Delek Logistics Partners, LP and Delek Logistics Finance Corp. Announce Results of Tender Offer for Any and All of their Outstanding 6.75% Senior Notes due 2025

PRNewswire 11-Mar-2024 5:27 PM

BRENTWOOD, Tenn., March 11, 2024 /PRNewswire/ -- Delek Logistics Partners, LP (NYSE:DKL) ("Delek Logistics") and Delek Logistics Finance Corp., a subsidiary of Delek Logistics (together with Delek Logistics, the "Offerors"), announced today that they have received, as of 5:00 p.m., New York City time, on March 8, 2024 (the "Expiration Time"), tenders from holders of $155,991,000 in aggregate principal amount (excluding tenders through guaranteed delivery procedures), representing approximately 62.4%, of the Offerors' 6.75% Senior Notes due 2025 (CUSIP Nos. 24665FAB8 / 24665FAA0 (144A)) (ISINs US24665FAB85 / US24665FAA03 (144A) (the "Notes"), in connection with the Offerors' previously announced tender offer (the "Offer"), which commenced February 28, 2024 and is described in the Offer to Purchase, dated as of February 28, 2024, and the related Letter of Transmittal and Notice of Guaranteed Delivery (collectively, the "Offer Documents").

The Offerors' obligation to accept for purchase, and to pay for, any Notes pursuant to the Offer is subject to a number of conditions set forth in the Offer Documents, including the Offerors' consummation, on terms and conditions satisfactory to the Offerors, of the concurrent bond offering announced on February 28, 2024 and the receipt of net proceeds therefrom, together with other sources of liquidity, sufficient to purchase the Notes tendered in the Offer and the fees and expenses related thereto.

Subject to the satisfaction or waiver of the conditions set forth in the Offer Documents, the settlement date for the Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted for purchase in the Offer, including Notes submitted using the Notice of Guaranteed Delivery, is expected to occur on Wednesday, March 13, 2024 (the "Settlement Date").  Notes validly tendered (and not validly withdrawn) and accepted for purchase will receive total consideration of $1,000.80 for each $1,000 principal amount of the Notes tendered, plus accrued and unpaid interest up to, but excluding, the Settlement Date for such Notes.

Substantially concurrently with the commencement of the Offer, the Offerors issued a conditional notice of full redemption to redeem all outstanding Notes not purchased in the Offer and that remain outstanding pursuant to the indenture governing the Notes. Nothing in this announcement should be construed as a notice of redemption with respect to the Notes, as any redemption will be made pursuant to a notice of redemption in accordance with the indenture governing the Notes.

Available Documents and Other Details

In connection with the Offer, the Offerors retained Wells Fargo Securities, LLC as the Dealer Manager. Questions regarding the Offer should be directed to Wells Fargo Securities, LLC at liabilitymanagement@wellsfargo.com, Attn: Liability Management Group or by calling collect at (704) 410-4820 or toll-free at (866) 309-6316. Requests for copies of the Offer Documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offer, at delek@dfking.com or by calling (888) 628-1041 (toll free) or (212) 269-5550. These documents are also available at www.dfking.com/delek.

None of the Offerors, the Dealer Manager, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates made any recommendation as to whether holders should tender any Notes in response to the Offer.

This press release is for informational purposes only, and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer was not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Delek Logistics Partners, LP

Delek Logistics is a midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region, Delek Logistics provides gathering, pipeline, transportation, and other services for its customers in crude oil, intermediates, refined products, natural gas, storage, wholesale marketing, terminalling water disposal and recycling.

Delek US Holdings, Inc. (NYSE:DK) owns the general partner interest as well as a majority limited partner interest in Delek Logistics and is also a significant customer.

Forward-Looking Statements

This press release contains "forward-looking statements," including statements regarding the anticipated Settlement Date for the Offer. These statements may contain words such as "possible," "believe," "should," "could," "would," "predict," "plan," "estimate," "intend," "may," "anticipate," "will," "if,"  "expect" or similar expressions, as well as statements in the future tense, are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Delek Logistics' control. Delek Logistics' actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties, including those which might affect the offering, and the impact of any natural disasters or public health emergencies. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Delek Logistics' filings and reports with the Securities and Exchange Commission ("SEC"), including the Annual Report on Form 10-K for the year ended December 31, 2023 and other reports and filings with the SEC. 

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SOURCE Delek Logistics Partners, LP