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

December 15, 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 December 15, 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 December 15, 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: December 15, 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 December 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; risks and uncertainties related to the integration by Delek Logistics of the Delaware Gathering business following its acquisition; Delek US’ ability to realize cost reductions; risks related to Delek US’ exposure to Permian Basin crude oil, such as supply, gathering, 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 Midland 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 to reflect events or circumstances that occur, or which Delek US or Delek Logistics becomes aware of, after the date hereof, except as required by applicable law or regulation.

3 Ownership Structure Delek Logistics Partners, LP NYSE: DKL (the Partnership) Public Unitholders Operating Subsidiaries 78.7% interest 34.3 million common limited partner units (1) Non-economic ownership interest (1) Ownership as of 9/30/2023 100% 21.3% interest 9.3 million common limited partner units(1) Delek US Holdings, Inc. NYSE: DK Delek Logistics GP, LLC (the General Partner) 100%

4 Wholesale Marketing & Terminalling Storage & Transportation • ~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 Texas, Tennessee, and Arkansas • 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 ― Permian and Delaware gathering assets ― ~1,970 miles of pipeline & gathering infrastructure ― 10.8 mmbbls storage capacity ― West Texas wholesale ― JV crude oil pipelines ― 10 terminals ― >200 company-operated trucks ― Rail Infrastructure and fleet Asset Overview: Premium Midland Footprint (1) Includes approximately 240 miles of leased pipeline capacity Gathering & Processing Pipeline Joint Ventures

Overview 5 Investment Overview: Delek Logistics (DKL) • Current distribution: $1.045/LP unit qtr.; $4.18/LP unit annualized(1); ~8% current yield(2) •Targeting 5% year-over-year growth for 2023 •MVC’s underpin ~75% of gross margins, providing stability to cash flows Strategic Initiatives Financial Strength 3Q23 Highlights •Net Income of $34.8 million, net cash from operating activities of $46.8 million •Distributable Cash Flow $61.4 million •EBITDA of $98.2 million, in-line to exceed $100 million quarterly run-rate •$89.0 million of unused credit facility plus $4.2 million of cash as of September 30, 2023 •DCF coverage ratio of 1.35x; Leverage ratio of ~4.55x(3) as of September 30, 2023 •Focused on maintaining strong coverage and improving leverage ratio to less than 4x •Growing Permian Gathering System based on accelerating producer activity •Expanding business development efforts throughout all three commodities •Increasing 3rd party business to reduce sponsor dependency (1) Annualized distribution based on quarterly distribution for quarter ended September 30th; (2) Pricing as of 11/30/2023; (3) Leverage ratio based on last 12 months EBITDA as defined by credit facility covenants & disclosed in the earnings release.

6 Cash Flows: Stability and Diversification Gross Margin ($’s in millions) Net Revenues • 3Q23 Minimum Volume Commitments (MVC) gross margin performance up 21% vs 3Q22 • 75% of 3Q23 gross margin from MVC • MVC 3Q23 growth supported by 28% increase in 3rd party gross margin vs 2Q23 56% 44% • Approximately half of DKL's net revenues are from third parties1 • Continue to focus on growing third party revenues ◦ Gathering & Processing third-party revenues up 50% vs nine months 2022 (1) Based on Nine months ended September 30, 2023

7 3Q23 EBITDA Results by Segment ($’s in millions) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate $52.9 $28.1 $17.9 $9.3 $(10.0) DKL EBITDA: 3Q23 vs 2Q23 $MM’s $92.8 $0.2 $0.2 $2.9 $2.0 $0.1 $98.2 2Q23 EBITDA Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate 3Q23 EBITDA

Distributable Cash Flows (DCF) ($’s in millions) Financial Strength: Growing Cash Flows 8LTM - Last Twelve Months Net Income and EBITDA Performance ($’s in millions)

Financial Strength: Strong and Stable Distributions Distribution Per Unit 9 DCF Coverage Ratio 5.56% Growth Rate

