Attached files
file | filename |
---|---|
S-1 - FORM S-1 - Alon USA Energy, Inc. | d75601sv1.htm |
EX-4.4 - EX-4.4 - Alon USA Energy, Inc. | d75601exv4w4.htm |
EX-4.3 - EX-4.3 - Alon USA Energy, Inc. | d75601exv4w3.htm |
EX-4.5 - EX-4.5 - Alon USA Energy, Inc. | d75601exv4w5.htm |
EX-99.2 - EX-99.2 - Alon USA Energy, Inc. | d75601exv99w2.htm |
EX-99.6 - EX-99.6 - Alon USA Energy, Inc. | d75601exv99w6.htm |
EX-21.1 - EX-21.1 - Alon USA Energy, Inc. | d75601exv21w1.htm |
EX-99.5 - EX-99.5 - Alon USA Energy, Inc. | d75601exv99w5.htm |
EX-99.4 - EX-99.4 - Alon USA Energy, Inc. | d75601exv99w4.htm |
EX-99.7 - EX-99.7 - Alon USA Energy, Inc. | d75601exv99w7.htm |
EX-24.1 - EX-24.1 - Alon USA Energy, Inc. | d75601exv24w1.htm |
EX-12.1 - EX-12.1 - Alon USA Energy, Inc. | d75601exv12w1.htm |
EX-23.1 - EX-23.1 - Alon USA Energy, Inc. | d75601exv23w1.htm |
EX-99.1 - EX-99.1 - Alon USA Energy, Inc. | d75601exv99w1.htm |
Exhibit 99.3
FORM OF
LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS
ALON USA
ENERGY, INC.
Shares of
8.75% Series A Convertible Preferred Stock
Offered
Pursuant to Subscription Rights Distributed to Stockholders of
Record
of Shares of Common Stock of Alon USA Energy, Inc.
of Shares of Common Stock of Alon USA Energy, Inc.
,
2010
Dear Stockholder:
This notice is being distributed by Alon USA Energy, Inc., a
Delaware corporation (the Company), to stockholders
of record of shares of its common stock, par value $0.01 per
share, as of the close of business, New York City time,
on ,
2010, in connection with its distribution of, at no charge,
transferable subscription rights to purchase shares of the
Companys 8.75% Series A Convertible Preferred Stock,
par value $0.01 per share (the Series A Preferred
Stock). The subscription rights are evidenced by rights
certificates. The subscription rights are transferable, and the
Company anticipates that the subscription rights will be
eligible to trade on the New York Stock Exchange under the
symbol ALJ [RT] from the commencement of the rights
offering until 4:00 p.m., New York City time, on the last
trading day before the expiration date of the rights offering,
which may be extended by the Company in its sole discretion. The
Company intends to list the Series A Preferred Stock on the
New York Stock Exchange.
You will receive one right for every 13.55 shares of common
stock that you owned as a holder of record on the record date,
rounded to the nearest whole subscription right. Each basic
subscription right will entitle its holder to purchase one share
of Series A Preferred Stock at an exercise price of $10 per
share, payable in cash. The shares of Series A Preferred
Stock will initially be convertible into shares of the
Companys common stock at a conversion rate of
1.344 shares of common stock per share of Series A
Preferred Stock, which is equivalent to a conversion price of
$7.44 per share, subject to adjustment upon the occurrence of
certain events.
In addition, if you fully exercise your basic subscription
right, you may also subscribe to purchase, at the same price per
share, any shares of Series A Preferred Stock that are not
purchased by other holders of subscription rights under their
basic subscription rights as of the expiration date. If
sufficient shares of Series A Preferred Stock are
available, the Company will seek to honor your over-subscription
request in full. If, however, over-subscription requests exceed
the number of shares of Series A Preferred Stock available
in the rights offering, the Company will allocate the available
shares of Series A Preferred Stock pro rata among each
stockholder exercising the over-subscription right in proportion
to the number of shares of common stock owned by such
stockholder on the record date, relative to the number of shares
of common stock owned on the record date by all stockholders
exercising the over-subscription right. If this pro rata
allocation results in any stockholder receiving a greater number
of shares of Series A Preferred Stock than the stockholder
subscribed for pursuant to the exercise of the over-subscription
right, then such stockholder will be allocated only that number
of shares for which the stockholder over-subscribed, and the
remaining shares of Series A Preferred Stock will be
allocated among all other stockholders exercising the
over-subscription right on the same pro rata basis described
above. The proration process will be repeated until all shares
of Series A Preferred Stock have been allocated or all
over-subscription requests have been satisfied. The
over-subscription right must be exercised, if at all,
concurrently with the basic subscription right prior to the
expiration time.
The basic subscription rights and the over-subscription rights
are described in detail in the Companys prospectus,
dated ,
2010 (the Prospectus). You should read the
Prospectus carefully before deciding whether to exercise or sell
your subscription rights.
In the rights offering, the Company is offering an aggregate of
4,000,000 shares of Series A Preferred Stock pursuant
to the Prospectus. The subscription rights expire, if not
previously exercised, at 6:00 p.m., New York City time,
on ,
2010, unless the exercise period is extended by the Company in
its sole discretion.
Enclosed are copies of the following documents:
1. The Prospectus;
2. Your rights certificate;
3. | The Instructions for Completion of Alon USA Energy, Inc. Rights Certificates (including the Substitute Form W-9, Guidelines for Certification of Taxpayer Identification Number of Form W-9 and the Notice of Important Tax Information); |
4. A Notice of Guaranteed Delivery; and
5. | A return envelope addressed to The Bank of New York Mellon, which is acting as the Companys subscription agent. |
YOUR RIGHTS CERTIFICATE, OR NOTICE OF GUARANTEED DELIVERY,
AND PAYMENT OF THE EXERCISE PRICE MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT PRIOR TO 6:00 P.M., NEW YORK CITY
TIME,
ON ,
2010, UNLESS THE TIME PERIOD FOR EXERCISING THE SUBSCRIPTION
RIGHTS IS EXTENDED BY THE COMPANY. The subscription agent
will not accept a facsimile transmission of your completed
rights certificate. Your payment of the exercise price must be
made in U.S. dollars for the full number of shares of
Series A Preferred Stock you are purchasing pursuant to the
exercise of your basic subscription rights or over-subscription
rights by (a) certified check drawn upon a U.S. bank
payable to the subscription agent; (b) cashiers check
drawn upon a U.S. bank or express money order payable to
the subscription agent; or (c) wire transfer of funds to
the account maintained by the subscription agent for the purpose
of the rights offering at [ ]. Once you have
exercised your subscription rights, you may not revoke or
withdraw your exercise. If you do not exercise your subscription
rights prior to the expiration time, your subscription rights
will expire.
Additional copies of the enclosed materials may be obtained from
The Bank of New York Mellon, which is acting as the
Companys information agent. Banks and brokerage firms
should call the information agent at [ ]. All
other persons should call toll-free at [ ].
Very truly yours,
ALON USA ENERGY, INC.
2