Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended September 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), except as follows:
On September 3, 2024 , Reuven Spiegel , our Executive Vice President and Chief Financial Officer , terminated his Rule 10b5-1 stock trading plan, which was adopted on August 10, 2023.
Appointment of Chief Financial Officer
On November 6, 2024, the board of directors of our general partner determined that Mark Hobbs will succeed Reuven Spiegel as the Partnership’s Executive Vice President and Chief Financial Officer, effective as of March 1, 2025. Mr. Spiegel will transition to the role of Executive Vice President, Special Projects at that time.
Mr. Hobbs, age 54, has been serving as Delek Holdings’ Executive Vice President Corporate Development since October 2022. Prior to joining Delek Holdings, he was a Managing Director in investment banking at Citigroup serving as Global Head of Downstream sector coverage since 2011 and as a member of the Clean Energy Transition group since 2021. From 2004 through 2011, Mr. Hobbs was a member of the Global Energy Group at UBS based in Houston and in London from 2009 until 2011 as Head of Europe, Middle East, and Africa energy coverage. Mr. Hobbs was previously an energy investment banker in Houston with both Morgan Stanley and CS First Boston. Mr. Hobbs holds an undergraduate degree from the University of Texas at Austin and an MBA from Columbia Business School in New York.
There are no transactions between Mr. Hobbs and the Partnership that would be reportable under Item 404(a) of Regulation S K.
For additional information regarding changes in the employment arrangements of certain executive officers of Delek Holdings, some of whom are also executive officers of the Partnership, please see Item 5, “Other Information” in Part II of Delek Holdings' Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, which information is incorporated herein by reference.
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Legal Proceedings & Disclosures
ITEM 6. EXHIBITS
Exhibit No. Description
2.1
Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc. and Delek Logistics Partners, LP, (incorporated by reference to Exhibit 2.1 to Delek Logistics Partners, LP’s Current Report on Form 10-Q filed on August 7, 2024).
2.2
Purchase and Sale Agreement, dated as of August 2, 2024, by and between H2O Midstream Holdings, LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 2.1 to Delek Logistics Partners, LP’s Current Report on Form 8-K filed on August 7, 2024) .
3.1
Third Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP dated September 11, 2024 (incorporated by reference to Exhibit 3.1 to Delek Logistics Partners, LP’s Current Report on Form 8-K filed on September 13, 2024) .
4.1
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).
4.2
Second Supplemental Indenture, dated as of August 16, 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 4.3 to Delek Logistics Partners, LP’s Current Report on Form 8-K filed on August 16, 2024).
10.1
Registration Rights Agreement, dated September 11, 2024, by and between H2O Midstream Holdings, LLC and Delek Logistics Partners, LP (incorporated by reference to Exhibit 10.1 to Delek Logistics Partners, LP’s Current Report on Form 8-K filed on September 13, 2024).
31.1
# 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.
31.2
# Certification of Delek Logistics GP, LLC'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 Delek Logistics GP, LLC's Principal 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 Delek Logistics GP, LLC'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 Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three and nine months ended September 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 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 September 30, 2024 has been formatted in Inline XBRL.
# Filed herewith
## Furnished herewith
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Legal Proceedings & Disclosures
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 Logistics Partners, LP
By: Delek Logistics GP, LLC
Its General Partner
By: /s/ Avigal Soreq
Avigal Soreq
President
(Principal Executive Officer)
By: /s/ Reuven Spiegel
Reuven Spiegel
Director, Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Robert Wright
Robert Wright
Senior Vice President, Deputy Chief Financial Officer
(Principal Accounting Officer)
Dated: November 7, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.