UNITED STATES
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
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(615 ) 771-6701
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Item 1.01 Entry into a Material Definitive Agreement.
Incremental Term Loans
On May 19, 2020 (the “Closing Date”), Delek US Holdings, Inc. (the “Company”), as borrower, entered into an amendment to its senior secured term loan facility (the “Term Loan Credit Facility”) pursuant to the terms of the Third Incremental Amendment to Term Loan Credit Agreement (the “Incremental Amendment”) to the Term Loan Credit Agreement, dated as of March 30, 2018 (as amended, the “Term Loan Credit Agreement”), by and among the Company, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. Pursuant to the Incremental Amendment, the Company borrowed $200 million in aggregate principal amount of incremental term loans (the “Incremental Term Loans”), which constitute a separate class of term loans under the Term Loan Credit Facility from those initially borrowed in March 2018 and the incremental term loans borrowed in May 2019 and November 2019 (collectively, the “Existing Term Loans”).
Borrowings under the Incremental Amendment bear interest at a rate that is determined, at the Company’s election, at LIBOR or at base rate, in each case, plus an applicable margin of 5.50% with respect to LIBOR borrowings and 4.50% with respect to base rate borrowings. Additionally, the Company will be required to pay a prepayment fee equal to a make-whole if the Incremental Term Loans are prepaid pursuant to an optional prepayment, in connection with a non-permitted debt issuance or in connection with an acceleration within one year of the Incremental Amendment. The Company may voluntarily prepay outstanding Incremental Term Loans at any time subject to customary “breakage” costs with respect to LIBOR loans and subject to a prepayment premium of 1.00% in connection with certain customary repricing events that may occur during the period from the day after the first anniversary of the Closing Date through the second anniversary of the Closing Date. The other terms of the Incremental Term Loans are substantially identical to the terms applicable to the Existing Term Loans. The Company will use the proceeds of the Incremental Term Loans (i) for general corporate purposes and (ii) to pay transaction fees and expenses.
The foregoing description of the Incremental Amendment does not purport to be complete and is qualified in its entirety by reference to the Incremental Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Incremental Amendment and the Incremental Term Loans provided above under Item 1.01 are incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: May 21, 2020 | DELEK US HOLDINGS, INC |
/s/ Reuven Spiegel | |
Name: Reuven Speigel | |
Title: Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |