Item 1.01 Entry into a Material Definitive Agreement.
Exchange Agreement
On August 13, 2020, Delek Logistics Partners, LP (the "Partnership") entered
into an Exchange Agreement (the "Exchange Agreement") with Delek Logistics GP,
LLC, the general partner of the Partnership (the "General Partner") and a 94.8%
owned subsidiary of Delek US Holdings, Inc. ("Delek US"). Pursuant to the
Exchange Agreement, the General Partner exchanged (a) its 2.0% economic general
partner interest in the Partnership and (b) all of the outstanding incentive
distribution rights in the Partnership for (1) a non-economic general partner
interest in the Partnership and (2) total consideration consisting of (x) $45
million in cash and (y) 14,000,000 newly issued common units representing
limited partner interests in the Partnership (together, the "Restructuring
Transactions").
The Exchange Agreement contains representations, warranties and covenants
customary for an agreement of this type. The closing of the Restructuring
Transactions occurred simultaneously with the execution of the Agreement on
August 13, 2020.
The foregoing description of the Exchange Agreement is not complete and is
qualified in its entirety by reference to the full text of the Exchange
Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Relationships
Prior to the Restructuring Transactions, Delek US owned a 70.5 % limited
partnership interest in the Partnership and a 94.8% interest in the General
Partner, which owned the entire 2.0% general partner interest and all incentive
distribution rights in the Partnership. Ezra Uzi Yemin, the Chairman of the
Board, Chief Executive Officer and President of Delek US and the Partnership,
and Frederec Green, the Executive Vice President, Corporate Development, of
Delek US and the Partnership, owned the remaining 5.0% and 0.2% interest,
respectively, in the General Partner. Each of the Partnership and the General
Partner 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 the Partnership. Additionally,
the Partnership and Delek US have certain commercial relationships as further
described in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2019.
Item 7.01. Regulation FD Disclosure.
On August 13, 2020, the Delek US issued a press release announcing the
Restructuring Transactions discussed above. A copy of the press release is
attached as Exhibit 99.1.
The information in this Item 7.01 is being furnished, not filed, pursuant to
Regulation FD. Accordingly, the information in Item 7.01 of this report will not
be incorporated by reference into any registration statement filed by Delek US
under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference. The furnishing of the
information in this report is not intended to, and does not, constitute a
determination or admission by Delek US that the information in this report is
material or complete, or that investors should consider this information before
making an investment decision with respect to any security of Delek US or any of
its affiliates.
Item 8.01. Other Events.
In connection with the Restructuring Transactions, the independent,
disinterested members of the Board of Directors of Delek US approved the
purchase by the General Partner of the 5.0% and 0.2% interest in the General
Partner previously held by Messrs. Yemin and Green, respectively, for aggregate
cash consideration of $23.1 million, pursuant to letter agreements with each of
them. Pursuant to the letter agreements, Messrs. Yemin and Green released any
and all future claims related to their ownership of membership interests in the
General Partner. Following the purchase, the General Partner is a 100% owned
subsidiary of Delek US. The foregoing description of the letter agreements is
not complete and is qualified in its entirety by reference to the full text of
such letter agreements, which are attached as Exhibits 10.2 and 10.3 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

--------------------------------------------------------------------------------



Exhibit No.         Description

10.1                  Exchange Agreement, dated as of August 13, 2020, by and between Delek
                    Logistics Partners, LP and Delek Logistics GP, LLC.

10.2                  Letter Agreement, dated August 13, 2020, by and among Delek Logistics GP,
                    LLC and Ezra Uzi Yemin.

10.3                  Letter Agreement, dated August 13, 2020, by and among Delek Logistics GP,
                    LLC and Frederec Green.

99.1                  Press release issued August 13, 2020.

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses