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
February 28, 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) |
(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 7.01 | Regulation FD Disclosure. |
On February 28, 2024, Delek Logistics Partners, LP (the “Partnership”) and Delek Logistics Finance Corp., a wholly-owned subsidiary of the Partnership (together with the Partnership, the “Issuers”), issued a press release announcing the commencement of a tender offer for any and all of the Issuers’ outstanding 6.75% Senior Notes due 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information provided in this Item 7.01 shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
| Item 8.01 | Other Events. |
On February 28, 2024, the Partnership issued a press release announcing that, subject to market and other conditions, the Issuers intend to offer for sale $550.0 million in aggregate principal amount of new senior notes due 2029 in a private offering to eligible purchasers that is exempt from registration under the Securities Act.
A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
| 99.1 | Press release of Delek Logistics Partners, LP and Delek Logistics Finance Corp., dated February 28, 2024. | |
| 99.2 | Press release of Delek Logistics Partners, LP and Delek Logistics Finance Corp., dated February 28, 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: February 28, 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) | |||