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

April 1, 2024

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 April 1, 2024, 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 April 1, 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 1, 2024	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 March 2024 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 72.7% interest 34.3 million common limited partner units (1) Non-economic ownership interest (1) Ownership as of 3/12/2024 100% 27.3% interest 12.9 million common limited partner units(1) Delek US Holdings, Inc. NYSE: DK Delek Logistics GP, LLC (the General Partner) 100%

4 Asset Overview: Premium Midland Footprint

Gathering & Processing Wholesale Marketing & Terminalling Storage & Transportation Pipeline Joint Ventures Includes pipelines, trucks, which provide crude oil gathering and natural gas gathering and processing, water disposal and recycling and storage services, as well as crude oil, intermediate and refined products transportation ~240-mile Gathering System in the Midland Basin with 65 tank battery connections and terminals with total storage capacity of ~400,000 barrels ~804 miles 1 of crude and product transportation pipelines ~510 miles of pipelines in Delaware Gathering Business with 88 MMcf/d of natural gas processing capacity, 140 MBbl/d of crude gathering capacity, 120 MBbl of crude storage capacity and 220 MBbl/d of water disposal capacity G&P assets are integrated with pipeline assets in support of DK’s refining operations in Tyler, El Dorado and Big Spring, as well as third parties Terminalling services for 3rd parties and DK Wholesale and Marketing business in West Texas 9 light product terminals in Texas, Tennessee and Arkansas Approximately 1.2 million barrels of shell capacity Markets 100% of refined products output of Tyler refinery in East Texas and Big Spring refinery in West Texas Owns ~100 miles of product pipelines in West Texas • Connects Abilene and San Angelo, TX terminals to Magellan Orion Pipeline Storage facilities with 10.0 million barrels of shell capacity Rail offloading facilities Trucks and ancillary assets Provides crude oil, intermediate and refined products transportation / storage services, primarily in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas 3rd party crude transportation Three joint ventures with strategic connections to Cushing, Permian, and other key exchange points with MVC commitments RIO (33% Ownership) • JV with MPLX • 109 mile crude pipeline completed in 2016 Caddo (50% Ownership) • JV with Plains Pipeline LP • 80 mile crude pipeline completed in 2017 Red River (33% Ownership) • JV with Plains Pipeline LP • 16 inch crude oil pipeline with expansion project completed in October 2020 Segment Overview 5 (1) Includes approximately 240 miles of leased pipeline capacity

Overview 6 •Gathering & Processing third-party revenues up 33% vs FY 2022 • 4Q23 Minimum Volume Commitments (MVC) gross margin performance up ~20% year-over-year • Current distribution: $1.055/LP unit qtr.; $4.22/LP unit annualized2; ~10% current yield3 Strategic Initiatives Financial Strength 2023 Highlights • Adj. EBITDA of $385.1 million 1 • Net Income of $126.2 million, net cash from operating activities of $225.3 million • Distributable Cash Flow $248.2 million1 • $269.5 million of unused credit facility, $70.0 million availability under Related Party Revolving Credit Facility and $3.8 million of cash as of December 31, 2023 •DCF coverage ratio of 1.37x ; Leverage ratio of ~4.34x 4 as of December 31, 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) See Reconciliation in Appendix (2) Annualized distribution based on quarterly distribution for quarter ended December 31st; (3) Pricing as of 3/8/2024 (4) Leverage ratio based on last 12 months (“LTM”) EBITDA as defined by credit facility covenants and disclosed in the earnings release Investment Overview: Delek Logistics (NYSE: DKL) - FY 2023

7 Cash Flows: Stability and Diversification Gross Margin ($’s in millions) Annual Net Revenues • 2023 Minimum Volume Commitments (MVC) gross margin performance up 24% year-over-year • ~80% of 2023 gross margin from MVC • 2023 MVC gross margin supported by 23% increase in 3rd party gross year-over-year 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 33% vs FY2022 (1) Based on FY 2023 $316 $395 $488

