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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 2023
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-35721
DELEK LOGISTICS PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware
globe05.jpg
45-5379027
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
310 Seven Springs Way, Suite 500
Brentwood
Tennessee
37027
(Address of principal executive offices)
(Zip Code)
(615) 771-6701
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Units Representing Limited Partnership InterestsDKLNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☑
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
At November 1, 2023, there were 43,596,444 common limited partner units outstanding.

Table of Contents
Delek Logistics Partners, LP
Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2023
Note 2 - Acquisitions
DKL Puzzle.jpg

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Financial Statements
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except unit and per unit data)
September 30, 2023December 31, 2022
ASSETS  
Current assets:  
Cash and cash equivalents$4,182 $7,970 
Accounts receivable41,271 53,314 
Accounts receivable from related parties67,089 — 
Inventory4,137 1,483 
Other current assets962 2,463 
Total current assets117,641 65,230 
Property, plant and equipment:  
Property, plant and equipment1,306,172 1,240,684 
Less: accumulated depreciation(369,476)(316,680)
Property, plant and equipment, net936,696 924,004 
Equity method investments 241,937 257,022 
Customer relationship intangible, net185,862 199,440 
Marketing contract intangible, net103,958 109,366 
Rights-of-way, net58,047 55,990 
Goodwill27,051 27,051 
Operating lease right-of-use assets20,983 24,788 
Other non-current assets17,289 16,408 
Total assets$1,709,464 $1,679,299 
LIABILITIES AND DEFICIT  
Current liabilities:  
Accounts payable$27,989 $57,403 
Accounts payable to related parties— 6,055 
Current portion of long-term debt15,000 15,000 
Interest payable16,889 5,308 
Excise and other taxes payable11,951 8,230 
Current portion of operating lease liabilities8,052 8,020 
Accrued expenses and other current liabilities5,483 6,202 
Total current liabilities85,364 106,218 
Non-current liabilities:  
Long-term debt, net of current portion1,726,429 1,646,567 
Operating lease liabilities, net of current portion9,228 12,114 
Asset retirement obligations9,862 9,333 
Other non-current liabilities17,733 15,767 
Total non-current liabilities1,763,252 1,683,781 
Equity (Deficit):  
Common unitholders - public; 9,284,741 units issued and outstanding at September 30, 2023 (9,257,305 at December 31, 2022)
165,472 172,119 
Common unitholders - Delek Holdings; 34,311,278 units issued and outstanding at September 30, 2023 (34,311,278 at December 31, 2022)
(304,624)(282,819)
Total deficit(139,152)(110,700)
Total liabilities and deficit $1,709,464 $1,679,299 


See accompanying notes to the condensed consolidated financial statements
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Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands, except unit and per unit data)
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net revenues
   Affiliate (1)
$156,411 $127,150 $414,403 $375,270 
Third Party119,413 166,875 351,857 392,086 
Net revenues275,824 294,025 766,260 767,356 
Cost of sales: 
Cost of materials and other - affiliate (1)
115,149 124,714 298,262 374,329 
Cost of materials and other - third party35,479 53,026 106,587 105,966 
Operating expenses (excluding depreciation and amortization presented below)32,611 25,065 85,302 62,892 
Depreciation and amortization23,261 19,067 65,494 41,876 
Total cost of sales206,500 221,872 555,645 585,063 
Operating expenses related to wholesale business (excluding depreciation and amortization presented below)392 836 1,397 2,105 
General and administrative expenses5,545 11,959 19,666 30,826 
Depreciation and amortization1,324 473 3,923 1,421 
Gain on disposal of assets(491)(132)(804)(120)
Total operating costs and expenses213,270 235,008 579,827 619,295 
Operating income62,554 59,017 186,433 148,061 
Interest expense, net36,901 22,559 104,581 53,621 
Income from equity method investments (9,296)(8,567)(22,897)(22,666)
Other income, net(3)(36)(24)(39)
Total non-operating expenses, net27,602 13,956 81,660 30,916 
Income before income tax expense34,952 45,061 104,773 117,145 
Income tax expense127 387 685 793 
Net income attributable to partners$34,825 $44,674 $104,088 $116,352 
Comprehensive income attributable to partners$34,825 $44,674 $104,088 $116,352 
Net income per limited partner unit:
Basic$0.80 $1.03 $2.39 $2.68 
Diluted$0.80 $1.03 $2.39 $2.67 
Weighted average limited partner units outstanding: 
Basic43,588,316 43,485,779 43,578,636 43,477,801 
Diluted43,604,791 43,515,960 43,598,547 43,499,837 
Cash distributions per common limited partner unit$1.045 $0.990 $3.105 $2.955 
(1) See Note 3 for a description of our material affiliate revenue and purchases transactions.

