8-K
Delek Logistics Partners, LP (DKL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 1, 2023
Date of Report (Date of earliest event reported)
DELEK LOGISTICS PARTNERS, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35721 | 45-5379027 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Units Representing Limited Partner Interests | DKL | 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. ☐
Explanatory Note
Delek Logistics Partners, LP (the “Partnership”) is filing this Current Report on Form 8-K to provide pro forma financial information reflecting the 3 Bear Acquisition (as defined below) for the year ended December 31, 2022, in connection with its filing of its Annual Report on Form 10-K for the year ended December 31, 2022 with the Securities and Exchange Commission on the date hereof. As previously disclosed, on June 1, 2022, DKL Delaware Gathering, LLC, a subsidiary of Delek Logistics Partners, LP (the “Partnership”), completed the acquisition (the “3 Bear Acquisition”) of 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (“3 Bear”). For certain additional information relating to the completion of the 3 Bear Acquisition, please refer to the Current Report on Form 8-K filed by the Partnership on June 2, 2022, as amended.
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Partnership and 3 Bear would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the 3 Bear Acquisition.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
Pro Forma Financial Information.
The unaudited pro forma consolidated combined statements of income of the Partnership and 3 Bear for the year ended December 31, 2022 and the related notes thereto, giving effect to the 3 Bear Acquisition, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| (d) | Exhibits. |
|---|---|
| 99.1 | Unaudited pro forma condensed consolidated combined financial information of the Partnership and 3 Bear for the year ended December 31, 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: March 1, 2023 | DELEK LOGISTICS PARTNERS, LP | |
|---|---|---|
| By: | Delek Logistics GP, LLC<br> <br>its general partner | |
| /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 Logistics Partners, LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION
On June 1, 2022, DKL Delaware Gathering, LLC (“DKL Gathering”), a subsidiary of Delek Logistics Partners, LP (the “Partnership”), completed the acquisition of 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (“3 Bear”) from 3 Bear Energy – New Mexico LLC (the “3 Bear Seller”) pursuant to and subject to the terms and conditions of that certain Membership Interest Purchase Agreement (the “3 Bear Purchase Agreement”) dated April 8, 2022, by and between DKL Gathering and the 3 Bear Seller (the “3 Bear Acquisition”).
The Partnership financed the 3 Bear Acquisition with cash on hand and borrowings on the Partnership’s senior secured revolving credit agreement under which the Partnership and certain of its subsidiaries are co-borrowers, with Fifth Third Bank, National Association, as administrative agent, and a syndicate of lenders (“the revolving credit facility”). To facilitate the funding for the 3 Bear Acquisition, the revolving credit facility was modified in a series of amendments to, among other things, replace the London Interbank Offered Rate (“LIBOR”)-based interest rate benchmark for borrowings with a Secured Overnight Financing Rate (“SOFR”)-based interest rate benchmark and to increase the U.S. Revolving Credit Commitments (as such term is defined in the revolving credit facility) by an amount equal to $150.0 million, for an aggregate amount of commitments under the revolving credit facility of $1.0 billion.
The following unaudited pro forma condensed consolidated combined financial information and accompanying notes reflect the pro forma effects of the 3 Bear Acquisition as well as the associated amendments to and borrowings on the revolving credit facility (“the financing transaction”). The unaudited pro forma condensed consolidated combined financial information does not include effects of the amendment and restatement of the revolving credit facility occurring in October 2022.
The 3 Bear Acquisition and effects of the financing transaction were included in the Partnership’s historical consolidated balance sheet as of December 31, 2022; therefore, a pro forma balance sheet is not included herein. The Partnership’s unaudited historical condensed consolidated statements of income for the year ended December 31, 2022 include the effects of the 3 Bear Acquisition and the financing transaction from June 1, 2022 through December 31, 2022. The unaudited pro forma condensed consolidated combined statements of income for the year ended December 31, 2022 presents the combined historical consolidated income statements of the Partnership and 3 Bear as if the 3 Bear Acquisition and the financing transaction had occurred on January 1, 2022. The unaudited pro forma condensed consolidated combined financial information has been derived from and should be read together with the Partnership’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K, for the year ended December 31, 2022 and with 3 Bear’s unaudited historical consolidated financial statements as of and for the three months ended March 31, 2022.
The unaudited pro forma condensed consolidated combined financial information and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by the Partnership; accordingly, actual results could differ materially from the pro forma information. Significant estimates and assumptions include, but are not limited to, the preliminary purchase price allocation, the interest rate for the financing transaction and estimates regarding transaction costs. The Partnership believes that the assumptions used to prepare the unaudited pro forma condensed consolidated combined financial information and accompanying notes provide a reasonable and supportable basis for presenting the significant estimated effects of the events described above. The unaudited pro forma condensed consolidated combined financial information is for illustrative purposes only and does not purport to represent what the Partnership’s financial position or results of operations actually would have been had the events noted above in fact occurred on the assumed dates or to project the Partnership’s financial position or results of operations for any future date or future period.
