Delek Logistics Partners L.P. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits
$DKL
Natural Gas Distribution
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Repurchase Transaction
On February 24, 2025, Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”) and Delek US Holdings, Inc., a Delaware corporation (the “Company”), entered into a Common Unit Purchase Agreement (the “Purchase Agreement”) whereby the Partnership may repurchase common units of limited partnership interest in the Partnership (“Common Units”) from time to time from the Company in one or more transactions for an aggregate purchase price of up to $150 million through December 31, 2026 (each such repurchase, a “Repurchase” and all Repurchases, the “Repurchase Transaction”). The purchase price per Common Unit in each Repurchase will be the 30-day volume weighted average price of the Common Units at the close of trading on the day prior to the closing date, subject to certain limitations set forth in the Purchase Agreement. The Partnership may fund Repurchases using cash on hand or borrowings under its existing credit facility, subject to compliance with applicable covenants.
The terms of the Repurchase Agreement were unanimously approved by the Board of Directors (the “Board”) of Delek Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Conflicts Committee of the Board consisting solely of independent directors, as well as the independent Audit Committee of the Board of Directors of the Company. The Conflicts Committee retained independent legal advisors to assist it in evaluating and negotiating the Purchase Agreement and the Repurchase Transaction.
The Company made customary representations and warranties in the Purchase Agreement, including, among others, representations and warranties as to its organization, authorization to enter into the Purchase Agreement, ownership of the Repurchased Units and necessary consents and approvals. The Partnership also made customary representations and warranties in the Purchase Agreement, including, among others, representations and warranties as to its organization, authorization to enter into the Purchase Agreement and necessary consents and approvals.
Relationships
The Partnership is managed and controlled by the General Partner. The General Partner is wholly owned by the Company and its affiliates. As a result, certain individuals, including officers and directors of the Company, its affiliates and the General Partner, serve as officers and/or directors of the Partnership. In addition, the Company owns 34,111,278 Common Units through the its subsidiaries, representing approximately 63.6% of the Common Units outstanding as of the date hereof prior to giving effect to any Repurchase described herein.
Item 2.02 Results of Operations and Financial Condition
On February 25, 2025, the Partnership announced its financial results for the quarter ended December 31, 2024. The full text of the press release is furnished as Exhibit 99.1 hereto.
The information in the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” on Form 8-K. The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On February 25, 2025, the Partnership issued a press release announcing selected estimated 2025 financial information. A copy of the Partnership's press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and 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.
Date: February 25, 2025 | DELEK LOGISTICS PARTNERS, LP | ||||
By: Delek Logistics GP, LLC | |||||
its General Partner | |||||
/s/ Reuven Spiegel | |||||
Name: Reuven Spiegel | |||||
Title: Executive Vice President, Delek Logistics, and Chief Financial Officer (Principal Financial Officer) | |||||