| Item 1.01 | Entry Into a Material Definitive Agreement. |
The disclosures set forth in item 2.01 below ae incorporated by reference into this item 1.01.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed on December 13, 2024, Delek Logistics Partners, LP (the “Partnership”) entered into a Membership Interest Purchase Agreement with Gravity Water Holdings LLC (the “Seller”) to purchase 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC (the “Purchased Interests”), related to Seller’s water disposal and recycling operations in the Permian Basin and the Bakken (the “Purchase Agreement”).
The acquisition of the Purchased Interests contemplated by the Purchase Agreement closed on January 2, 2025. The purchase price for the Purchased Interests was $285 million, subject to customary closing adjustments, which was paid in a combination of $209,299,177.75 in cash and 2,175,209 common units representing equity interests of the Partnership. The equity interests issued to the Seller was issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act. Pursuant to the registration rights agreement (the “Registration Rights Agreement”) signed in connection with the Purchase Agreement, the Partnership has agreed to file with the SEC a registration statement within ten (10) business days after the closing to register the resale of the equity interests issued to the Seller.
The foregoing description is a summary and is qualified in its entirety by reference to the Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 2.1 and 10.1 to the Current Report on Form
8-K
and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On January 2, 2025, the Partnership issued a press release announcing the closing of the acquisition of the Purchased Interests. A copy of the press release is attached to this Current Report on Form
8-K
as Exhibit 99.1 and is incorporated herein by reference.
The information in this item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Partnership or any of its affiliates.
| Item 9.01 | Financial Statements and Exhibits |
| | |
| 2.1 | | Membership Interest Purchase Agreement, dated as of December 11, 2024, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed on December 13, 2024) |
| |
| 10.1 | | Registration Rights Agreement, dated January 2, 2025, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP |
| |
| 99.1 | | Press release of Delek Logistics Partners, LP, issued January 2, 2025 |
| |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
