false 0001552797 0001552797 2024-08-16 2024-08-16

 

 

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

August 16, 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.)

 

LOGO

 

310 Seven Springs Way, Suite 500   Brentwood   Tennessee    37027
(Address of Principal Executive)        (Zip Code)

(615) 771-6701

(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. ☐

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

Additional 8.625% Senior Notes Due 2029

On August 16, 2024, Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), and Delek Logistics Finance Corp., a Delaware corporation and a wholly owned subsidiary of the Partnership (“Finance Corp.” and together with the Partnership, the “Issuers”), issued an additional $200,000,000 in aggregate principal amount of their 8.625% senior notes due 2029 (the “Additional Notes”).

The Additional Notes were sold in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States pursuant to Regulation S under the Securities Act.

The Partnership intends to use the net proceeds from the offering of the Additional Notes to repay a portion of the outstanding borrowings under its revolving credit facility.

Second Supplemental Indenture

The Additional Notes were issued pursuant to the second supplemental indenture, dated as of August 16, 2024 (the “Second Supplemental Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Second Supplemental Indenture supplements the indenture, dated as of March 13, 2024, among the Issuers, the guarantors party thereto (the “Guarantors”) and the Trustee (the “Base Indenture”, as supplemented by the first supplemental indenture, dated as of April 17, 2024 (the “First Supplemental Indenture”), and the Second Supplemental Indenture, the “Indenture”).

The $650,000,000 in aggregate principal amount of the Issuers’ 8.625% senior notes due 2029 issued by the Issuers under the Base Indenture on March 13, 2024, the $200,000,000 in aggregate principal amount of 8.625% senior notes due 2029 issued by the Issuers under the First Supplemental Indenture on April 17, 2024 (collectively, the “Existing Notes” and, together with the Additional Notes, the “Notes”) and the Additional Notes rank pari passu in right of payment and constitute a single class of securities for all purposes under the Indenture including, without limitation, waivers, amendments, redemptions and offers to purchase. The Additional Notes have the same terms as (other than their issue date and offering price), and are expected to be fungible for trading purposes with, the Existing Notes. The Additional Notes have the same CUSIP numbers as the Existing Notes, except that the Additional Notes issued pursuant to Regulation S will trade separately under a different CUSIP number until at least 40 days after the issue date of the Additional Notes, subject to the terms of the Indenture and the applicable procedures of the depository.

Interest and Maturity

The Notes will mature on March 15, 2029, and interest on the Notes is payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2024. Interest will be payable to holders of record on the March 1 and September 1 immediately preceding the related interest payment date, and will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Optional Redemption

At any time prior to March 15, 2026, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 10 or more than 60 days’ notice, at a redemption price of 108.625% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Partnership, provided that:

 

  •  

at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Partnership and its subsidiaries); and

 

  •  

the redemption occurs within 180 days of the date of the closing of each such equity offering.

Prior to March 15, 2026, the Issuers may on one or more occasions redeem all or part of the Notes, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to the sum of:

 

  •  

the principal amount thereof, plus

 

  •  

the Make Whole Premium (as defined in the Indenture) at the redemption date, plus

 

  •  

accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

On and after March 15, 2026, the Issuers may on one or more occasions redeem all or a part of the Notes, upon not less than 10 or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

 

YEAR    PERCENTAGE  

2026

      104.313 % 

2027

      102.156 % 

2028 and thereafter

      100.000 % 

The Issuers may also redeem all (but not a portion of) the Notes under certain circumstances if 90% or more of the aggregate principal amount of the outstanding Notes are purchased in connection with a change of control or alternate offer.

Change of Control

If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of Notes may require the Partnership to repurchase all or any part of that holder’s Notes for cash at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest on the Notes repurchased, to the date of settlement (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the settlement date).

Certain Covenants

The Indenture contains covenants that, among other things, limit the Partnership’s ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities or redeem subordinated securities; (iv) make investments; (v) restrict distributions, loans or other asset transfers from the Partnership’s restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of the Partnership’s properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates.

