Attached files
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EX-99.2 - EXHIBIT 99.2 - Delek US Holdings, Inc. | c19957exv99w2.htm |
EX-23.1 - EXHIBIT 23.1 - Delek US Holdings, Inc. | c19957exv23w1.htm |
EX-99.4 - EXHIBIT 99.4 - Delek US Holdings, Inc. | c19957exv99w4.htm |
EX-99.3 - EXHIBIT 99.3 - Delek US Holdings, Inc. | c19957exv99w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
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): April 28, 2011
DELEK US HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32868 | 52-2319066 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
7102 Commerce Way Brentwood, Tennessee |
37027 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (615) 771-6701
Not Applicable
(Former name or former address, if changed since last report.)
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:
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)) |
Delek US Holdings, Inc., a Delaware corporation (the Company), hereby amends this Current Report
on Form 8-K which was initially filed on May 4, 2011. This amended Form 8-K includes the financial
statements and pro forma financial information (collectively the Financial Information) that were
excluded from Item 9.01 of the initial Form 8-K pursuant to Item 9.01(a)(4) and (b)(2). Except for
the Financial Information required to be filed by Item 9.01(a) and to be furnished by
Item 9.01(b) of Form 8-K, and the consent of KPMG LLP filed
as Exhibit 23.1 hereto, no substantive amendments or updates are being made to the initial Form
8-K.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 29, 2011, the Company completed the acquisition of approximately 53.7 percent of the
issued and outstanding shares of common stock, par value $0.10 per share (the Lion Shares), of
Lion Oil Company (Lion Oil) from Ergon, Inc. (Ergon). The Company purchased the Lion Shares in
return for a combination of cash, stock and the payment or replacement of all debt currently owed
by Lion Oil to Ergon, including the following: (a) the Company issued 3,292,844 restricted shares
of its common stock, par value $0.01 per share (the Delek Shares), to Ergon; (b) the Company and
Lion Oil made cash payments in the aggregate amount of $50 million to Ergon; (c) Lion Oil executed
a new $50 million term note payable to Ergon that is guaranteed by the Company; (d) Lion Oil
transferred its interests in a pipeline subsidiary to Ergon; and (e) Lion Oil paid approximately
$32 million to Ergon representing the estimated adjusted net working capital of Lion Oil and
certain subsidiaries. In addition, Lion Oil divested certain other non-refining assets to or for
the benefit of Ergon.
Other Material Relationships. In 2007, the Company acquired a 34.6 percent equity interest in Lion
Oil from several former Lion Oil stockholders. Since 2007, two of the Companys executive
officers, Frederec Green and Assaf Ginzburg, have served on Lion Oils Board of Directors. Lion
Oil is an Arkansas corporation that owns and operates an 80,000 barrel per day, crude oil refinery
in El Dorado, Arkansas, three crude oil pipelines, a crude oil gathering system and two refined
petroleum product terminals in Memphis and Nashville, Tennessee. The two terminals supply products
to some of the Companys 180 convenience stores in the Memphis and Nashville markets. These
product purchases totaled $15.4 million, $9.8 million and $11.7 million in 2010, 2009 and 2008,
respectively. The Companys refining segment also made sales of $1.5 million, $2.5 million and
$1.9 million, respectively, of intermediate products to the Lion Oil refinery during 2010, 2009 and
2008. These product purchases and sales were made at market values.
The Stock Purchase Agreement dated March 17, 2011, and first amendment thereto dated April 29,
2011, by and among Ergon, Lion Oil and the Company, are attached as Exhibit 2.1 and Exhibit 2.2
hereto. The full text of the Companys press release announcing the completion of the acquisition
is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(a) | Financial statements of businesses acquired. |
Audited
consolidated financial statements for Lion Oil Company and
subsidiaries for the year ended April 30, 2010 (which include
the comparative year ended April 30, 2009) are filed herewith as Exhibit 99.2 hereto. In addition,
unaudited consolidated financial statements of Lion Oil Company and
subsidiaries for the period beginning May 1, 2010 and ending
April 28, 2011 are filed herewith as Exhibit 99.3 hereto. These financial
statements have neither been reviewed nor audited by the Companys independent registered public
accounting firm.
