Business Context and Reporting Period
This Form 8-K Current Report was filed by Delek US Holdings, Inc. on December 20, 2017. The filing addresses "Other Events" (Item 8.01) regarding a proposed merger between the registrant's subsidiary, Sugarland Mergeco, LLC, and Alon USA Partners, LP (the "MLP"). The transaction follows the earlier Delek-Alon Mergers completed in July 2017, which established Delek US Holdings, Inc. as the parent public reporting company.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the reporting period. No financial metrics are provided in this document.
Material Changes and Transaction Details
- Merger Proposal: Pursuant to a Merger Agreement dated November 8, 2017, Sugarland Mergeco, LLC will merge with and into Alon USA Partners, LP, with the MLP surviving as an indirect, wholly owned subsidiary of Delek US Holdings, Inc.
- Approval Status: The merger requires the affirmative vote or consent of holders of at least a majority of outstanding MLP common units. Alon Assets, Inc. (AAI), holding approximately 81.6% of MLP units, has agreed to deliver a written consent sufficient to approve the merger.
- Record Date: On December 20, 2017, the MLP General Partner set January 2, 2018, as the record date for determining unitholders entitled to execute written consents.
- Historical Context: The filing references the Delek-Alon Mergers effective July 1, 2017, which renamed the entities and delisted the predecessor companies from the NYSE.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The company directs investors to a preliminary consent statement/prospectus filed on December 13, 2017 (File No. 333-222014) for detailed information. The definitive consent statement/prospectus is expected to be filed in the future.
Risks and Contingencies: The completion of the merger is subject to conditions, including the delivery of written consents representing a majority of outstanding common units. The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially from current beliefs and expectations due to various factors.
Important Facts for Investor Verification
- Verify the final terms of the merger in the definitive consent statement/prospectus once filed with the SEC.
- Confirm the January 2, 2018 record date for unitholder consent eligibility.
- Note that Alon Assets, Inc. controls approximately 81.6% of the MLP units and has committed to approving the transaction.
- Review the preliminary consent statement/prospectus (File No. 333-222014) available on the SEC website for comprehensive transaction details.