Delek US (DK) 8-K Entry into a Material Definitive Agreement

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

December 11, 2024

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

DELEK US HOLDINGS, INC. DELEK LOGISTICS PARTNERS, LP

Delaware	001-38142	35-2581557	Delaware	001-35721	45-5379027
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	(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 (see General Instruction A.2 below):

☐ 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 Stock, $0.01 par value	DK	New York Stock Exchange
Common Units Representing Limited Partnership 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.

On December 11, 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 purchase price for the Purchased Interests is $285 million, subject to customary closing adjustments, which is to be paid in a combination of cash and 2,175,209 common units representing equity interests of the Partnership. The Partnership paid a deposit under the Purchase Agreement of approximately $22.8 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement. The equity interests issued to the Seller will be 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 a registration rights agreement to be delivered at closing under the Purchase Agreement, the Partnership will 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 transactions contemplated by the Purchase Agreement are expected to close in early 2025. The closing is subject to customary closing conditions set forth in the Purchase Agreement, including regulatory approvals. The Purchase Agreement also contains representations and warranties of the parties, indemnification obligations, termination rights, and other covenants and agreements.

The foregoing description is a summary and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

(d) 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.
99.1	Press release of Delek Logistics Partners, LP, dated December 12, 2024
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 t

he

undersigned hereunto duly authorized.

Dated: December 12, 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
Dated: December 12, 2024	DELEK US HOLDINGS, INC.
	By: Delek Logistics GP, LLC Its general partner
	/s/ Reuven Spiegel
	Name: Reuven Spiegel
	Title: Executive Vice President and Chief Financial Officer