes DKL RCF DKL 2028 Notes 2023 2024 2025 2026 2027 2028 2029 2030 $1,531 $1,456 $1,670 $1,717 $1,754 $250 $250 $250 $250 $250 $400 $400 $400 $400 $400 $300 $296 $293 $881 $806 $720 $771 $811 $250M 6.75% Sr Notes $400M 7.125% Sr. Notes Term Loan A Revolver Borrowing 2Q22 3Q22 4Q22 1Q23 2Q23 Total Debt

Appendix

79% of 2Q23 Basic Gross Margin from Minimum Volume Commitments (MVCs) Duration of Contracts as of 2Q23 Multi-Year MVC Contracts Contract Highlights • The Lion/SALA Gathering System is supported by a long-term contract that includes three take-or-pay commitments ◦ Initial term of 5 years, maximum term of 15 years ◦ Crude oil transportation supported by a MVC of 46kbpd ◦ Refined products transportation supported by a MVC of 40kbpd ◦ Crude oil gathering throughput supported by a MVC of 14kbpd • East Texas Wholesale Marketing: contractual agreement with DK with MVC of 50kbpd • Big Spring marketing agreement: contractual agreement with DK with MVC of 65kbp • DPG contractual throughput volume of 135kbpd Performance Highlights • 2Q23 MVC gross margin performance up 26% vs 2Q22 • 79% of 2Q23 gross margin from Minimum Volume Commitments (MVCs) • MVC 2Q23 growth supported by 57% growth in 3rd party Gross Margin in 2Q23 vs 2Q22 $' s in M ill io ns $75 $77 $82 $89 $94$16 $39 $26 $28 $25 MVC Third Party 2Q22 3Q22 4Q22 1Q23 2Q23 $117 $91 $119 $108 $116 55% 5% 20% 20% Less than 1 year 1-3 years 3-5 years Greater than 5 years 10

11 Diversifying Cash Flows via Third-Party Revenues 2Q22 - Gathering & Processing Revenue 30% 70% Third-Party Affiliate 2Q23 - Gathering & Processing Revenue 47% 53% Third-Party Affiliate

DKL: Income Statement and Non-GAAP EBITDA Reconciliation Reconciliation of net income to EBITDA (in thousands) Three Months Ended June 30, Six Months Ended June 30, Three Months Ended December 31, Three Months Ended September 30, 2023 2022 2023 2022 2022 2022 Net income $ 31,896 $ 32,164 $ 69,263 $ 71,678 $ 42,700 $ 44,674 Add: Income tax expense 256 305 558 406 (411) 387 Depreciation and amortization 23,727 13,422 44,832 23,757 19,691 19,540 Amortization of customer contract intangible assets 1,802 1,803 3,605 3,606 1,803 1,802 Interest expense, net 35,099 16,812 67,680 31,062 28,683 22,559 EBITDA $ 92,780 $ 64,506 $ 185,938 $ 130,509 $ 92,466 $ 88,962 12 Reconciliation of Net Income to EBITDA: Year Ended December 31, 2022 2021 2020 2019 2018 Net income $ 159,052 $ 164,822 $ 159,256 $ 96,749 $ 90,182 Add: Income tax (benefit) expense 382 153 223 967 534 Depreciation and amortization 62,988 42,770 35,731 26,701 25,990 Amortization of marketing contract intangible asset 7,211 7,211 7,211 7,211 6,009 Interest expense, net 82,304 50,221 42,874 47,328 41,263 EBITDA $ 311,937 $ 265,177 $ 245,295 $ 178,956 $ 163,978

DKL: Segment EBITDA Reconciliation $'s In Thousands Three Months Ended June 30, 2023 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate $ 49,182 $ 52,076 $ 31,735 $ — $ — $ 132,993 Third party 44,055 66,751 3,112 — — 113,918 Total revenue $ 93,237 $ 118,827 $ 34,847 $ — $ — $ 246,911 Segment EBITDA $ 52,663 $ 27,983 $ 14,978 $ 7,285 $ (10,129) $ 92,780 Depreciation and amortization 18,801 1,880 2,304 — 742 23,727 Amortization of customer contract intangible — 1,802 — — — 1,802 Interest expense, net — — — — 35,099 35,099 Income tax benefit 256 Net income $ 31,896 Capital spending $ 18,877 $ (2,712) $ 3,215 $ — $ — $ 19,380 $'s In Thousands Three Months Ended June 30, 2022 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate $ 45,605 $ 46,110 $ 32,651 $ — $ — $ 124,366 Third party $ 19,221 $ 119,430 $ 3,733 $ — $ — $ 142,384 Total revenue $ 64,826 $ 165,540 $ 36,384 $ — $ — $ 266,750 Segment EBITDA $ 38,497 $ 18,807 $ 14,529 $ 7,073 $ (14,400) $ 64,506 Depreciation and amortization $ 8,640 $ 1,668 $ 2,180 $ — $ 934 $ 13,422 Amortization of customer contract intangible $ — $ 1,803 $ — $ — $ — $ 1,803 Interest expense, net $ — $ — $ — $ — $ 16,812 $ 16,812 Income tax benefit $ 305 Net income $ 32,164 Capital spending $ 26,630 $ 96 $ — $ — $ — $ 26,726 13

14 DKL: Reconciliation of Distributable Cash Flow Distributable Coverage Ratio Calculation (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Limited partners' distribution on common units $ 45,112 $ 42,832 $ 89,776 $ 85,436 Distributions to partners of Delek Logistics, LP $ 45,112 $ 42,832 $ 89,776 $ 85,436 Distributable cash flow $ 60,450 $ 49,363 $ 122,212 $ 101,089 Distributable cash flow coverage ratio (1) 1.34x 1.15x 1.36x 1.18x Distributable cash flow, as adjusted (2) 60,450 55,562 122,212 107,482 Distributable cash flow coverage ratio, as adjusted (3) 1.34x 1.30x 1.36x 1.26x Reconciliation of Amounts Reported Under U.S. GAAP (In thousands) Three Months Ended June 30, Six Months Ended June 30, Three Months Ended December 31, Three Months Ended September 30, 2023 2022 2023 2022 2022 2022 Reconciliation of net cash from operating activities to distributable cash flow: Net cash provided by operating activities $ 34,612 $ 85,137 $ 63,802 $ 133,057 $ (105,314) $ 164,425 Changes in assets and liabilities 27,259 (26,920) 64,929 (20,908) 164,781 (94,450) Non-cash lease expense (2,247) (9,686) (4,447) (11,484) (2,670) (2,100) Distributions from equity method investments in investing activities — 1,187 1,440 1,737 — — Regulatory capital expenditures not distributable 391 (233) (3,855) (1,040) (6,501) (2,143) Reimbursement from (refund to) Delek for capital expenditures 674 1 1,011 (14) 1,171 19 Accretion of asset retirement obligations (176) (123) (352) (247) (181) (168) Deferred income taxes (518) — (629) — 71 (76) Gain (loss) on disposal of assets 455 — 313 (12) (6) 132 Distributable Cash Flow $ 60,450 $ 49,363 $ 122,212 $ 101,089 $ 51,351 $ 65,639 Transaction costs — 6,199 — 6,393 — 4,211 Distributable Cash Flow, as adjusted (1) $ 60,450 $ 55,562 $ 122,212 $ 107,482 $ 51,351 $ 69,850 (1) Distributable cash flow coverage ratio is calculated by dividing distributable cash flow by distributions to be paid in each respective period. (2) Distributable cash flow adjusted to exclude transaction costs associated with the Delaware Gathering Acquisition (formerly 3 Bear). (3) Distributable cash flow coverage ratio, as adjusted is calculated by dividing distributable cash flow, as adjusted for transaction costs by distributions to be paid in each respective period.

15 (1) Distributable cash flow coverage ratio is calculated by dividing distributable cash flow by distributions to be paid in each respective period. (2) Distributable cash flow adjusted to exclude transaction costs associated with the 3 Bear Acquisition. (3) Distributable cash flow coverage ratio, as adjusted is calculated by dividing distributable cash flow, as adjusted for transaction costs by distributions to be paid in each respective period *The distributions for the three months ended and year ended December 31, 2020 reflect the impact of the distribution waiver that waived all of the distributions for the first quarter of 2020 on the 5.0 million Additional Units, related to the Big Spring Gathering Assets transaction, with respect to base distributions and the IDRs. In addition, the distributions for the three months ended and year ended December 31, 2020 reflect the waiver of distributions in respect of the IDRs associated with the Additional Units for at least two years. Subsequently, the IDRs were eliminated in the Restructuring Transaction on August 13, 2020. DKL: Reconciliation of Distributable Cash Flow Distributable Coverage Ratio Calculation (In thousands) Year Ended December 31, 2022 2021 2020 2019 2018 Distributions to partners of Delek Logistics, LP Limited partners' distribution on common units $ 172,933 $ 164,484 $ 127,070 $ 83,873 $ 76,114 General partner's distributions — — $ 986 $ 1,711 $ 1,552 General partner's incentive distribution rights — — 17,632 31,781 24,224 Total distributions to be paid $ 172,933 $ 164,484 $ 145,688 $ 117,365 $ 101,890 Distributable cash flow $ 218,079 $ 215,781 $ 207,664 $ 127,002 $ 121,592 Distributable cash flow coverage ratio (1) 1.26x 1.31x 1.43x 1.08x 1.19x Distributable cash flow, as adjusted (2) 228,683 215,781 Distributable cash flow coverage ratio, as adjusted (3) 1.32x 1.31x Reconciliation of Amounts Reported Under U.S. GAAP (In thousands) Year Ended December 31, 2022 2021 2020 2019 2018 Reconciliation of net cash from operating activities to distributable cash flow: Net cash provided by operating activities $ 192,168 $ 275,162 $ 193,016 $ 130,399 $ 147,953 Changes in assets and liabilities 49,423 (51,429) 19,777 (571) (21,910) Non-cash lease expense (16,254) (9,652) (6,075) (193) — Distributions from equity method investments in investing activities 1,737 8,774 2,741 804 1,162 Regulatory capital expenditures not distributable (9,684) (8,232) (1,296) (8,569) (7,326) Reimbursement from (refund to) Delek for capital expenditures 1,176 1,913 263 5,828 3,115 Accretion of asset retirement obligations (596) (461) (427) (397) (359) Deferred income taxes (5) (353) (401) (496) (152) Gain (loss) on disposal of assets 114 59 66 197 (891) Distributable Cash Flow $ 218,079 $ 215,781 $ 207,664 $ 127,002 $ 121,592 Transaction costs 10,604 — — — — Distributable Cash Flow, as adjusted (1) $ 228,683 $ 215,781 $ 207,664 $ 127,002 $ 121,592 (1) Distributable cash flow adjusted to exclude transaction costs associated with the 3 Bear Acquisition.

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Cover Page Document	Oct. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 06, 2023
Entity Registrant Name	DELEK LOGISTICS PARTNERS, LP
Entity Incorporation, State or 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
Title of 12(b) Security	Common Units Representing Limited Partner Interests
Trading Symbol	DKL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001552797
Amendment Flag	false