Form 8-K - Current report

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

 

 

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 10, 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 (Commission File Number)				45-5379027
(State or other jurisdiction of incorporation)						(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 7.01

Regulation FD Disclosure.

On October 10, 2024, Delek Logistics Partners, LP (the “Partnership”) issued a press release announcing the closing of its underwritten public offering of 4,423,075 common units representing limited partner interests in the Partnership, including 576,922 common units sold pursuant to the underwriters’ full exercise of their option to purchase additional common units, at a price of $39.00 per unit. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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		Press release of Delek Logistics Partners, LP dated October 10, 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 10, 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 Closing of Public Offering of Common Units and Full Exercise of Underwriters’ Option to Purchase Additional Units

BRENTWOOD, Tenn., Oct. 10, 2024 – Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) announced today that it has closed its previously announced underwritten public offering of 4,423,075 common units representing limited partner interests in Delek Logistics, including 576,922 common units sold pursuant to the underwriters’ full exercise of their option to purchase additional common units, at a price of $39.00 per unit. Delek Logistics intends to use the gross proceeds of approximately $166 million, after underwriting fees and commissions and before other offering-related expenses, to redeem its outstanding convertible preferred units and to repay outstanding borrowings under its revolving credit agreement.

Avigal Soreq, our President, and certain other of our executives, purchased 7,177 of the common units offered in the offering at the price offered to the public.

The offering was made pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”). A prospectus supplement relating to the offering has also been filed with the SEC.

BofA Securities, Barclays, and RBC Capital Markets acted as joint book-running managers for the offering. A copy of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained from any of the underwriters, including BofA Securities, 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, or by email at [e-mail], or by telephone at (888)-603-5847; and RBC Capital Markets, LLC, attention: Equity Capital Markets, 200 Vesey Street, New York, NY 10281, or 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.

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

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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 the 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. 10, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001552797
Document Type	8-K
Document Period End Date	Oct. 10, 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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