| Item 1.01 |
Entry into a Material
Definitive Agreement
|
On November 14, 2022, Delek Logistics Partners, LP, a Delaware
limited partnership (the “Partnership”), and Delek Logistics GP,
LLC, a Delaware limited liability company and the general partner
of the Partnership (the “General Partner”), entered into an Equity
Distribution Agreement (the “Distribution Agreement”) by and among
the Partnership, the General Partner and RBC Capital Markets, LLC
(the “Manager”). Pursuant to the terms of the Distribution
Agreement, the Partnership may sell from time to time to or through
the Manager, as sales agent and/or principal, as applicable, common
units representing limited partner interests in the Partnership
having an aggregate offering price of up to $100,000,000 (the
“common units”). The sales, if any, of the common units under the
Distribution Agreement will be made by means of ordinary brokers’
transactions on the New York Stock Exchange at market prices, in
block transactions or as otherwise agreed upon by the Manager and
the Partnership by any method permitted by law deemed to be an “at
the market offering” as defined in Rule 415 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”).
Under the terms of the Distribution Agreement, the Partnership will
pay the Manager a commission at a mutually agreed rate not to
exceed 2.0% of the gross sales price per common unit. In addition,
the Partnership has agreed to pay certain expenses incurred by the
Manager in connection with the offering. The Partnership may also
sell common units to the Manager as principal for its own account
at a price agreed upon at the time of sale. If the Partnership
sells common units to the Manager as principal, the Partnership
will enter into a separate terms agreement with the Manager.
The offering has been registered under the Securities Act pursuant
to the Partnership’s shelf registration statement on Form
S-3 (File No. 333-264300), as supplemented
by the prospectus supplement dated November 14, 2022, relating
to the sale of the common units (the “Prospectus Supplement”).
The Distribution Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Partnership and the Manager have agreed
to indemnify each other against certain liabilities, including
liabilities under the Securities Act. The Partnership expects to
use the net proceeds from any sale under the Distribution Agreement
of the common units for general partnership purposes.
As more fully described under the caption “Plan of Distribution
(Conflicts of Interest)” in the Prospectus Supplement, from time to
time, in the ordinary course of their business, the Manager and/or
its affiliates have in the past performed, and may continue to
perform, investment banking, broker dealer, lending, financial
advisory or other services for the Partnership and its
subsidiaries, for which the Manager and/or its affiliates have
received separate fees, and the Manager and/or its affiliates may
continue to perform these services for the Partnership and its
subsidiaries in the future, in connection with which the Manager
and/or its affiliates may receive customary fees and expenses.
The representations, warranties and covenants contained in the
Distribution Agreement were made only for purposes of that
agreement and as of specific dates; were solely for the benefit of
the parties to the Distribution Agreement; and may be subject to
limitations agreed upon by the parties, including being qualified
by confidential disclosures made by each contracting party to the
other as a way of allocating contractual risk between them that
differ from those applicable to investors. Moreover, the subject
matter of the representations and warranties are subject to more
recent developments. Accordingly, investors should be aware that
these representations, warranties and covenants or any description
thereof alone may not describe the actual state of affairs of the
Partnership, the General Partner or any of their respective
subsidiaries, affiliates, businesses or equityholders as of the
date they were made or at any other time.
The foregoing description and the description to be contained in
the Prospectus Supplement are not complete and are qualified in
their entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K (this
“Current Report”), and is incorporated herein by reference.
Legal opinions relating to the common units are included as
Exhibits 5.1 and 8.1 to this Current Report.
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