0.00% Convertible Senior Notes due 2031
Note · Delek US Holdings, Inc.
Reference: 0.00% Convertible Senior Notes due 2031
- Original principal
- USD 460,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Nov 1, 2031
Last reported interest terms: 0% Reported 2026-09-29 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
-
Section 6.01(f) · Events of Default
failure by the Company or any Guarantor for 60 consecutive days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any of the Company’s or such Guarantor’s other agreements contained in the Notes or this Indenture
Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (f) failure by the Company or any Guarantor for 60 consecutive days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any of the Company’s or such Guarantor’s other agreements contained in the Notes or this Indenture;
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
-
Section 6.10 · Notice of Defaults
If a Default occurs and is continuing and is actually known to a Responsible Officer, the Trustee shall deliver to all Holders notice of the Default upon the later of (x) within 90 days after it occurs, if actually known to a Responsible Officer, and (y) promptly after a Responsible Officer obtains knowledge thereof, unless such Default shall have been cured or waived before the giving of such notice
Exceptions: Except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid Special Interest, if any, on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as it determines that the withholding of such notice is in the interests of the Holders. Section 6.10. Notice of Defaults.
Full wording and supporting evidence
Source evidence: If a Default occurs and is continuing and is actually known to a Responsible Officer, the Trustee shall deliver to all Holders notice of the Default upon the later of (x) within 90 days after it occurs, if actually known to a Responsible Officer, and (y) promptly after a Responsible Officer obtains knowledge thereof, unless such Default shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid Special Interest, if any, on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as it determines that the withholding of such notice is in the interests of the Holders.
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
-
Section 6.03 · Special Interest
to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive Special Interest on the Notes at a rate equal to (x) 0.25% per annum
Springing Trigger: an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) Section 6.03. Special Interest.
Full wording and supporting evidence
Source evidence: Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive Special Interest on the Notes at a rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding for each day that such Event of Default is continuing during the first 180 days after the occurrence of such Event of Default and (y) 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such Event of Default, as long as such Event of Default is continuing.
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
-
Section 6.01(g) · Events of Default
default by the Company or any Guarantor with respect to any indebtedness for money borrowed in excess of $200,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Guarantor, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable
Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (g) default by the Company or any Guarantor with respect to any indebtedness for money borrowed in excess of $200,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Guarantor, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled, such failure to pay or default shall not have been cured or waived or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture;
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
-
Section 6.01(c) · Events of Default
failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for three Business Days
Section 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (c) failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for three Business Days;
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
-
Section 6.04 · Payments of Notes on Default; Suit Therefor
If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any
Section 6.04. Payments of Notes on Default; Suit Therefor.
Full wording and supporting evidence
Source evidence: If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any (with no interest accruing on any overdue principal or Special Interest unless Special Interest was payable pursuant to this Indenture on the required payment date, in which case such overdue amounts shall accrue interest per annum at the then-applicable Special Interest rate borne by the Notes, subject to enforceability thereof under applicable law, from, and including, such required payment date), and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06.
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
-
Section 6.02 · Acceleration; Rescission and Annulment
If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal of, and accrued and unpaid interest, if any, on, all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by…
Section 6.02. Acceleration; Rescission and Annulment.
Full wording and supporting evidence
Source evidence: If one or more Events of Default shall have occurred and be continuing, then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal of, and accrued and unpaid interest, if any, on, all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
-
Section 13.05 · Future Guarantors
If, after the date the Notes are first issued, any Subsidiary of the Company guarantees any Credit Facility, the Company will, as soon as reasonably practicable but no later than 30 calendar days after such Subsidiary guarantees such Credit Facility, cause such Subsidiary to execute an amended or supplemental indenture
Section 13.05. Future Guarantors.
Full wording and supporting evidence
Source evidence: If, after the date the Notes are first issued, any Subsidiary of the Company guarantees any Credit Facility, the Company will, as soon as reasonably practicable but no later than 30 calendar days after such Subsidiary guarantees such Credit Facility, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 10.01(c) causing such Subsidiary to become a Guarantor under this Indenture.
