8-K
Delek US Holdings, Inc. (DK)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 1, 2022
Date of Report (Date of earliest event reported)
DELEK US HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38142 | 35-2581557 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 7102 Commerce Way | Brentwood | Tennessee | 37027 |
|---|---|---|---|
| (Address of Principal Executive) | (Zip Code) |
(615) 771-6701
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | DK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On August 1, 2022, Delek US Holdings, Inc. (the “Company”) announced that its Board of Directors reinstated the Company’s regular quarterly cash dividend on its Common Stock of $0.20 per share payable to all shareholders of record of the Company’s Common Stock as of the close of business on August 22, 2022. The payment date for the dividend will be September 6, 2022.
The Company also announced that its Board of Directors approved an approximately $170 million increase in its share repurchase authorization, bringing the total amount available for repurchases under current authorizations to $400 million.
The Company’s press release regarding the dividend and repurchase authorization is included as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press Release of Delek US Holdings, Inc. dated August 1, 2022. |
| --- | --- |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
| Dated: August 1, 2022 | DELEK US HOLDINGS, INC. |
|---|---|
| /s/ Reuven Spiegel | |
| Name: Reuven Spiegel | |
| Title: Executive Vice President and Chief Financial Officer<br> <br>(Principal Financial Officer) |
EX-99.1
Exhibit 99.1
Delek US Holdings Reinstates Regular Quarterly Dividend at $0.20 per share
Expands Share Repurchase Authorization to $400 million
BRENTWOOD, Tenn., August 1, 2022 — Delek US Holdings, Inc. (NYSE: DK) (the “Company” or “Delek US”) announced that its Board of Directors reinstated the Company’s regular quarterly cash dividend on its common stock of $0.20 per share payable to all shareholders of record of the Company’s common stock as of the close of business on August 22, 2022. The payment date for the dividend will be September 6, 2022.
The Company also announced that its Board of Directors approved an approximately $170 million increase in its share repurchase authorization, bringing the total amount available for repurchases under current authorizations to $400 million.
Avigal Soreq, President and Chief Executive Officer of Delek US, stated, “Returning cash to shareholders is a key priority for our Company and reinstating a regular dividend lays a foundation that we believe can be supported through various business cycles. Separately, the expanded share repurchase authorization reflects our desire to deliver increased cash returns during periods of strong free cash flow generation. In the current environment we believe our equity is severely undervalued and reinvesting in our current assets vis-à-vis retiring shares should prove to be a solid long-term investment.”
About Delek US Holdings, Inc.
Delek US Holdings, Inc. is a diversified downstream energy company with assets in petroleum refining, logistics, asphalt, renewable fuels and convenience store retailing. The refining assets consist of refineries operated in Tyler and Big Spring, Texas, El Dorado, Arkansas and Krotz Springs, Louisiana with a combined nameplate crude throughput capacity of 302,000 barrels per day.
The logistics operations consist of Delek Logistics. Delek US and its affiliates also own the general partner and an approximate 80 percent limited partner interest in Delek Logistics. Delek Logistics is a growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets.
The convenience store retail business operates approximately 250 convenience stores in central and west Texas and New Mexico**.**
Investor Relations Contacts:
Blake Fernandez, Senior Vice President of Investor Relations and Market Intelligence, 615-224-1312
Media/Public Affairs Contact:
Michael P. Ralsky, Vice President—Public Affairs & ESG, 615-435-1407
Safe HarborProvisions Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. Investors are cautioned that risks described in the Company’s filings with the United States Securities and Exchange Commission, among others, may affect these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur or that the Company becomes aware of after the date hereof, except as required by applicable law or regulation.