See accompanying notes to the condensed consolidated financial statements

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Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Partners' Equity (Deficit) (Unaudited)
(in thousands)
Common - Public Common - Delek HoldingsTotal
Balance as of June 30, 2023$167,760 $(297,262)$(129,502)
Cash distributions(9,757)(35,513)(45,270)
Net income attributable to partners
7,412 27,413 34,825 
Other
57 738 795 
Balance as of September 30, 2023$165,472 $(304,624)$(139,152)
Common - Public Common - Delek HoldingsTotal
Balance as of June 30, 2022$168,611 $(285,070)$(116,459)
Cash distributions(9,229)(33,797)(43,026)
Net income attributable to partners
9,430 35,244 44,674 
Other
99 455 554 
Balance as of September 30, 2022$168,911 $(283,168)$(114,257)
Common - Public Common - Delek HoldingsTotal
Balance as of December 31, 2022$172,119 $(282,819)$(110,700)
Cash distributions(28,695)(105,679)(134,374)
Net income attributable to partners22,135 81,953 104,088 
Other(87)1,921 1,834 
Balance as of September 30, 2023$165,472 $(304,624)$(139,152)
Common - Public Common - Delek HoldingsTotal
Balance as of December 31, 2021$166,067 $(270,059)$(103,992)
Cash distributions(26,779)(101,251)(128,030)
Net income attributable to partners24,543 91,809 116,352 
Delek Holdings unit sale to public5,110 (5,110)— 
Other(30)1,443 1,413 
Balance as of September 30, 2022$168,911 $(283,168)$(114,257)

See accompanying notes to the condensed consolidated financial statements
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Financial Statements
Delek Logistics Partners, LP
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
 Nine Months Ended September 30,
20232022
Cash flows from operating activities:
Net income$104,088 $116,352 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization69,417 43,297 
Non-cash lease expense7,407 13,584 
Amortization of customer contract intangible assets5,408 5,408 
Amortization of deferred revenue(1,331)(1,332)
Amortization of deferred financing costs and debt discount3,476 2,743 
Income from equity method investments (22,897)(22,666)
Dividends from equity method investments 24,118 22,954 
Other non-cash adjustments2,312 1,784 
Changes in assets and liabilities:
Accounts receivable21,430 (9,108)
Inventories and other current assets(2,290)1,260 
Accounts payable and other current liabilities(29,180)18,875 
Accounts receivable/payable to related parties(73,144)108,747 
Non-current assets and liabilities, net1,816 (4,416)
Net cash provided by operating activities110,630 297,482 
Cash flows from investing activities:  
Purchases of property, plant and equipment(58,564)(76,852)
Proceeds from sales of property, plant and equipment 1,036 143 
Purchases of intangible assets(2,583)(4,702)
Business Combination, net of cash acquired— (625,413)
Distributions from equity method investments4,477 1,737 
Net cash used in investing activities(55,634)(705,087)
Cash flows from financing activities:  
Distributions to common unitholders - public(28,695)(26,779)
Distributions to common unitholders - Delek Holdings(105,679)(101,251)
Proceeds from revolving facility304,500 966,300 
Payments on revolving facility(213,800)(417,400)
Payments on term loan debt(11,250)— 
Deferred financing costs paid(1,669)(701)
Payments on financing lease liabilities(2,191)(1,911)
Net cash (used in) provided by financing activities(58,784)418,258 
Net (decrease) increase in cash and cash equivalents(3,788)10,653 
Cash and cash equivalents at the beginning of the period7,970 4,292 
Cash and cash equivalents at the end of the period4,182 14,945 
Supplemental disclosures of cash flow information:  
Cash paid during the period for:  
Interest$89,524 $37,890 
Income taxes$20 $43 
Non-cash investing activities:  
Increase (decrease) in accrued capital expenditures and other$10,084 $(1,019)
Non-cash financing activities:
Non-cash lease liability arising from obtaining right of use assets during the period$4,764 $9,553 