Financial Flexibility: Optimizing the Balance Sheet Leverage Ratio Debt Maturity Profile1 10 Debt Issuance ($’s in millions) 2018 $730 2019 $664 2020 $600 2021 $735 2022 $2,043 (1) As of September 30, 2023

Appendix

Duration of Contracts as of 3Q23 Multi-Year MVC Contracts Contract Highlights • Less than 1 year primarily includes contracts with DK for assets supporting Tyler and El Dorado refineries, negotiation ongoing • The Lion/SALA Gathering System is supported by a long- term contract with three take-or-pay commitments ▪ Crude oil transportation: 46kbpd MVC ▪ Refined products transportation: 40kbpd MVC ▪ Crude oil gathering: 14kbpd MVC • East Texas wholesale marketing agreement with DK: 50kbpd MVC • Big Spring wholesale marketing agreement with DK: 65kbpd MVC • DPG contractual throughput volume: 135kbpd MVC 5% 20% 20% 12

Segment EBITDA Reconciliation Three Months Ended September 30, 2023 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate $ 55,419 $ 70,610 $ 30,382 $ — $ — $ 156,411 Third party $ 39,406 $ 76,500 $ 3,507 — — $ 119,413 Total revenue $ 94,825 $ 147,110 $ 33,889 $ — $ — $ 275,824 Segment EBITDA Depreciation and amortization $ 52,906 $ 28,135 $ 17,914 $ 9,288 $ (10,002) $ 98,241 Amortization of customer $ 19,263 $ 1,769 $ 2,704 — $ 849 $ 24,585 contract intangible — $ 1,803 — — — $ 1,803 Interest expense, net — — — — $ 36,901 $ 36,901 Income tax benefit $ 127 Net income $ 34,825 Capital spending $ 12,002 $ 2,123 $ 522 $ — $ — $ 14,647 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 Depreciation and amortization $ 52,663 $ 27,983 $ 14,978 $ 7,285 $ (10,129) $ 92,780 Amortization of customer $ 18,801 $ 1,880 $ 2,304 $ — $ 742 $ 23,727 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 13

Annual and LTM EBITDA Reconciliation Reconciliation of net income to EBITDA (in thousands) Three Months Ended December 31, Nine Months Ended September 30, 2022 2023 Net income 42,700 104,088 Add: Income tax expense (411) 685 Depreciation and amortization 19,691 69,417 Amortization of customer contract intangible assets 1,803 5,408 Interest expense, net 28,683 104,581 EBITDA 92,466 284,179 14 Reconciliation of Net Income to EBITDA: Year Ended December 31, 2018 2019 2020 2021 2022 Net income $ 90,182 $ 96,749 $ 159,256 $ 164,822 $ 159,052 Add: Income tax (benefit) expense $ 534 $ 967 $ 223 $ 153 $ 382 Depreciation and amortization $ 25,990 $ 26,701 $ 35,731 $ 42,770 $ 62,988 Amortization of marketing contract intangible asset $ 6,009 $ 7,211 $ 7,211 $ 7,211 $ 7,211 Interest expense, net $ 41,263 $ 47,328 $ 42,874 $ 50,221 $ 82,304 EBITDA $ 163,978 $ 178,956 $ 245,295 $ 265,177 $ 311,937