Events of Default

Upon a continuing event of default, the trustee or the holders of 25% of the principal amount of the then outstanding Notes may declare all the Notes immediately due and payable, except that a default resulting from a bankruptcy or insolvency with respect to the Partnership or any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Partnership, will automatically cause all outstanding Notes to become due and payable immediately without further action or notice. Each of the following constitutes an event of default under the Indenture:

 

  •  

default for 30 days in the payment when due of interest on the Notes;

 

  •  

default in payment when due of the principal of, or premium, if any, on the Notes;

 

  •  

failure by the Partnership to comply with the covenant relating to consolidations, mergers or transfers of all or substantially all of the Partnership’s assets or failure by the Partnership to purchase Notes when required pursuant to the asset sale or change of control provisions of the Indenture;

 

  •  

failure by the Partnership for 180 days after notice to comply with its reporting obligations under the Indenture;

 

  •  

failure by the Partnership for 60 days after notice by the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the other agreements in the Indenture;

 

  •  

default under any mortgage, indenture or instrument governing certain indebtedness for money borrowed or guaranteed by the Partnership or any of its restricted subsidiaries, if such default: (i) is caused by a failure to pay principal, interest or premium, if any, on said indebtedness within any applicable grace period; or (ii) results in the acceleration of such indebtedness prior to its stated maturity, and, in each case, the principal amount of the indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or acceleration of maturity, aggregates at such time $50.0 million or more, subject to a cure or waiver provision;

 

  •  

failure by the Partnership or any of its restricted subsidiaries to pay final non-appealeable judgments aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

 

  •  

except as permitted by the Indenture, any guarantee is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or any Guarantor, or any person acting on behalf of any Guarantor, denies or disaffirms its obligations under its guarantee; and

  •  

certain events of bankruptcy or insolvency described in the Indenture with respect to the Partnership, or any of the Partnership’s restricted subsidiaries that is a significant subsidiary or any group of its restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Partnership.

The foregoing descriptions of the Indenture and the Additional Notes do not purport to be complete and are qualified in their entirety by reference to the full text of (i) the Base Indenture (including the form of Notes), a copy of which was filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed on March 13, 2024 and is incorporated herein by reference, (ii) the First Supplemental Indenture, a copy of which was filed as Exhibit 4.2 to the Partnership’s Current Report on Form 8-K filed on April 17, 2024 and is incorporated herein by reference and (iii) the Second Supplemental Indenture, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.3 and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 relating to the Additional Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

4.1    Indenture, dated as of March 13, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed on March 13, 2024).
4.2    First Supplemental Indenture, dated as of April 17, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K filed on April 17, 2024).
4.3    Second Supplemental Indenture, dated as of August 16, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
4.4    Form of 8.625% Senior Note due 2029 (included as Exhibit A in Exhibit 4.1 and incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed on March 13, 2024).
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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: August 16, 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 4.3

Execution Version

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 16, 2024, between DELEK LOGISTICS PARTNERS LP, a Delaware limited partnership (the “Company”), DELEK LOGISTICS FINANCE CORP., a Delaware corporation and wholly-owned subsidiary of the Company (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuers, the Guarantors and the Trustee are party to an indenture dated as of March 13, 2024 (the “Base Indenture”), as supplemented by the first supplemental indenture dated as of April 17, 2024 (the “First Supplemental Indenture”; the Base Indenture, as so supplemented, the “Indenture”) relating to the Issuers’ 8.625% Senior Notes due 2029;

WHEREAS, pursuant to and on the date of the Base Indenture, the Issuers initially issued $650,000,000 aggregate principal amount of their 8.625% Senior Notes due 2029 (the “Initial Notes”);

WHEREAS, pursuant to and on the date of the First Supplemental Indenture, the Issuers issued an additional $200,000,000 aggregate principal amount of their 8.625% Senior Notes due 2029 (together with the Initial Notes, the “Existing Notes”);

WHEREAS, the Issuers wish to issue an additional $200,000,000 aggregate principal amount of their 8.625% Senior Notes due 2029 as Additional Notes (the “New Notes” and, together with the Existing Notes, the “Notes”), as permitted by Section 2.02 and Section 4.09 of the Base Indenture;

WHEREAS, Section 9.01(f) of the Base Indenture provides that, without the consent of any Holder of Notes, the Indenture may be amended or supplemented by the Issuers, the Guarantors and the Trustee to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; and

WHEREAS, the Issuers desire and have requested the Trustee to enter into this Supplemental Indenture to evidence the issuance of the New Notes.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under the Indenture on August 16, 2024 is $200,000,000.

