Attached files
file | filename |
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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-99.4 - EX-99.4 - Alon USA Energy, Inc. | d75601exv99w4.htm |
EX-99.7 - EX-99.7 - Alon USA Energy, Inc. | d75601exv99w7.htm |
EX-99.3 - EX-99.3 - Alon USA Energy, Inc. | d75601exv99w3.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 99.5
FORM OF
LETTER TO CLIENTS OF NOMINEE 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
To Our Clients:
This notice is being distributed by us to you because we hold
shares of common stock, par value $0.01 per share, of Alon USA
Energy, Inc., a Delaware corporation (the Company),
for you. The Company has distributed, 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.
The stockholders of record of shares of the Companys
common stock will receive one right for every 13.55 shares
of common stock held as of the close of business, New York City
time,
on ,
2010, 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 the holder or the beneficial holder of the
subscription rights fully exercises the basic subscription
right, the holder or beneficial holder of subscription rights,
as the case may be, 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 such holders or
beneficial holders 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. The Beneficial Owner Election Form; and
3. The Instructions for Completion of Alon USA
Energy, Inc. Rights Certificates.
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE
BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT
BUT NOT REGISTERED IN YOUR NAME. THE EXERCISE OR SALE OF
SUBSCRIPTION RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER
AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request
instructions as to whether you wish us to elect to purchase any
shares of Series A Preferred Stock to which you are
entitled or sell or transfer any of your subscription rights
pursuant to the terms and subject to the conditions set forth in
the enclosed Prospectus. We urge you to read the Prospectus and
other enclosed materials carefully before instructing us to
exercise, sell or otherwise transfer your subscription rights.
If you wish to have us, on your behalf, exercise the
subscription rights for any shares of Series A Preferred
Stock to which you are entitled or sell or otherwise transfer
your subscription rights, please so instruct us by timely
completing, executing and returning to us the Beneficial Owner
Election Form enclosed with this letter. Once you have exercised
your subscription rights, such exercise may not be revoked or
withdrawn.
With respect to any instructions to sell or otherwise transfer
your subscription rights, the enclosed Beneficial Owner Election
Form must be completed and returned such that it will actually
be received by us before 6:00 p.m., New York City time,
on ,
2010, the fifth business day prior to the scheduled expiration
date of the rights offering
of ,
2010, which may be extended by the Company in its sole
discretion. With respect to any instructions to exercise (or not
to exercise) your subscription rights, the enclosed Beneficial
Owner Election Form must be completed and returned such that it
will actually be received by us by 6:00 p.m., New York City
time,
on ,
2010, the last business day prior to the scheduled expiration
date of the rights offering
of ,
2010, which may be extended by the Company in its sole
discretion.
Any questions or requests for assistance concerning the rights
offering should be directed to 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 [ ].
2