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Item 5. Other Information

2024-08-07 compared with 2024-05-08 · 70 added, 15 removed, 25 unchanged (77% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 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).

Related Party Revolving Credit Facility Termination

On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, with the termination expected to be effective on or around May 31, 2024.

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, Delek Holdings and certain of its subsidiaries entered into a series of intercompany transactions with the Partnership 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 Delek Holdings, which is comprised solely of independent directors, and by the Conflicts Committee of the Board of Directors of our general partner, which is also comprised solely of independent directors.

The Board of Directors of Delek Holdings engaged Barclays to act as its exclusive financial advisor and Bradley Arant Boult Cummings LLP to act as its legal counsel.

T he 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, Delek Holdings contributed all of its interest in the Wink to Webster pipeline joint venture (the “Contribution”) to the Partnership.

The Contribution was made pursuant to a Contribution Agreement (the “Contribution Agreement”) between Delek US Energy, Inc.

(“DKE”), a wholly-owned subsidiary of Delek Holdings, and the Partnership.

Total consideration for the Contribution, including the approximately $280 million of joint venture indebtedness included therewith, was approximately $500 million, subject to post-closing adjustment, and included (i) $68 million in cash, (ii) 2,300,000 newly issued common units of limited partnership interest in the Partnership (our “common units”) and (iii) cancellation of a $60.0 million intercompany receivable owed by Delek Holdings to the Partnership.

The Partnership also paid Delek Holdings approximately $18.6 million for an additional 0.6% interest in the Wink to Webster pipeline joint venture that was acquired by Delek Holdings from a joint venture partner on August 1, 2024, bringing the total interest in the Wink to Webster pipeline joint venture contributed to the Partnership to 15.6% .

The Contribution was effected by DKE 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 our common units pursuant to the Contribution Agreement are intended to be exempt under the 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, Delek Holdings and the Partnership entered into a Fourth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”).

The Amended Omnibus provides Delek Holdings an option to purchase certain critical assets from the Partnership at market value during the period beginning upon any change in control or sale of substantially all assets involving the Partnership (“Deconsolidation”) and extending (i) in the case of a Deconsolidation involving a third party, for six months following closing, and (ii) for any other Deconsolidation, 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 Delek Holdings and the Partnership 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 seven years, with an option for Delek Holdings to extend such agreements for an additional five 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 DK Trading & Supply, LLC (“DKTS”) and Delek Marketing & Supply, LP (“DMS”) – seven year term extension effective July 1, 2024, with decrease of throughput and storage fees to 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;

Legal Proceedings & Disclosures

Indenture, dated as of March 13, 2024, among the Partnership, Delek Logistics Finance Corp., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership's Form 8-K filed on March 13, 2024, SEC File No.

Form of 8.625% Senior Note due 2029 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Partnership's Form 8-K filed on March 13, 2024, SEC File No.

Fourth Amendment to the Fourth Amended and Restated Senior Secured Revolving Credit Facility, dated March 29, 2024, by and among the Partnership, Fifth Third Bank, National Association, as administrative agent;

a syndicate of lenders;

Fifth Third, BofA Securities Inc., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A.

and Royal Bank of Canada, as co-syndication agents;

and Barclays Bank PLC, U.S.

Bank National Association, Regions Bank and Truist Bank as co-documentation agents (incorporated by reference to Exhibit 1.01 to the Partnership’s Form 8-K filed on April 2, 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, CEI – seven year term extension effective July 1, 2024, with decrease of throughput and storage fees 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 of storage fee 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, the Partnership, SALA Gathering Systems LLC (“SALA”), El Dorado Pipeline Company, LLC (“EDR”), Magnolia Pipeline Company, LLC (“MPC”), and, for limited purposes, CEI – 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;

(12) Amended and Restated Slurry Clarifying Services Agreement (Krotz Springs) between DKTS, DLO, and DKE – five year term extension effective July 1, 2024.

Certain of the amended and restated intercompany agreements are attached to this Quarterly Report on Form 10-Q as Exhibits 10.2 through 10.8.

The foregoing description of such intercompany agreements is not complete and is qualified in its entirety by reference to the full text of such intercompany agreements.

Assignment of Big Spring Refinery Marketing Agreement

On August 5, 2024, DKL Big Spring, LLC (“DKL Big Spring”), a subsidiary of the Partnership, entered into an assignment and assumption agreement (the “Assignment Agreement”) with Alon USA, LP (“Alon”), 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 caused 2,500,000 of our common units to be transferred to the Partnership from DLSC and subsequently cancelled.

Relationships

Prior to the transaction, Delek Holdings owned the general partner interest and a 72.6% limited partnership interest in the Partnership.

Each of the Partnership and the other parties to the Contribution Agreement, Omnibus Agreement, Intercompany Agreements and Assignment Agreement are direct or indirect subsidiaries of Delek Holdings.

As a result, certain individuals, including officers and directors of Delek Holdings, serve as officers and/or directors of more than one of such other entities.

Additionally, the Partnership and Delek Holdings have certain commercial relationships as further described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.

Legal Proceedings & Disclosures

*# Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc.

and Delek Logistics Partners, LP.

First Supplemental Indenture, dated as of April 17, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Delek Logistics Partners, LP's Current Report on Form 8-K filed on April 17, 2024).

**# 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.

**# Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP.

**# Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Operating, LLC, and, for limited purposes, Citigroup Energy, Inc.

**# Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Logistics Operating, LLC.

**# Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP.

**# Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing-Big Sandy, LLC.

**# Amended and Restated Pipelines and Storage Facilities Agreement dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Partners, LP, SALA Gathering Systems LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC, and, for limited purposes, Citigroup Energy, Inc.

**# Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Crude Logistics, LLC.

# Certification of Delek Logistics GP, LLC's Principal Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three months ended March 31, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).

104 The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 has been formatted in Inline XBRL.

101 The following materials from Delek Logistics Partners, LP'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 December 31, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).

104 The cover page from Delek Logistics Partners, LP'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.

Legal Proceedings & Disclosures

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.

12 unchanged sentences

(Principal Accounting Officer)

August 7, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information