UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 28, 2010
ALON USA ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-32567 | 74-2966572 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
(Address of Principal Executive Offices) (Zip Code)
Dallas, Texas 75251
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (972) 367-3600
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 (see
General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Supply and Offtake Agreement
On May 28, 2010, Alon Refining Krotz Springs, Inc. (ARKS) entered into an Amended and
Restated Supply and Offtake Agreement (the Supply and Offtake Agreement) with J. Aron & Company
(J. Aron). ARKS is a wholly-owned subsidiary of Alon USA Energy, Inc., the registrant. Pursuant
to the Supply and Offtake Agreement, (i) J. Aron agreed to sell to ARKS, and ARKS agreed to buy
from J. Aron, at market price, crude oil for processing at the Krotz Springs, Louisiana refinery
owned and operated by ARKS (the Krotz Springs Refinery) and (ii) ARKS agreed to sell, and J. Aron
agreed to buy, at market price, certain refined products produced at the Krotz Springs Refinery.
Incident to the execution of the Supply and Offtake Agreement, ARKS also entered into
agreements that provided for the sale, at market price, of ARKS crude oil and certain refined
product inventories to J. Aron, the lease to J. Aron of crude oil and refined product storage tanks
located at the Krotz Springs Refinery, and an agreement to identify prospective purchasers of
refined products on J. Arons behalf. The Supply and Offtake Agreement has an initial term that
expires on May 31, 2012 and automatically renews for up to four additional 12-month terms unless
either party provides notice of termination at least six months prior to the end of the
then-current term. Following expiration of the Supply and Offtake Agreement, ARKS is obligated to
purchase the crude oil and refined product inventories then owned by J. Aron and located at the
Krotz Springs Refinery.
The Supply and Offtake Agreement includes customary events of default and restrictions on the
activities of ARKS.
Standby LC Facility
On May 28, 2010, ARKS entered into a Credit Agreement (the Standby LC Facility) by and
between ARKS, as Borrower, and Goldman Sachs Bank USA, as Issuing Bank.
The Standby LC Facility provides for letters of credit to be issued to J. Aron in an aggregate
amount of up to $200 million and at this time there is no further availability under the Standby LC
Facility. Obligations under the Standby LC Facility are secured by a first priority lien on the
existing and future accounts receivable and inventory of ARKS.
In the event that ARKS defaults under the Supply and Offtake Agreement, J. Aron may present
the letter of credit issued under the Standby LC Facility for payment. Following such a payment,
interest on the disbursed amounts shall accrue at a rate of up to Base Rate plus 5% per annum (as
more fully described in the Standby LC Facility).
The Standby LC Facility includes customary events of default and restrictions on the
activities of ARKS and its subsidiaries. The Standby LC Facility contains no financial maintenance
covenants or minimum borrowing base requirements.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.
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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 the undersigned hereunto duly authorized.
ALON USA ENERGY, INC. |
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By: | /s/ Harlin R. Dean | |||
Harlin R. Dean | ||||
Senior Vice President Legal, Secretary and General Counsel |
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Date: June 4, 2010