The unaudited pro forma condensed consolidated combined financial information has been prepared in accordance with Article 11 of Regulation S-X (“Article 11”) as amended by the Final Rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Partnership has elected not to present Management’s Adjustments and will only be presenting transaction accounting adjustments in the unaudited pro forma condensed consolidated combined financial information.
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Delek Logistics Partners, LP
Pro Forma Condensed Consolidated Combined Statement of Income (Unaudited)
Year Ended December 31, 2022
(In thousands, except unit and per unit data)
| Delek LogisticsPartners, LP | 3 Bear AsAdjusted – Note 2 | TransactionAccountingAdjustments – Note 3 | Pro FormaCombined | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net revenues: | |||||||||||||
| Affiliate | $ | 479,411 | $ | — | $ | — | $ | 479,411 | |||||
| Third party | 556,996 | 95,843 | 2,675 | (a | ) | 655,514 | |||||||
| Net revenues | 1,036,407 | 95,843 | 2,675 | 1,134,925 | |||||||||
| Cost of sales: | |||||||||||||
| Cost of materials and other—affiliate | 496,184 | — | — | 496,184 | |||||||||
| Cost of materials and other—third party | 145,179 | 63,479 | 2,675 | (a | ) | 211,333 | |||||||
| Operating expenses (excluding depreciation and amortization presented below) | 85,438 | 11,643 | 152 | (b | ) | 97,233 | |||||||
| Depreciation and amortization | 60,210 | 6,005 | 756 | (c | ) | 66,971 | |||||||
| Total cost of sales | 787,011 | 81,127 | 3,583 | 871,721 | |||||||||
| Operating expenses related to wholesale business (excluding depreciation and amortization<br>presented below) | 2,869 | — | — | 2,869 | |||||||||
| General and administrative expenses | 34,181 | 3,049 | — | 37,230 | |||||||||
| Depreciation and amortization | 2,778 | 784 | 6,827 | (c | ) | 10,389 | |||||||
| Other operating income, net | (114 | ) | — | — | (114 | ) | |||||||
| Total operating costs and expenses | 826,725 | 84,960 | 10,410 | 922,095 | |||||||||
| Operating income | 209,682 | 10,883 | (7,735 | ) | 212,830 | ||||||||
| Interest expense, net | 82,304 | 1,093 | 15,073 | (d | ) | 98,470 | |||||||
| Income from equity method investments | (31,683 | ) | — | — | (31,683 | ) | |||||||
| Other income, net | (373 | ) | — | — | (373 | ) | |||||||
| Total non-operating expenses, net | 50,248 | 1,093 | 15,073 | 66,414 | |||||||||
| Income (loss) before income tax expense | 159,434 | 9,790 | (22,808 | ) | 146,416 | ||||||||
| Income tax expense (benefit) | 382 | — | — | 382 | |||||||||
| Net income (loss) attributable to partners | $ | 159,052 | $ | 9,790 | $ | (22,808 | ) | $ | 146,034 | ||||
| Net income per limited partner unit: | |||||||||||||
| Basic | $ | 3.66 | $ | 3.36 | |||||||||
| Diluted | $ | 3.66 | $ | 3.36 | |||||||||
| Weighted average limited partner units outstanding: | |||||||||||||
| Common units – basic | 43,478,910 | 43,478,910 | |||||||||||
| Common units – diluted | 43,511,650 | 43,511,650 |
The accompanying notes are an integral part of the unaudited pro forma condensed consolidated combined financial information.
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Delek Logistics Partners, LP
Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information
1. Basis of Presentation
The following unaudited pro forma condensed consolidated combined financial information and accompanying notes reflect the pro forma effects of the 3 Bear Acquisition as well as the associated amendments to and borrowings on the revolving credit facility.
The 3 Bear Acquisition will be accounted for by the Partnership using the acquisition method of accounting in accordance with the accounting guidance in Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments presented are preliminary, have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination of fair value, policy alignment and other purchase accounting adjustments. Differences between these preliminary estimates and the final amounts may have a material impact on the accompanying unaudited pro forma condensed consolidated combined financial information.
The accounting policies used in the preparation of the unaudited pro forma condensed consolidated combined financial information are those described in the Partnership’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2022. The Partnership performed a preliminary review of 3 Bear’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the unaudited pro forma combined financial information.