See accompanying notes to the condensed consolidated financial statements

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Notes to Condensed Consolidated Financial Statements (Unaudited)
Delek Logistics Partners, LP
Notes to the Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Basis of Presentation
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole.
The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner"). On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership ("Delaware Gathering"), entered into a Membership Interest Purchase Agreement (the “3 Bear Purchase Agreement”) with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (“3 Bear”) (subsequently renamed to DKL Delaware Holding - NM, LLC), related to the Seller’s crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Acquisition”). The Delaware Gathering Acquisition was completed on June 1, 2022 (the "Acquisition Date").
The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region. A substantial majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, El Dorado and Big Spring refineries.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on March 1, 2023 and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in our Annual Report on Form 10-K.
All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.
Reclassifications
Certain prior period amounts have been reclassified in order to conform to the current period presentation.
New Accounting Pronouncements Adopted During 2023
ASU 2023-03 , Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)
In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03, Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718) (“ASU 2023-03”). This ASU amends or supersedes various SEC paragraphs within the FASB Accounting Standards Codification to conform to past SEC announcements and guidance issued by the SEC. ASU 2023-03 does not provide any new guidance, so there is no transition or effective date. We adopted ASU 2023-03 in July 2023. There was no material impact on our condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Accounting Pronouncements Not Yet Adopted
ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative
In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership is currently evaluating the provisions of the amendments and the impact on its future consolidated statements, but does not currently expect adopting this new guidance will have a material impact on its consolidated financial statements and related disclosures.

2. Acquisitions
Delaware Gathering (formerly 3 Bear)
We completed the Delaware Gathering Acquisition on June 1, 2022, in which we acquired crude oil and natural gas gathering, processing, and transportation and storage operations, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico. The purchase price for the Delaware Gathering Acquisition was $628.3 million. The Delaware Gathering Acquisition was financed through a combination of cash on hand and borrowings under the DKL Credit Facility.
For the three and nine months ended September 30, 2023, we incurred no incremental direct acquisition and integration costs. For the three and nine months ended September 30, 2022, we incurred $4.2 million and $10.6 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income for these periods.
The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values. The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.
Determination of Purchase Price
The table below presents the purchase price (in thousands):
Base purchase price:$624,700 
Add: closing net working capital (as defined in the 3 Bear Purchase Agreement)
3,600 
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement)
(80,618)
Cash paid for the adjusted purchase price547,682 
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement)80,618 
Purchase price$628,300 
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Purchase Price Allocation
The following table summarizes the final fair values of assets acquired and liabilities assumed in the Delaware Gathering Acquisition as of June 1, 2022 (in thousands):
Assets acquired:
Cash and cash equivalents$2,678 
Accounts receivables, net28,859 
Inventories1,836 
Other current assets986 
Property, plant and equipment382,799 
Operating lease right-of-use assets7,427 
Goodwill14,848 
Customer relationship intangible, net210,000 
Rights-of-way13,490 
Other non-current assets500
Total assets acquired663,423 
Liabilities assumed:
Accounts payable8,020 
Accrued expenses and other current liabilities22,382 
Current portion of operating lease liabilities1,029 
Asset retirement obligations2,261 
Operating lease liabilities, net of current portion1,431 
Total liabilities assumed35,123 
Fair value of net assets acquired$628,300 
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.
The fair value of customer relationships was based on the income approach. Key assumptions in the income approach include projected revenue attributable to customer relationships, attrition rate, operating margins and discount rates.
The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.
The fair values of all other current assets and payables were equivalent to their carrying values due to their short-term nature.
The goodwill recognized in the Delaware Gathering Acquisition is primarily attributable to enhancing our third party revenues, further diversification of our customer and product mix, expanding our footprint into the Delaware basin and bolstering our Environmental, Social and Governance ("ESG") optionality through furthering carbon capture opportunities and greenhouse gas reduction projects currently underway. This goodwill is deductible for income tax purposes. Goodwill related to the Delaware Gathering Acquisition is included in the Gathering and Processing segment.
Unaudited Pro Forma Financial Information
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the Delaware Gathering Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the Delaware Gathering Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the Delaware Gathering Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangibles, (iv) accounting policy alignment and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the Delaware Gathering Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Delaware Gathering Acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands, except per unit data)Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Net sales$294,025 $865,874 
Net income attributable to partners$48,708 $114,100 
Net income per limited partner unit:
Basic income per unit$1.12 $2.62 
Diluted income per unit$1.12 $2.62 

