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
Date of report (Date of earliest event reported): October 13, 2009
ALON USA ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Delaware | | 001-32567 | | 74-2966572 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:(972) 367-3600
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 (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On October 14, 2009, Alon USA Energy, Inc. (the “Company”) issued a press release announcing the pricing of a private offering by its subsidiary, Alon Refining Krotz Springs, Inc. (“Krotz Springs”), of $216.5 million in aggregate principal amount of 131/2% Senior Secured Notes due 2014 (the “Notes”). The gross proceeds from the offering will be approximately $205.5 million.
The Notes are being offered only to “qualified institutional buyers” pursuant to the exemption from registration set forth in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act and to a limited number of institutional “accredited investors” pursuant to other available exemptions from registration under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The net proceeds of the offering will be used by Krotz Springs to repay outstanding indebtedness and for other general corporate purposes. The closing of the sale of the Notes is expected to occur on or about October 22, 2009, subject to customary closing conditions.
A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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| Exhibit | | |
| Number | | Description |
| | | |
| 99.1 | | Press Release dated October 14, 2009 |
SIGNATURE
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.
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| | ALON USA ENERGY, INC.
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| | By: | /s/ Harlin R. Dean | |
| | | Harlin R. Dean | |
| | | Senior Vice President - Legal, General Counsel and Secretary | |
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Date: October 14, 2009
EXHIBIT INDEX
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| Exhibit | | |
| Number | | Description |
| | | |
| 99.1 | | Press Release dated October 14, 2009 |
