UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 |
Entry Into a Material Definitive Agreement. |
On December 11, 2024, Delek Logistics Partners, LP (the “Partnership”) entered into a Membership Interest Purchase Agreement with Gravity Water Holdings LLC (the “Seller”) to purchase 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC (the “Purchased Interests”), related to Seller’s water disposal and recycling operations in the Permian Basin and the Bakken (the “Purchase Agreement”).
The purchase price for the Purchased Interests is $285 million, subject to customary closing adjustments, which is to be paid in a combination of cash and 2,175,209 common units representing equity interests of the Partnership. The Partnership paid a deposit under the Purchase Agreement of approximately $22.8 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement. The equity interests issued to the Seller will be issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act. Pursuant to a registration rights agreement to be delivered at closing under the Purchase Agreement, the Partnership will file with the SEC a registration statement within ten (10) business days after the closing to register the resale of the equity interests issued to the Seller.
The transactions contemplated by the Purchase Agreement are expected to close in early 2025. The closing is subject to customary closing conditions set forth in the Purchase Agreement, including regulatory approvals. The Purchase Agreement also contains representations and warranties of the parties, indemnification obligations, termination rights, and other covenants and agreements.
The foregoing description is a summary and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 3.02 |
Unregistered Sales of Equity Securities |
The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.
Item 9.01 |
Financial Statements and Exhibits |
| (d) | Exhibits. |
| 2.1 | Membership Interest Purchase Agreement, dated as of December 11, 2024, by and between Gravity Water Holdings LLC and Delek Logistics Partners, LP. | |
| 99.1 | Press release of Delek Logistics Partners, LP, dated December 12, 2024 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
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 t
he
undersigned hereunto duly authorized. | Dated: December 12, 2024 | |
DELEK LOGISTICS PARTNERS, LP | ||
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By: Delek Logistics GP, LLC Its general partner | ||
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/s/ Reuven Spiegel | ||
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Name: Reuven Spiegel | ||
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Title: Executive Vice President and Chief financial Officer | ||
| Dated: December 12, 2024 | |
DELEK US HOLDINGS, INC. | ||
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By: Delek Logistics GP, LLC Its general partner | ||
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/s/ Reuven Spiegel | ||
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Name: Reuven Spiegel | ||
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Title: Executive Vice President and Chief Financial Officer | ||