Item 1.01 | Entry into a Material Definitive Agreement. |
Additional 8.625% Senior Notes Due 2029
On April 17, 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.
First Supplemental Indenture
The Additional Notes were issued pursuant to the first supplemental indenture, dated as of April 17, 2024 (the “First Supplemental Indenture”), among the Issuers, the Partnership’s existing subsidiaries (other than Finance Corp., the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture, dated as of March 13, 2024, among the Issuers, the Guarantors and the Trustee (the “Base Indenture” and together with the First Supplemental Indenture, the “Indenture”).
The Additional Notes and the $650,000,000 in aggregate principal amount of the Issuers’ 8.625% senior notes due 2029 (the “Existing Notes” and, together with the Additional Notes, the “Notes”), which were issued under the Base Indenture on March 13, 2024, 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.