The Partnership identified differences in the timing of the adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) since the Partnership adopted ASC 842 on January 1, 2019, whereas 3 Bear, as a private company, was not required to and did not apply ASC 842 to the amounts reported in its audited historical consolidated financial statements. The Partnership also identified a difference between the Partnership and 3 Bear’s presentation of certain amounts under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”).
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Delek Logistics Partners, LP
Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information
2. Preliminary 3 Bear Acquisition Reclassification Adjustments
Certain reclassifications have been made to the historical presentation of 3 Bear’s financial statements to conform to the Partnership’s historical presentation.
Statement of Income for the five months ended May 31, 2022 (in thousands):
| 3 Bear Caption | Delek Logistics Partners,<br>LP Caption | 3 Bear HistoricalMarch 31, 2022 ^(1)^ | 3 Bear Historical<br>– April 1, 2022through May 31,2022 ^(2)^ | ReclassificationAdjustments | Ref. | 3 Bear AsAdjusted ^(3)^ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating revenues | |||||||||||||||
| Product sales | Third party | $ | 38,287 | $ | 38,598 | $ | — | $ | 76,885 | ||||||
| Gathering services | Third party | 9,890 | 8,091 | — | 17,981 | ||||||||||
| Fuel revenue | Third party | 526 | 451 | — | 977 | ||||||||||
| Total operating revenues | **** | Net revenues | **** | 48,703 | **** | **** | 47,140 | **** | **** | — | **** | **** | 95,843 | ||
| **** | Cost of sales: | ||||||||||||||
| Cost of materials and other—<br> <br>third party | — | — | 63,479 | **** | (i) | 63,479 | |||||||||
| Operating expense<br>(excluding depreciation and<br>amortization presented<br>below) | — | — | 11,643 | **** | (ii) | 11,643 | |||||||||
| Depreciation and<br>amortization | — | — | 6,005 | **** | (iii) | 6,005 | |||||||||
| **** | Total cost of sales | **** | — | **** | **** | — | **** | **** | 81,127 | **** | **** | 81,127 | |||
| Operating expenses | |||||||||||||||
| Gas purchases and other cost of product sales | 31,730 | 31,749 | (63,479 | ) | **** | (i) | — | ||||||||
| Operations and maintenance | 6,589 | 5,054 | (11,643 | ) | **** | (ii) | — | ||||||||
| General and administrative | General and administrative<br>expenses | 1,874 | 1,175 | — | 3,049 | ||||||||||
| Depreciation, amortization, and accretion | Depreciation and<br>amortization | 4,430 | 2,359 | (6,005 | ) | **** | (iii) | 784 | |||||||
| Total operating expenses | **** | Total operating costs andexpenses | **** | 44,623 | **** | **** | 40,337 | **** | **** | — | **** | **** | 84,960 | ||
| Income from operations | **** | Operating income | **** | 4,080 | **** | **** | 6,803 | **** | **** | — | **** | **** | 10,883 | ||
| Other income | |||||||||||||||
| Interest expense | Interest expense, net | (592 | ) | (501 | ) | — | (1,093) | ||||||||
| Net income | $ | 3,488 | **** | $ | 6,302 | **** | $ | — | **** | $ | 9,790 | ||||
| (1) | Represents the historical unaudited consolidated statement of operations of 3 Bear for the three months ended<br>March 31, 2022, as presented on Exhibit 99.2 to the Partnership’s Form 8-K/A filed on July 13, 2022. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | Represents the historical unaudited consolidated statement of operations of 3 Bear for the period from<br>April 1, 2022 through May 31, 2022. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | For purposes of presenting the 3 Bear statement of income, as adjusted, the historical unaudited consolidated<br>statement of operations for the three months ended March 31, 2022 has been combined with the two month period of April 1, 2022 through May 31, 2022 and reclassification adjustments are applied on a combined basis.<br> | ||||||||||||||
| --- | --- | ||||||||||||||
| i. | Represents the reclassification of “Gas purchases and other cost of product sales” on 3 Bear’s<br>historical unaudited consolidated statement of operations into “Cost of materials and other—third party” to conform to the Partnership’s presentation. | ||||||||||||||
| --- | --- | ||||||||||||||
| ii. | Represents the reclassification of operating expenses contained in “Operations and maintenance” on 3<br>Bear’s historical unaudited consolidated statement of operations into “Operating expense (excluding depreciation and amortization)” to conform to the Partnership’s presentation. | ||||||||||||||
| --- | --- | ||||||||||||||
| iii. | Represents the reclassification of certain operating expenses contained in “Depreciation, amortization,<br>and accretion” on 3 Bear’s historical unaudited consolidated statement of operations into cost of sales “Depreciation and amortization” to conform to the Partnership’s presentation. | ||||||||||||||
| --- | --- |
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Delek Logistics Partners, LP
Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information
3. Preliminary 3 Bear Acquisition Accounting and Pro forma Adjustments and Assumptions
Statement of Income for the year ended December 31, 2022