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
Target scope evidence: If, after the date the Notes are first issued, any Subsidiary of the Company guarantees any Credit Facility, the Company will, as soon as reasonably practicable but no later than 30 calendar days after such Subsidiary guarantees such Credit Facility, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 10.01(c) causing such Subsidiary to become a Guarantor under this Indenture.
-
Section 13.01(a) · Guarantees
the Notes will be guaranteed (the “Guarantees”), on a senior unsecured, full, unconditional, joint and several basis, by each of the Company’s present and future Subsidiaries that currently or in the future guarantees any Credit Facility
Defined terms:
-
Guarantors: the Company’s present and future Subsidiaries that currently or in the future guarantees any Credit Facility, including, without limitation, any Subsidiary of the Company that becomes a guarantor of any Credit Facility after the date of this Indenture
Source evidence: the Notes will be guaranteed (the “Guarantees”), on a senior unsecured, full, unconditional, joint and several basis, by each of the Company’s present and future Subsidiaries that currently or in the future guarantees any Credit Facility, including, without limitation, any Subsidiary of the Company that becomes a guarantor of any Credit Facility after the date of this Indenture (the “Guarantors”).
Full wording and supporting evidence
Source evidence: (a) The Notes will be guaranteed (the “Guarantees”), on a senior unsecured, full, unconditional, joint and several basis, by each of the Company’s present and future Subsidiaries that currently or in the future guarantees any Credit Facility, including, without limitation, any Subsidiary of the Company that becomes a guarantor of any Credit Facility after the date of this Indenture (the “Guarantors”).
Target identity evidence: INDENTURE, dated as of September 29, 2026, among DELEK US HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.00% Convertible Senior Notes due 2031 (the “Notes”), initially in an aggregate principal amount not to exceed $460,000,000, and each of the Guarantors has duly authorized the issuance of its Guarantee
Target identity evidence: 0.00% Convertible Senior Notes due 2031
Target scope evidence: (a) The Notes will be guaranteed (the “Guarantees”), on a senior unsecured, full, unconditional, joint and several basis, by each of the Company’s present and future Subsidiaries that currently or in the future guarantees any Credit Facility
-
Guarantors: the Company’s present and future Subsidiaries that currently or in the future guarantees any Credit Facility, including, without limitation, any Subsidiary of the Company that becomes a guarantor of any Credit Facility after the date of this Indenture
Documents and filing history
-
Issuance
· 2026-09-29
Original principal USD 460,000,000 Exact source document
Parent 8-K filing · 2026-09-29
On September 29, 2026, Delek US Holdings, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $460,000,000 aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”), pursuant to an indenture, dated September 29, 2026 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by each of the Company’s subsidiaries that guarantees the Company’s term loan facility (the “Term Loan Credit Facility”) and asset-based revolving credit facility.
Issuer evidence: On September 29, 2026, Delek US Holdings, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $460,000,000 aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”), pursuant to an indenture, dated September 29, 2026 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by each of the Company’s subsidiaries that guarantees the Company’s term loan facility (the “Term Loan Credit Facility”) and asset-based revolving credit facility.
Supporting evidence: The Notes are senior unsecured obligations of the Company. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Company will, however, be required to pay special interest, if any, in respect of the Notes under certain circumstances as specified in the Indenture. The Notes mature on November 1, 2031 unless earlier converted, redeemed or repurchased.
Supporting evidence: On September 29, 2026, Delek US Holdings, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $460,000,000 aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”), pursuant to an indenture, dated September 29, 2026 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by each of the Company’s subsidiaries that guarantees the Company’s term loan facility (the “Term Loan Credit Facility”) and asset-based revolving credit facility.
Supporting evidence: On September 29, 2026, Delek US Holdings, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $460,000,000 aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”), pursuant to an indenture, dated September 29, 2026 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by each of the Company’s subsidiaries that guarantees the Company’s term loan facility (the “Term Loan Credit Facility”) and asset-based revolving credit facility.