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 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. LTM and Quarterly Reconciliation of Distributable Cash Flow Delek Logistics Partners, LP Reconciliation of Amounts Reported Under U.S. GAAP (In thousands) Three Months Ended December 31, Nine Months Ended September 30, 2022 2023 Reconciliation of net cash from operating activities to distributable cash flow: Net cash provided by operating activities $ (105,314) $ 110,630 Changes in assets and liabilities $ 164,781 $ 81,368 Non-cash lease expense $ (2,670) $ (7,407) Distributions from equity method investments in investing activities $ — $ 4,477 Regulatory capital expenditures not distributable $ (6,501) $ (5,924) (Refund to) reimbursement from Delek Holdings for capital expenditures $ 1,171 $ 942 Accretion of asset retirement obligations $ (181) $ (529) Deferred income taxes $ 71 $ (753) Gain on disposal of assets $ (6) $ 804 Distributable Cash Flow $ 51,351 $ 183,608 Transaction costs — — Distributable Cash Flow, as adjusted $ 51,351 $ 183,608 Delek Logistics Partners, LP Distributable Coverage Ratio Calculation (In thousands) Three Months Ended March 31, Three Months Ended June 30, Three Months Ended September 30, 2023 2022 2023 2022 2023 2022 Distributions to partners of Delek Logistics, LP $ 44,664 $ 42,604 $ 45,112 $ 42,832 $ 45,558 $ 43,057 Distributable cash flow $ 60,450 $ 49,363 $ 61,396 $ 65,639 Distributable cash flow coverage ratio (1) 1.34x 1.15x 1.35x 1.52x Distributable cash flow, as adjusted (2) $ 61,762 $ 51,726 $ 60,450 $ 55,562 $ 61,396 $ 69,850 Distributable cash flow coverage ratio, as adjusted (3) 1.38x 1.21x 1.34x 1.30x 1.35x 1.62x

16 (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. Delek Logistics Partners, LP Distributable Coverage Ratio Calculation (In thousands) Year Ended December 31, 2018 2019 2020 2021 2022 Distributions to partners of Delek Logistics, LP $ 76,114 $ 83,873 $ 127,070 $ 164,484 $ 172,933 Limited partners' distribution on common units $ 1,552 $ 1,711 $ 986 — — General partner's distributions $ 24,224 $ 31,781 $ 17,632 — — Total distributions to be paid $ 101,890 $ 117,365 $ 145,688 $ 164,484 $ 172,933 Distributable cash flow $ 121,592 $ 127,002 $ 207,664 $ 215,781 $ 218,079 Distributable cash flow coverage ratio (1) 1.19x 1.08x 1.43x 1.31x 1.26x Distributable cash flow, as adjusted (2) 121,592 127,002 207,664 215,781 228,683 Distributable cash flow coverage ratio, as adjusted (3) 1.19x 1.08x 1.43x 1.31x 1.32x Delek Logistics Partners, LP Reconciliation of Amounts Reported Under U.S. GAAP (In thousands) Year Ended December 31, 2018 2019 2020 2021 2022 Reconciliation of net cash from operating activities to distributable cash flow: Net cash provided by operating activities $ 152,958 $ 130,398 $ 193,016 $ 275,162 $ 192,168 Changes in assets and liabilities $ (26,915) $ (571) $ 19,777 $ (51,429) $ 49,423 Non-cash lease expense $ — $ (193) $ (6,075) $ (9,652) $ (16,254) Distributions from equity method investments in investing activities $ 1,162 $ 804 $ 2,741 $ 8,774 $ 1,737 Regulatory capital expenditures not distributable $ (7,326) $ (8,569) $ (1,296) $ (8,232) $ (9,684) Reimbursement from (refund to) Delek for capital expenditures $ 3,115 $ 5,828 $ 263 $ 1,913 $ 1,176 Accretion of asset retirement obligations $ (359) $ (397) $ (427) $ (461) $ (596) Deferred income taxes $ (152) $ (496) $ (401) $ (353) $ (5) Gain (loss) on disposal of assets $ (891) $ 197 $ 66 $ 59 $ 114 Distributable Cash Flow $ 121,592 $ 127,001 $ 207,664 $ 215,781 $ 218,079 Transaction costs — — — — 10,604 Distributable Cash Flow, as adjusted (1) $ 121,592 $ 127,001 $ 207,664 $ 215,781 $ 228,683 (1) Distributable cash flow adjusted to exclude transaction costs associated with the 3 Bear Acquisition. Annual Reconciliation of Distributable Cash Flow

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Cover Page Document	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 15, 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