8 2023 Adj. EBITDA Results by Segment ($’s in millions) Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate $214.3 $106.5 $63.9 $31.4 $(31.0) Adj. EBITDA: 2023 vs 20221 $MM’s $311.9 $39.1 $23.4 $7.6 $(0.3) $3.4 $385.1 2022 Adj. EBITDA Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate 2023 Adj. EBITDA (1) See reconciliation in appendix

Distributable Cash Flows (DCF)1 ($’s in millions) Financial Strength: Growing Cash Flows Net Income and EBITDA Performance1 ($’s in millions) (1) See reconciliation in appendix 9

Financial Strength: Strong and Stable Distributions Distribution Per Unit 10 DCF Coverage Ratio 21% Growth Rate

• On March 13, 2024 Delek Logistics closed on a follow-on offering of $650 million of 8.625% Senior Notes due 2029. The 2025 Senior Notes and Term Loan are in the process of being retired through the use of proceeds raised from the 2029 Senior Notes. • The transaction significantly extends our debt maturity profile. Transaction Summary 11 (1) Indebtedness excludes unamortized discount and deferred financing costs (2) Adjusted for 2029 Senior Notes which closed on March 13, 2024 (3) Based on 43.6 million units (before equity offering) or 47.2 million units (after equity offering) and $40.68 per unit as of 3/22/2024 (4) Total commitments inclusive of $1,050 million Revolving Credit Facility and $70 million Related Party Revolving Credit Facility (5) Adjusted for underwritten public offering of 3.6 million DKL units which closed on March 12, 2024

Financial Flexibility: Optimizing the Balance Sheet 12 (1) Leverage Ratio is presented as of December 31st of each year based on LTM EBITDA as defined by credit facility covenants and disclosed in the earnings release. (2) The Pro Forma Leverage Ratio reflects the proceeds from the underwritten offering of DKL units which closed on March 12, 2024 as if the transaction had closed on December 31, 2023. (3) Debt Maturity Profile reflects the issuance of $650 million of senior notes due 2029 on March 13, 2024, and accompanying redemption of senior notes due 2025. Leverage Ratio1,2 Debt Maturity Profile3

Appendix

Duration of Contracts as of 4Q23 Multi-Year MVC Contracts Contract Highlights • Less than 1 year primarily includes contracts with DK for assets supporting Tyler and El Dorado refineries, negotiations anticipated in 1H24 • 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% 14

Segment EBITDA Reconciliation Year Ended December 31, 2023 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate $ 212,537 $ 218,997 $ 132,269 $ — $ — $ 563,803 Third party $ 158,573 $ 286,704 $ 11,329 $ — $ — $ 456,606 Total revenue $ 371,110 $ 505,701 $ 143,598 $ — $ — $ 1,020,409 Segment EBITDA $ 199,463 $ 106,512 $ 63,850 $ 31,424 $ (30,969) $ 370,280 Impairment of goodwill $ 14,848 $ — $ — $ — — $ 14,848 Segment Adjusted EBITDA $ 214,311 $ 106,512 $ 63,850 $ 31,424 $ (30,969) $ 385,128 Depreciation and amortization $ 72,181 $ 7,055 $ 9,839 $ — $ 3,309 $ 92,384 Amortization of customer contract intangible $ — $ 7,211 $ — $ — $ — $ 7,211 Interest expense, net $ — $ — $ — $ — $ 143,244 $ 143,244 Income tax expense $ 1,205 Net income $ 126,236 Capital spending $ 74,683 $ 2,111 $ 4,548 $ — $ — $ 81,342 Year Ended December 31, 2022 Gathering and Processing Wholesale Marketing and Terminalling Storage and Transportation Investments in Pipeline Joint Ventures Corporate and Other Consolidated Net revenues: Affiliate $ 185,845 $ 173,084 $ 120,482 $ — $ — $ 479,411 Third party 119,582 $ 415,800 $ 21,614 $ — $ — $ 556,996 Total revenue $ 305,427 $ 588,884 $ 142,096 $ — $ — $ 1,036,407 Segment EBITDA $ 175,250 $ 83,098 $ 56,269 $ 31,683 $ (34,363) $ 311,937 Depreciation and amortization 47,206 $ 6,308 $ 8,591 $ — $ 883 $ 62,988 Amortization of customer contract intangible — $ 7,211 $ — $ — $ — $ 7,211 Interest expense, net — $ — $ — $ — $ 82,304 $ 82,304 Income tax benefit $ 382 Net income $ 159,052 Capital spending $ 122,594 $ 1,548 $ 6,528 $ — $ — $ 130,670 15