The unaudited pro forma condensed consolidated combined statement of income for the year ended December 31, 2022 reflects the following adjustments:
| (a) | Represents an adjustment of $2.7 million to present certain service fees generated from contracts with<br>customers in net revenues rather than presenting such amounts net within cost of sales to conform to the Partnership’s presentation under ASC 606. This ASC 606 presentation adjustment is a preliminary estimate that remains subject to change.<br> | ||
|---|---|---|---|
| (b) | Represents adjustments to the amount and characterization of expense associated with 3 Bear’s lease and rights-of-way arrangements to conform to the Partnership’s policy for the accounting of such arrangements under ASC 842. These ASC 842 adjustments are preliminary<br>estimates that remain subject to change. | ||
| --- | --- | ||
| (c) | Represents (i) the elimination of historical depreciation expense and recognition of new depreciation<br>expense based on the preliminary fair value estimates of acquired property, plant and equipment and (ii) the elimination of historical amortization expense and recognition of new amortization expense based on the preliminary fair value<br>estimates of acquired customer relationship intangibles, as outlined in the summary table below. The depreciation of property, plant and equipment is based on the preliminary estimated remaining useful lives of the acquired assets, is calculated on<br>a straight-line basis, and is inclusive of depreciation of capitalized asset retirement costs. The amortization of intangible assets is based on the preliminary estimated periods over which the economic benefits of the intangible assets are expected<br>to be realized and is calculated on a straight-line basis. The total adjustment of $7.6 million is recorded to depreciation and amortization included in cost of sales in the amount of $0.8 million and depreciation and amortization included<br>in operating expenses in the amount of $6.8 million. | ||
| --- | --- | ||
| Year Ended<br>December 31, 2022 ^(1)^(in thousands) | |||
| --- | --- | --- | --- |
| Reversal of 3 Bear’s historical property, plant and equipment depreciation and<br>amortization | $ | (6,717 | ) |
| Depreciation of acquired property, plant and equipment assets | 6,757 | ||
| Amortization of acquired identifiable intangible assets | 7,543 | ||
| Total net transaction accounting adjustments to depreciation and amortization | $ | 7,583 | |
| (1) | Information associated with December 31, 2022 ‘historical’ financial information for 3 Bear is<br>presented as of or for the period ending May 31, 2022. A 10% change in the valuation of property, plant and equipment would cause a corresponding increase or decrease in the balance of goodwill and would also result in a corresponding increase<br>or decrease in depreciation expense of approximately $1.9 million, assuming an overall weighted average remaining useful life of 22 years. A 10% change in the valuation of the customer relationship intangible asset would cause a corresponding<br>increase or decrease in the balance of goodwill and would also result in a corresponding increase or decrease in amortization expense of approximately $0.9 million, assuming an overall weighted average useful life of 11.6 years.<br> | ||
| --- | --- | ||
| (d) | Represents the net increase to interest expense of $15.1 million resulting from the increase in interest<br>incurred from the incremental borrowings under the revolving credit facility as well as the amortization of incremental deferred financing costs incurred in connection with the amendments made to the revolving credit facility, offset in part by the<br>elimination of the interest expense, commitment fees and debt issuance cost amortization associated with the 3 Bear credit agreement extinguished in connection with closing of the 3 Bear Acquisition. For purposes of the pro forma, the interest rate<br>for the revolving credit facility is as of January 24, 2023 and based on the one-month SOFR plus the applicable margin of 2.0%. A 0.125% change in the variable interest rate of the revolving credit<br>facility would increase or decrease interest expense presented in the unaudited pro forma condensed consolidated combined statement of income by $0.2 million. | ||
| --- | --- |
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Delek Logistics Partners, LP
Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Information
| Year Ended<br>December 31, 2022 ^(1)^(in thousands) | |||
|---|---|---|---|
| Elimination of interest expense, commitment fees and amortization of debt issuance costs related<br>to the 3 Bear credit agreement | $ | (1,092 | ) |
| Amortization of incremental deferred financing costs related to the amendments on the<br>Partnership’s revolving credit facility | 96 | ||
| Incremental interest expense on the revolving credit facility | 16,069 | ||
| Total net transaction accounting adjustments to interest expense | $ | 15,073 | |
| (1) | Information associated with December 31, 2022 ‘historical’ financial information for 3 Bear is<br>presented as of or for the period ending May 31, 2022. | ||
| --- | --- |
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