Delek US Holdings, Inc. (NYSE:DK) (“Delek US”) and Alon USA
Partners, LP (NYSE:ALDW) (“Alon Parnters”) today announced that
Alon Partners’ general partner has set January 2, 2018 as the
record date for determining holders of common units in Alon
Partners entitled to execute and deliver written consents with
respect to the proposed acquisition.
The approval and adoption of the acquisition
requires the affirmative vote or consent of holders of at least a
majority of the outstanding common units in Alon Partners. Delek US
and its affiliates currently own approximately 51.0 million common
units of Alon Partners, or approximately 81.6 percent of the
outstanding units. A subsidiary of Delek US, which owns a
sufficient number of Alon Partners common units to approve the
merger on behalf of all Alon Partners public unitholders, has
executed a support agreement in which it has irrevocably agreed to
consent to the merger. Under terms of the merger agreement, the
owners of the outstanding common units in Alon Partners that Delek
US and its affiliates do not currently own will receive a fixed
exchange ratio of 0.49 Delek US shares for each common unit of Alon
Partners.
About Delek US Holdings,
Inc.Delek US Holdings, Inc. is a diversified downstream
energy company with assets in petroleum refining, logistics,
asphalt, renewable fuels and convenience store retailing. The
refining assets consist of refineries operated in Tyler and Big
Spring, Texas, El Dorado, Arkansas and Krotz Springs, Louisiana
with a combined nameplate crude throughput capacity of 302,000
barrels per day. Delek US Holdings, through its subsidiaries,
currently owns 100 percent of the general partner and approximately
81.6 percent of the limited partner interests in Alon Partners,
which owns the crude oil refinery in Big Spring, Texas, with a
crude oil throughput capacity of 73,000 barrels per day and an
integrated wholesale marketing business.
The logistics operations primarily consist of
Delek Logistics Partners, LP. Delek US Holdings, Inc. and its
affiliates also own approximately 63 percent (including the 2
percent general partner interest) of Delek Logistics Partners, LP.
Delek Logistics Partners, LP (NYSE:DKL) is a growth-oriented master
limited partnership focused on owning and operating midstream
energy infrastructure assets.
The asphalt operations consist of owned or
operated asphalt terminals serving markets from Tennessee to the
West Coast through a combination of non-blended asphalt purchased
from third parties and production at the Big Spring, Texas and El
Dorado, Arkansas refineries. The renewables operations consist of
plants in Texas and Arkansas that produce biodiesel fuel and a
renewable diesel facility in California.
The convenience store retail business is the
largest 7-Eleven licensee in the United States and operates
approximately 300 convenience stores in central and west Texas and
New Mexico.
About Alon USA PartnersAlon USA
Partners, LP is a Delaware limited partnership in which Delek US
Holdings, Inc. (NYSE:DK) currently owns 100 percent of the general
partner and approximately 81.6 percent of the limited partner
interests. Alon Partners owns and operates a crude oil refinery in
Big Spring, Texas, with a crude oil throughput capacity of 73,000
barrels per day. Alon Partners refines crude oil into finished
products, which are marketed primarily in Central and West Texas,
Oklahoma, New Mexico and Arizona through its integrated wholesale
distribution network to retail convenience stores owned by Delek US
and other third-party distributors.
Safe Harbor Provisions Regarding
Forward-Looking StatementsThis press release contains
forward-looking statements 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. These
forward-looking statements include, but are not limited to,
statements regarding the proposed merger with Alon Partners
including the timing, closing and success thereof; the ability of
Delek US to simplify its corporate structure, reduce costs,
reallocate cash flow, capture synergies including relating to costs
of capital, refinance debt, increased daily trading volume; future
dropdowns and the success thereof; continued safe and reliable
operations; integration and transition plans, synergies,
opportunities, anticipated future performance and financial
position, and other factors.
Investors are cautioned that the following
important factors, among others, may affect these forward-looking
statements. These factors include but are not limited to: risks and
uncertainties related to the expected timing and likelihood of
completion of the proposed merger, including the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, the risk that the parties may
not be able to satisfy the conditions to the proposed transaction
in a timely manner or at all, the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of Delek US' common stock or Alon Partners' common
units, the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of Delek US and Alon
Partners to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers and on
their operating results and businesses generally, the risk that the
combined company may be unable to achieve cost-cutting synergies or
it may take longer than expected to achieve those synergies,
uncertainty related to timing and amount of future share
repurchases and dividend payments, 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; 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; 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
southern United States; and other risks contained in Delek US’ and
Alon Partners’ 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. Delek US
undertakes no obligation to update or revise any such
forward-looking statements, except as required by applicable law or
regulation.
No Offer or Solicitation
This communication relates to a proposed
business combination between Delek US and Alon Partners. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or
approval. This announcement is for informational purposes only and
is neither an offer to purchase, nor a solicitation of an offer to
sell, any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer or securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In connection with the proposed acquisition
transaction, a registration statement on Form S-4 has been filed
with the SEC that includes a preliminary consent statement of Alon
Partners. Delek US and Alon Partners also plan to file other
relevant materials with the SEC. UNITHOLDERS OF ALON PARTNERS ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE CONSENT
STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION
STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. The final consent statement/prospectus will be
mailed to unitholders of Alon Partners. Investors and security
holders will be able to obtain the documents, and any other
documents that Delek US has filed with the SEC, free of charge at
the SEC's website, www.sec.gov. In addition, documents filed with
the SEC by Delek US or Alon Partners will be available free of
charge by (1) for Delek US filings, accessing Delek US’ website at
www.delekus.com under the "Investor Relations" link and then under
the heading "SEC Filings"; (2) for Alon Partners filings, accessing
Alon Partners’ website at www.alonpartners.com under the heading
”SEC Filings”; (3) writing Delek US at 7102 Commerce Way,
Brentwood, TN 37027, Attention: Investor Relations; or (4) writing
Alon Partners at 7102 Commerce Way, Brentwood, TN 37027, Attention:
Investor Relations.
Participants in the Solicitation
Delek US, Alon Partners and their respective
directors and executive officers may be deemed to be participants
in the solicitation of consents in favor of the merger from the
public unitholders of Alon Partners. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading the consent statement/prospectus regarding the proposed
merger when it becomes available. Free copies of this document may
be obtained as described in the preceding paragraph.
Investor / Media Relations Contact:Keith
JohnsonDelek US Holdings, Inc.Vice President of Investor
Relations615-435-1366
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