3. Terms of New Notes. The Existing Notes and the New Notes shall be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The New Notes are to be issued as Additional Notes under the Indenture and shall:

 

  (a)

have identical terms and conditions to the Existing Notes (including the date from which interest accrues), except that (i) the New Notes shall be issued on August 16, 2024 at an offering price of 103.250% of the principal amount thereof, plus accrued interest from and including March 13, 2024 and (ii) the New Notes will have the CUSIP numbers and ISINs for Regulation S Global Notes as set forth in clause (c)(ii) below;

 

  (b)

be issuable in whole in the form of one or more Global Notes to be held by the Depository that are substantially in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture; and

 

  (c)

(i) bear, in the case of New Notes sold under Rule 144A of the Securities Act, the CUSIP number of 24665F AD4 and the ISIN of US24665F AD42 (which are the same as the Existing Notes sold under Rule 144A of the Securities Act), and, (ii) in the case of New Notes sold under Regulation S of the Securities Act, (A) until the completion of the Restricted Period and exchange of the temporary Regulation S Global Note, initially bear the CUSIP number of U24570 AE0 and the ISIN of USU24570AE07 and (B) upon the exchange to the permanent Regulation S Global Note pursuant to the Indenture, bear the CUSIP number of U24570 AC4 and the ISIN of USU24570 AC41 (which are the same as the Initial Notes sold under Regulation S of the Securities Act);

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. The Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or in respect of the statements or recitals contained herein, all of which recitals are made solely by the Issuers.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original (which may be delivered in original form or facsimile or an electronic file thereof), but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “endorse” and words of similar import in this Supplemental Indenture shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to procedures approved by such Trustee.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

 

SIGNATURES

DELEK LOGISTICS PARTNERS, LP

By: Delek Logistics GP, LLC, its general partner

DELEK LOGISTICS FINANCE CORP.
By:   /s/ Reuven Spiegel
  Name:   Reuven Spiegel
  Title:   Executive Vice President and Chief Financial Officer

 

[Signature Page to Supplemental Indenture]

GUARANTORS:
DELEK MARKETING & SUPPLY, LP
By: Delek Marketing GP, LLC, as general partner
DELEK LOGISTICS OPERATING, LLC
DELEK MARKETING GP, LLC
DELEK CRUDE LOGISTICS, LLC
DELEK MARKETING-BIG SANDY, LLC
PALINE PIPELINE COMPANY, LLC
MAGNOLIA PIPELINE COMPANY, LLC
SALA GATHERING SYSTEMS, LLC
EL DORADO PIPELINE COMPANY, LLC
DKL CADDO, LLC
DKL RIO, LLC
DKL PERMIAN GATHERING, LLC
DKL BIG SPRING, LLC
DKL PIPELINE, LLC
DKL TRANSPORTATION, LLC
DKL DELAWARE HOLDING – NM, LLC
DKL DELAWARE OPERATING – NM, LLC
DKL DELAWARE MARKETING, LLC
DKL ENERGY – COTTONWOOD, LLC
DKL ENERGY – LYNCH, LLC
DKL FIELD SERVICES, LLC
DKL G&P SOLUTIONS, LLC
DKL HAT MESA II – NM, LLC
DKL NEPTUNE RECYCLING, LLC
DKL DELAWARE GATHERING, LLC,
By:   /s/ Reuven Spiegel
  Name:   Reuven Spiegel
  Title:   Executive Vice President and Chief Financial Officer

 

[Signature Page to Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:   /s/ Wally Jones
  Name: Wally Jones
  Title: Vice President

 

[Signature Page to Supplemental Indenture]

v3.24.2.u1
Document and Entity Information
Aug. 16, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001552797
Document Type 8-K
Document Period End Date Aug. 16, 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
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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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