Amendment: Delek US Holdings Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
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Item 2.01 Completion of Disposition of Assets.
On January 2, 2025, Delek Logistics Partners, LP (the “Partnership”) completed the acquisition (the “Gravity Acquisition”) of 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC (“Gravity”). Delek US Holdings, Inc. (the “Company”) owns the general partner and approximately 63.6% of the outstanding limited partner units of the Partnership.
This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2025 (the “Original Report”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were omitted from the Original Report, including the required financial statements of Gravity and the required pro forma financial information. Except as otherwise provided herein, the disclosures made in the Original Report remain unchanged.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The historical audited consolidated financial statements of Gravity as of December 31, 2023 and for the year ended December 31, 2023 and the related notes thereto, together with the report of PricewaterhouseCoopers LLP, independent auditors, concerning those financial statements and related notes, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
The historical unaudited consolidated financial statements of Gravity as of September 30, 2024 and for the nine months ended September 30, 2024, and the related notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company and Gravity as of September 30, 2024, the unaudited pro forma condensed combined statements of income of the Company and Gravity for the year ended December 31, 2023 and for the nine months ended September 30, 2024 and the related notes thereto, giving effect to the Gravity Acquisition, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(d) Exhibits.
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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: March 18, 2025 | DELEK US HOLDINGS, INC. | ||||
/s/ Mark Hobbs | |||||
Name: Mark Hobbs | |||||
Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||