Delek US Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Plans During the quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K). Intercompany Transactions On August 5, 2024, the Company and certain of its subsidiaries entered into a series of intercompany transactions with Delek Logistics and certain of its subsidiaries, as described below. The transactions, including the consideration therefor, were negotiated and approved by the Audit Committee of the Board of Directors of the Company, which is comprised solely of independent directors, and by the Conflicts Committee of the Board of Directors of Delek Logistics’ general partner, which is also comprised solely of independent directors. The Board of Directors of the Company engaged Barclays to act as its exclusive financial advisor and Bradley Arant Boult Cummings LLP to act as its legal counsel. The Conflicts Committee engaged Intrepid Partners, LLC to act as its exclusive financial advisor and Gibson, Dunn & Crutcher LLP to act as its legal counsel. Wink to Webster Contribution On August 5, 2024, the Company contributed all of its interest in the Wink to Webster pipeline joint venture (the “Contribution”) to Delek Logistics. The Contribution was made pursuant to a Contribution Agreement (the “Contribution Agreement”) between Delek Energy, a wholly-owned subsidiary of the Company, and Delek Logistics. Total consideration for the Contribution was approximately $500 million, subject to post-closing adjustment, comprised of (i) approximately $280 million of joint venture indebtedness, (ii) $68 million in cash, (iii) 2,300,000 newly issued common units of limited partnership interest in Delek Logistics (“common units”) and (iv) cancellation of a $60 million intercompany receivable owed by the Company to Delek Logistics. The Partnership also paid the Company approximately $18.6 million for an additional 0.6% interest in the Wink to Webster pipeline joint venture that was acquired by the Company from a joint venture partner on August 1, 2024, bringing the total interest in the Wink to Webster pipeline joint venture contributed to Delek Logistics to 15.6%. The Contribution was effected by Delek Energy transferring 100% of the limited liability company interests in Delek Permian Pipeline Holdings, LLC, which holds certain subsidiaries that collectively included joint venture financing entities and the 15.6% Wink to Webster pipeline joint venture interest. The offering and sale of the common units pursuant to the Contribution Agreement are intended to be exempt under the 68 | Other Information Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached as Exhibit 2.1 to this Quarterly Report on Form 10-Q. Fourth Amended and Restated Omnibus Agreement On August 5, 2024, the Company and Delek Logistics entered into a Fourth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”). The Amended Omnibus provides the Company an option to purchase certain critical assets from Delek Logistics at market value during the period beginning upon any change in control or sale of substantially all assets transaction involving Delek Logistics and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing. The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q. Amended and Restated Intercompany Agreements On August 5, 2024, certain subsidiaries of the Company and Delek Logistics agreed to amend and restate 12 intercompany services agreements as listed below. The amendments, among other things, extend the terms of the respective agreements for up to 7 years, with an option for the Company to extend such agreements for an additional 5 years. Certain of the agreements also have revised financial terms which will phase in over the time periods noted below. The following is a list of the 12 intercompany services agreements which were amended and restated: (1) Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) between DKTS and Delek Marketing & Supply, LP (“DMS”) – seven year term extension effective July 1, 2024, decrease of throughput and storage fees become effective April 1, 2026; (2) Amended and Restated Terminalling Services Agreement (Memphis Terminal) between DKTS, Delek Logistics Operating, LLC (“DLO”), and, for limited purposes, Citigroup Energy Inc. (“Citi”) – seven year term extension effective July 1, 2024; (3) Amended and Restated Terminalling Services Agreement (North Little Rock Terminal) between DKTS, DLO, and, for limited purposes, CEI – seven year term extension effective July 1, 2024; (4) Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) between DKTS, DLO, and, for limited purposes, Citi – seven year term extension effective July 1, 2024, with decrease of throughput and storage fee to become effective February 1, 2025; (5) Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) between DKTS and