Form 8-K - Current report

false 0001552797 0001552797 2024-10-08 2024-10-08

 

 

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 8, 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)

[phone]

(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. ☐

 

 

 

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Item 8.01

Other Events.

On October 8, 2024, Delek Logistics Partners, LP (the “Partnership”) issued a press release in accordance with Rule 134 under the Securities Act of 1933, as amended, announcing the commencement of an underwritten public offering of $150,000,000 of common units representing limited partner interests in the Partnership pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”).

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press release of Delek Logistics Partners, LP, dated October 8, 2024.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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: October 8, 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)

Exhibit 99.1

Delek Logistics Partners, LP Announces Proposed Public Offering of Common Units

BRENTWOOD, Tenn., Oct. 8, 2024 – Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) announced today that it has commenced an underwritten public offering of $150,000,000 of common units representing limited partner interests in Delek Logistics pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement relating to the offering will also be filed with the SEC. Delek Logistics intends to grant the underwriters a 30-day option to purchase up to an additional $22,500,000 of common units. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Delek Logistics intends to use the net proceeds from the offering (including any net proceeds from the underwriters’ exercise of their option to purchase additional common units) to redeem its outstanding convertible preferred units and to repay outstanding borrowings under its revolving credit agreement.

Avigal Soreq, our President and Chief Executive Officer, and certain other of our executives (collectively, the “Executives”), have indicated an interest in purchasing up to $300,000 of the common units offered in the offering at the price offered to the public. Because this indication is not a binding agreement or commitment to purchase, the Executives may elect not to purchase any units in the offering, or the underwriters may elect not to sell any units in the offering to the Executives.

BofA Securities, Barclays, and RBC Capital Markets are acting as joint book-running managers for the offering. A copy of the preliminary prospectus supplement and accompanying base prospectus relating to this offering may be obtained from any of the underwriters, including BofA Securities at NC1-022-02-25 at 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department or by email at [e-mail]; Barclays Capital Inc. at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, [e-mail], (888)-603-5847; and RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, by telephone at 877-822-4089 or by email at [e-mail]. You may also obtain these documents for free when they are available by visiting the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

About Delek Logistics Partners, LP

Delek Logistics is a midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region, Delek Logistics provides gathering, pipeline, transportation, and other services for its customers in crude oil, intermediates, refined products, natural gas, storage, wholesale marketing, terminalling, water disposal and recycling.

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Delek Holdings (NYSE: DK) owns the general partner interest as well as a majority limited partner interest in Delek Logistics and is also a significant customer.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and Private Securities Litigation Reform Act of 1995, including statements regarding the closing of the offering and the anticipated use of the net proceeds therefrom. These statements may contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,” “expect” or similar expressions, as well as statements in the future tense, are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Delek Logistics’ control. Delek Logistics’ actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties, including those which might affect the offering, and the impact of any natural disasters or public health emergencies. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Delek Logistics’ filings and reports with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2023 and other reports and filings with the SEC.

Document and Entity Information	Oct. 08, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001552797
Document Type	8-K
Document Period End Date	Oct. 08, 2024
Entity Registrant Name	DELEK LOGISTICS PARTNERS, LP
Entity Incorporation State 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
Security 12b Title	Common Units Representing Limited Partner Interests
Trading Symbol	DKL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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