Annual EBITDA Reconciliation 16 Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited) (In thousands) Year Ended December 31, 2019 2020 2021 2022 2023 Reconciliation of Net Income to EBITDA: Net income $ 96,749 $ 159,256 $ 164,822 $ 159,052 $ 126,236 Add: Income tax expense (benefit) $ 967 $ 223 $ 153 $ 382 $ 1,205 Depreciation and amortization $ 26,701 $ 35,731 $ 42,770 $ 62,988 $ 92,384 Amortization of marketing contract intangible $ 7,211 $ 7,211 $ 7,211 $ 7,211 $ 7,211 Interest expense, net $ 47,328 $ 42,874 $ 50,221 $ 82,304 $ 143,244 EBITDA $ 178,956 $ 245,295 $ 265,177 $ 311,937 $ 370,280 Impairment of goodwill $ — $ — $ — $ — $ 14,848 Adjusted EBITDA $ 178,956 $ 245,295 $ 265,177 $ 311,937 $ 385,128

(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. (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 Delek Logistics Partners, LP Distributable Coverage Ratio Calculation (In thousands) Year Ended December 31, 2019 2020 2021 2022 2023 Distributions to partners of Delek Logistics, LP $ 83,873 $ 127,070 $ 164,484 $ 172,933 $ 181,344 Limited partners' distribution on common units $ 1,711 $ 986 — — — General partner's distributions $ 31,781 $ 17,632 — — — Total distributions to be paid $ 117,365 $ 145,688 $ 164,484 $ 172,933 $ 181,344 Distributable cash flow $ 127,002 $ 207,664 $ 215,781 $ 218,079 $ 248,177 Distributable cash flow coverage ratio (1) 1.08x 1.43x 1.31x 1.26x 1.37x Distributable cash flow, as adjusted (2) 127,002 207,664 215,781 228,683 248,177 Distributable cash flow coverage ratio, as adjusted (3) 1.08x 1.43x 1.31x 1.32x 1.37x (1) Distributable cash flow adjusted to exclude transaction costs associated with Delaware Gathering Acquisition. Annual Reconciliation of Distributable Cash Flow 17 Delek Logistics Partners, LP Reconciliation of Amounts Reported Under U.S. GAAP (In thousands) Year Ended December 31, 2019 2020 2021 2022 2023 Reconciliation of net cash from operating activities to distributable cash flow: Net cash provided by operating activities $ 130,399 $ 193,016 $ 275,162 $ 192,168 $ 225,319 Changes in assets and liabilities $ (571) $ 19,777 $ (51,429) $ 49,423 $ 29,474 Non-cash lease expense $ (193) $ — $ (9,652) $ (16,254) $ (9,549) Distributions from equity method investments in investing activities $ 804 $ 2,741 $ 8,774 $ 1,737 $ 9,002 Regulatory capital expenditures not distributable $ (8,569) $ — $ (8,232) $ (9,684) $ (7,272) Reimbursement from (refund to) Delek for capital expenditures $ 5,828 $ 263 $ 1,913 $ 1,176 $ 1,280 Accretion of asset retirement obligations $ (397) $ (427) $ (461) $ (596) $ (705) Deferred income taxes $ (496) $ (401) $ (353) $ (5) $ (638) Gain (loss) on disposal of assets $ 197 $ 66 $ 59 $ 114 $ 1,266 Distributable Cash Flow $ 127,002 $ 207,664 $ 215,781 $ 218,079 $ 248,177 Transaction costs $ — $ — $ — $ 10,604 $ — Distributable Cash Flow, as adjusted (1) $ 127,002 $ 207,664 $ 215,781 $ 228,683 $ 248,177

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Cover Page Document	Apr. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 01, 2024
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