(b) | Pro forma financial information. |
The pro-forma consolidated balance sheet of the Company at March 31, 2011 and the pro-forma
consolidated income statements of the Company for the year ended December 31, 2010 and the quarters
ended March 31, 2011 and 2010 are furnished herewith as Exhibit 99.4 hereto. These pro forma consolidated
financial statements have been prepared on the assumption that the Companys acquisition of Lion
Oil Company occurred at January 1, 2010 (the beginning of the Companys most recently completed
fiscal year), although the actual closing occurred on April 28, 2011. These pro forma consolidated
financial statements have neither been audited nor reviewed by the Companys independent registered
public accounting firm.
(c) | Not applicable. |
|
(d) | Exhibits. |
2.1+ | Stock Purchase Agreement, dated March 17, 2011, by and among Ergon, Inc., Lion Oil Company
and Delek US Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Form
8-K filed on May 4, 2011). |
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2.2+ | First Amendment dated April 29, 2011 to Stock Purchase Agreement dated March 17, 2011 by
and among Ergon, Inc., Lion Oil Company and Delek US Holdings, Inc. (incorporated by reference
to Exhibit 2.2 to the Companys Form 8-K filed on May 4, 2011). |
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23.1 | Consent of KPMG LLP. |
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99.1 | Press release of Delek US Holdings, Inc. issued on April 29, 2011 (incorporated by reference
to Exhibit 99.1 to the Companys Form 8-K filed on May 4, 2011). |
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99.2 | Audited consolidated financial statements of Lion Oil Company
and subsidiaries for the years ended April 30, 2010 and 2009. |
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99.3 | Unaudited consolidated financial statements of Lion Oil Company
and subsidiaries for the period beginning May 1, 2010 and
ending April 28, 2011. |
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99.4 | Pro-forma consolidated balance sheet of the Company at March 31, 2011 and pro-forma
consolidated income statements of the Company for the year ended December 31, 2010 and the
quarters ended March 31, 2011 and 2010. |
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+ | Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
agrees to furnish supplementally a copy of any of the omitted schedules upon request by the
Securities and Exchange Commission. |
SIGNATURES
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.
Dated: July 15, 2011 | DELEK US HOLDINGS, INC. |
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By: | /s/ Mark B. Cox | |||
Name: | Mark B. Cox | |||
Title: | Executive Vice President / Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |||
2.1+ | Stock Purchase Agreement, dated March 17, 2011, by and among Ergon, Inc., Lion Oil Company
and Delek US Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Companys Form
8-K filed on May 4, 2011). |
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2.2+ | First Amendment dated April 29, 2011 to Stock Purchase Agreement dated March 17, 2011 by
and among Ergon, Inc., Lion Oil Company and Delek US Holdings, Inc. (incorporated by reference
to Exhibit 2.2 to the Companys Form 8-K filed on May 4, 2011). |
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23.1 | Consent of KPMG LLP. |
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99.1 | Press release of Delek US Holdings, Inc. issued on April 29, 2011 (incorporated by reference
to Exhibit 99.1 to the Companys Form 8-K filed on May 4, 2011). |
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99.2 | Audited
consolidated financial statements of Lion Oil Company and
subsidiaries for the years ended April 30, 2010 and 2009. |
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99.3 | Unaudited
consolidated financial statements of Lion Oil Company and
subsidiaries for the period beginning May 1, 2010 and
ending April 28, 2011. |
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99.4 | Pro-forma consolidated balance sheet of the Company at March 31, 2011 and pro-forma
consolidated income statements of the Company for the year ended December 31, 2010 and the
quarters ended March 31, 2011 and 2010. |
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+ | Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
agrees to furnish supplementally a copy of any of the omitted schedules upon request by the
Securities and Exchange Commission. |