DKL 8-K
Delek Logistics Partners, LP (DKL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On May 4, 2026, Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release announcing that the Partnership and Delek Logistics Finance Corp., a Delaware corporation and wholly-owned subsidiary of the Partnership (together with the Partnership, the “Issuers”) commenced a tender offer for any and all of the Issuers’ outstanding 7.125% Senior Notes due 2028. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Furnished herewith as Exhibit 99.2 is certain information (the “Information”) related to the Partnership’s leverage ratio that the Partnership expects to present to certain potential investors in connection with the Private Offering (as defined below).
The information provided in this Item 7.01, including Exhibits 99.1 and 99.2, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Cautionary Note on Forward-Looking Statements
The Information contains “forward-looking statements,” including long-term target metrics that are subject to risks and uncertainties, and actual results might differ materially. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Partnership’s control. The Partnership’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties. These and other potential risks and uncertainties that could cause actual results to differ from the target metrics are more fully detailed in the Partnership’s filings and reports with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025, the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and other reports and filings with the SEC.
| Item 8.01 | Other Events. |
On May 4, 2026, the Partnership issued a press release in accordance with Rule 135(c) under the Securities Act of 1933, as amended, announcing that, subject to market and other conditions, the Issuers, intend to offer for sale $800 million in aggregate principal amount of new senior notes due 2034 in a private offering (the “Private Offering”) to eligible purchasers that is exempt from registration under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press releases attached hereto as Exhibits 99.1 and 99.3 constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release of Delek Logistics Partners, LP, dated May 4, 2026 (tender offer for 7.125% Senior Notes due 2028). | |
| 99.2 | Certain Information Related to the Partnership’s Leverage Ratio, dated May 2026 | |
| 99.3 | Press release of Delek Logistics Partners, LP, dated May 4, 2026 (offering of senior notes due 2034). | |
| 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: May 4, 2026 | DELEK LOGISTICS PARTNERS, LP | |||||
| By: Delek Logistics GP, LLC | ||||||
| its general partner | ||||||
| /s/ Robert Wright | ||||||
| Name: | Robert Wright | |||||
| Title: | Executive Vice President, Chief Financial Officer of DKL (Principal Financial Officer) | |||||
Exhibit 99.1
Delek Logistics Partners, LP and Delek Logistics Finance Corp. Announce Tender Offer
for Any and All of their Outstanding 7.125% Senior Notes due 2028
BRENTWOOD, Tenn., May 4, 2026 - Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) and Delek Logistics Finance Corp., a subsidiary of Delek Logistics (together with Delek Logistics, the “Offerors”), announced today that they have commenced a cash tender offer (the “Offer”) for any and all of their outstanding 7.125% Senior Notes due 2028 (the “Notes”), upon the terms and conditions set forth in the Offer to Purchase, dated as of May 4, 2026, and the related Letter of Transmittal and Notice of Guaranteed Delivery (the “Offer Documents”). The Offer will expire at 5:00 p.m., New York City time, on May 11, 2026, unless extended or earlier terminated (as such time may be extended, the “Expiration Time”).
Holders who validly tender (and do not validly withdraw) their Notes prior to the Expiration Time, and whose Notes are accepted for purchase, will be entitled to receive the tender consideration equal to $1,001.35 per $1,000.00 principal amount of Notes accepted for purchase.
Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date up to, but excluding, the applicable settlement date accepted for purchase. Provided the conditions to the Offer, including the Financing Condition (as defined below), have been satisfied or waived, settlement for Notes tendered prior to the Expiration Time and accepted for purchase is expected to occur on May 14, 2026.
The Offer is contingent upon, among other things, the Offerors’ consummation, on terms and conditions satisfactory to the Offerors, of the concurrent bond offering announced today (the “Concurrent Offering”) and the receipt of net proceeds therefrom, together with other sources of liquidity, sufficient to purchase the Notes tendered in the Offer and the fees and expenses related thereto (the “Financing Condition”). The Offer is not conditioned on any minimum amount of Notes being tendered. The Offer may be amended, extended or terminated, and any condition with respect thereto may be waived by the Offerors in their sole discretion. There is no assurance that the Offer will be subscribed for in any amount.
In connection with the Concurrent Offering, the Offerors intend to issue, following the pricing of the Concurrent Offering, a conditional notice of partial redemption to redeem a portion of the Offerors’ outstanding 8.625% Senior Notes due 2029 (the “2029 Notes”) pursuant to the indenture governing such notes. This press release does not constitute a notice of redemption with respect to the 2029 Notes.
Available Documents and Other Details
In connection with the Offer, the Offerors have retained Wells Fargo Securities, LLC as the Dealer Manager. Questions regarding the Offer should be directed to Wells Fargo Securities, LLC at [email protected], Attn: Liability Management Group or by calling collect at (704) 410-4820 or toll-free at (866) 309-6316. Requests for copies of the Offer Documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offer, at [email protected] or by calling (888) 628-1041 (toll free) or (212) 269-5550. These documents are also available at www.dfking.com/delek.
None of the Offerors, the Dealer Manager, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Offer. Holders must make their own decision as to whether to participate in the Offer and, if so, the principal amount of Notes as to which action is to be taken.
This press release is for information purposes only, and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer Documents is an offer to sell or a solicitation of an offer to buy debt securities in the Concurrent Offering or any other securities. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Delek Logistics Partners, LP
Delek Logistics is a midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region, Delek Logistics provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services.
Delek US Holdings, Inc. (“Delek US”) owns the general partner interest as well as a majority limited partner interest in Delek Logistics and is also a significant customer.
Forward-Looking Statements
This press release contains “forward-looking statements,” including statements regarding the Offerors’ intention to purchase any Notes or to engage in any debt financing transactions. These statements may contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,” “expect” or similar expressions, as well as statements in the future tense, are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Delek Logistics’ control. Delek Logistics’ actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties, including those which might affect the offering. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Delek Logistics’ filings and reports with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025, the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and other reports and filings with the SEC.
Exhibit 99.2
Exhibit 99.3
Delek Logistics Partners, LP Announces Proposed Offering of $800 Million of Senior Notes
BRENTWOOD, Tenn., May 4, 2026 - Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) announced today that it, along with Delek Logistics Finance Corp., a subsidiary of Delek Logistics, intends to offer $800 million in aggregate principal amount of senior notes due 2034 (the “Notes”) in a private placement to eligible purchasers, subject to market conditions.
Delek Logistics intends to use the net proceeds from the offering (i) to repurchase all of the outstanding 7.125% Senior Notes due 2028 (the “2028 Notes”) in the settlement of the concurrently announced Tender Offer for such notes as described herein, or to redeem any 2028 Notes that remain outstanding after completion of the Tender Offer, (ii) to redeem a portion of our outstanding 8.625% Senior Notes due 2029 (the “2029 Notes”), and (iii) to pay premiums, fees and expenses related to the foregoing. We intend to use any remaining net proceeds for general corporate purposes.
The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.
This press release is being issued pursuant to Rule 135(c) under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release does not constitute a notice of redemption with respect to the 2029 Notes.
About Delek Logistics Partners, LP
Delek Logistics is a midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region, Delek Logistics provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services.
Delek US Holdings, Inc. (“Delek US”) owns the general partner interest as well as a majority limited partner interest in Delek Logistics, and is also a significant customer.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the offering and the anticipated use of the net proceeds therefrom. These statements may contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,” “expect” or similar expressions, as well as statements in the future tense, are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Delek Logistics’ control. Delek Logistics’ actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties, including those which might affect the offering. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Delek Logistics’ filings and reports with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025, the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and other reports and filings with the SEC.