DLO – seven year term extension effective July 1, 2024, with decrease of throughput fee and removal of minimum volume commitment to become effective August 1, 2025; (6) Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) between DKTS and Delek Marketing & Supply, LP – seven year term extension effective July 1, 2024, with decrease in storage fees to become effective April 1, 2026; (7) Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) between DKTS and Delek Marketing-Big Sandy, LLC (“DMBS”) – seven year term extension effective July 1, 2024; (8) Amended and Restated Pipelines and Storage Facilities Agreement between DKTS, Delek Logistics, SALA Gathering Systems LLC (“SALA”), El Dorado Pipeline Company, LLC (“EDR”), Magnolia Pipeline Company, LLC (“MPC”), and, for limited purposes, Citi – seven year term extension effective July 1, 2024, with decrease of crude oil throughput fees to become effective September 1, 2026; (9) Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) between DKTS and Delek Crude Logistics, LLC – seven year term extension effective July 1, 2024; (10) Amended and Restated Terminalling Services Agreement (Mt. Pleasant Terminal) between DKTS and DMBS – seven year term extension effective July 1, 2024; (11) Amended and Restated Services Agreement (Greenville Facility) between DKTS and DMBS – seven year term extension effective July 1, 2024; and (12) Amended and Restated Slurry Clarifying Services Agreement (Krotz Springs) between DKTS, DLO, and DKE – five year term extension effective July 1, 2024. Assignment of Big Spring Refinery Marketing Agreement On August 5, 2024, DKL Big Spring, LLC (“DKL Big Spring”), a subsidiary of Delek Logistics, entered into an assignment and assumption agreement (the “Assignment Agreement”) with Alon USA, LP (“Alon LP”), DKTS, and Delek Logistics Services Company (“DLSC”). Under the Assignment Agreement, DKL Big Spring assigned to DLSC its right, title, and interest in that certain Marketing Agreement dated as of March 1, 2018, as amended to date, and as consideration for such assignment, Alon LP caused 2,500,000 of our common units to be transferred to Delek Logistics from DLSC and subsequently cancelled. 69 | Other Information Relationships Prior to the transaction, the Company owned the general partner interest and a 72.6% limited partnership interest in Delek Logistics. Each of Delek Logistics and the other parties to the Contribution Agreement, Omnibus Agreement, Intercompany Agreements and Assignment Agreement are direct or indirect subsidiaries of the Company. As a result, certain individuals, including officers and directors of the Company, serve as officers and/or directors of more than one of such other entities. Additionally, Delek Logistics and the Company have certain commercial relationships as further described in Delek Logistics’ Annual Report on Form 10-K for the year ended December 31, 2023. 70 | ITEM 6. EXHIBITS Exhibit No. Description 2.1 * Membership Interest Purchase Agreement, dated July 31, 2024, by and between Alon Brands, Inc. and Emprex Proximity LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on August 6, 2024). 2.2 *# Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc. and Delek Logistics Partners, LP. 3.1 Amendment to the Company's Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on May 2, 2024). 10.1 **# Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC. 31.1 # Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 # Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended. 32.1 ## Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ## Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2024 and June 30, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2024 and 2023 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited). 104 The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, has been formatted in Inline XBRL. # Filed herewith ## Furnished herewith * Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership agrees to furnish supplementally a copy of any of the omitted schedules or exhibits upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished. ** Certain of the exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The Partnership agrees to furnish a copy of all omitted exhibits and schedules upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished. 71 | 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, thereunto duly authorized. Delek US Holdings, Inc. By: /s/ Avigal Soreq Avigal Soreq President and Chief Executive Officer (Principal Executive Officer) By: /s/ Reuven Spiegel Reuven Spiegel Executive Vice President, Chief Financial Officer (Principal Financial Officer) By: /s/ Robert Wright Robert Wright Senior Vice President and Deputy Chief Financial Officer (Principal Accounting Officer) Dated: August 7, 2024 72 |