Item 1.01 Entry into a Material Definitive Agreement.
Contribution, Conveyance and Assumption Agreement
On March 31, 2020, Delek US Holdings, Inc. ("Delek US"), as guarantor, and
certain subsidiaries of Delek US (such subsidiaries, the "Contributors") entered
into, and consummated the transactions (the "Transaction") contemplated by, a
Contribution, Conveyance and Assumption Agreement (the "Contribution Agreement")
with Delek Logistics Partners, LP ( "Delek Logistics") and its wholly owned
subsidiary DKL Permian Gathering, LLC ("DKL PG"). Pursuant to the Contribution
Agreement, DKL PG acquired (the "Acquisition") the Contributors' crude oil
gathering system located in Howard, Borden and Martin Counties, Texas (the
"Gathering System"), and certain related assets. Total consideration for the
Acquisition was approximately $145.5 million, subject to certain post-closing
adjustments, comprised of (i) $100 million in cash and (ii) 5,000,000 newly
issued common units of limited partnership interest in Delek Logistics.
The Contribution Agreement contains certain representations, warranties,
covenants and indemnities.
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 Current Report on Form 8-K.
Throughput and Deficiency Agreement
In connection with the Acquisition, Lion Oil Trading & Transportation, LLC, a
wholly owned subsidiary of Delek US ("Shipper") and DKL PG (as operator of the
Gathering System, "Operator"), entered into a Throughput and Deficiency
Agreement (the "T&D Agreement"). Under the T&D Agreement, the Operator will
operate and maintain the Gathering System connecting Shipper's interests in and
to certain crude oil with Delek Logistics' Big Spring, Texas terminal and
provide gathering, transportation and other related services with respect to any
and all crude produced from Shipper's and certain other producers' respective
interests for delivery at the Big Spring Terminal. Pursuant to the T&D
Agreement, Shipper has committed to ship 120,000 bpd on the Gathering System and
50,000 bpd to a redelivery point in Howard County, Texas (collectively, the
"MVCs"). Pursuant to the T&D Agreement, Operator has also agreed to spend up to
$33.8 million over three years to connect additional receipt points and, in
connection with such expenditures, the MVCs will increase to provide Operator a
12.5% return on the actual costs directly incurred and paid by the Operator s
pursuant to the terms set forth in the T&D. The initial term of the T&D
Agreement is 10 years, and thereafter Shipper has the option to extend the T&D
Agreement for two additional five-year terms. Following the initial term and any
such extensions, the T&D Agreement will continue on a year-to-year basis unless
terminated by either party upon 90 days' written notice.
The foregoing description of the T&D Agreement is not complete and is qualified
in its entirety by reference to the T&D Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K.
Relationships
Prior to the Transaction, Delek US owned a 64.5 % limited partnership interest
in Delek Logistics and a 94.6% interest in Delek Logistics GP, LLC, a Delaware
limited liability company (the "General Partner"), which owns the entire 2.0%
general partner interest and all incentive distribution rights in Delek
Logistics. Each of Delek Logistics, the General Partner, the Contributors, and
DKL PG and the other subsidiaries of Delek Logistics is a direct or indirect
subsidiary of Delek US. As a result, certain individuals, including officers and
directors of Delek US and the General Partner, serve as officers and/or
directors of more than one of such other entities. Additionally, Delek Logistics
and Delek US have certain commercial relationships as further described in Delek
Logistics' Annual Report on Form 10-K for the year ended December 31, 2019.
Item 2.01   Completion of Acquisition or Disposition of Assets.
The text set forth under "Contribution, Conveyance and Assumption Agreement"
above is incorporated herein by reference.
On March 31, 2020, Delek US completed the Transaction pursuant to the terms of
the Contribution Agreement as described under "Contribution, Conveyance and
Assumption Agreement" of this Current Report on Form 8-K, which description is
incorporated by reference into this Item 2.01. Additionally, Delek US, Delek
Logistics, the General Partner, the Contributors and DKL PG have relationships
with one another as described in Item 1.01 of this Current Report on Form 8-K,
which description is incorporated by reference into this Item 2.01.
Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

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  2.1*         Contribution, Conveyance and Assumption Agreement, dated as of March 31,
             2020, by and among Delek Big Spring South Mainline, LLC, Delek Permian
             Gathering, LLC, Delek Big Spring North Gathering, LLC, Delek Big Spring
             Gathering, LLC, DKL Permian Gathering, LLC, Delek Logistics Partners, LP
             and Delek US Holdings, Inc.

  10.1**       Throughput and Deficiency Agreement, dated and effective as of March 31,
             2020, by and between Lion Oil Trading & Transportation, LLC and DKL
             Permian Gathering, LLC.

  10.2         Second Amendment and Restatement of Schedules to Third Amended and
             Restated Omnibus Agreement, dated and effective as of March 31, 2020.

             Cover Page Interactive Data File - the cover page XBRL tags are embedded
104          within the Inline XBRL document.


*      Certain schedules have been omitted pursuant to Item 601(b)(2) of
       Regulation S-K. A copy of any omitted schedule will be furnished
       supplementally to the SEC upon request.

**     Certain portions of this exhibit have been redacted pursuant to Item
       601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not
       material and (ii) would likely cause competitive harm to the Company if
       publicly disclosed. Schedules have been omitted from this exhibit pursuant
       to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish
       supplementally an unredacted copy of the exhibit or a copy of any omitted
       schedule to the SEC upon its request.

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