3. Related Party Transactions
Commercial Agreements
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.
See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
Omnibus Agreement
The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended and restated, the "Omnibus Agreement"). The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $4.3 million to Delek Holdings for its provision of centralized corporate services to the Partnership.
Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. There was no reimbursement by Delek Holdings during the three and nine months ended September 30, 2023. We were reimbursed a nominal amount by Delek Holdings during the nine months ended September 30, 2022, with no such reimbursements during the three months ended September 30, 2022. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of September 30, 2023 and December 31, 2022, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expenses. There were no reimbursements for these matters in each of the three and nine month periods ended September 30, 2023 and 2022.
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2023. Total fees paid to the Partnership were $0.4 million for both the three months ended September 30, 2023 and 2022, respectively, and $1.2 million for both the nine months ended September 30, 2023 and 2022, respectively, which are recorded in affiliate revenue in our condensed consolidated statements of income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Related Party Revolving Credit Facility
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into the Related Party Revolving Credit Facility (as defined below) with Delek Holdings. See Note 6 - Long-Term Obligations for further information.
Summary of Transactions
Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other-affiliate.
A summary of revenue, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$156,411 $127,150 $414,403 $375,270 
Purchases$115,149 $124,714 $298,262 $374,329 
Operating and maintenance expenses
$15,944 $16,478 $47,742 $39,741 
General and administrative expenses
$3,233 $4,556 $11,112 $10,708 
Quarterly Cash Distributions
Date of DistributionDistributions paid to Delek Holdings (in thousands)
February 9, 2023$34,998 
May 15, 2023$35,169 
August 14, 2023
$35,512 
November 13, 2023 (1)
$35,855 
Total$141,534 
February 8, 2022$33,829 
May 12, 2022$33,625 
August 11, 2022$33,797 
November 10, 2022$33,968 
Total$135,219 
(1) On October 25, 2023, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.

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Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Revenues
The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):
Three Months Ended September 30, 2023
Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationConsolidated
Service Revenue - Third Party$14,929 $— $3,507 $18,436 
Service Revenue - Affiliate (1)
1,743 13,975 9,723 25,441 
Product Revenue - Third Party24,477 76,500 — 100,977 
Product Revenue - Affiliate3,776 43,475 — 47,251 
Lease Revenue - Affiliate
49,900 13,160 20,659 83,719 
Total Revenue$94,825 $147,110 $33,889 $275,824 
Three Months Ended September 30, 2022
Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationConsolidated
Service Revenue - Third Party$17,401 $— $3,939 $21,340 
Service Revenue - Affiliate (1)
4,050 9,076 — 13,126 
Product Revenue - Third Party42,832 102,703 — 145,535 
Product Revenue - Affiliate2,592 24,185 — 26,777 
Lease Revenue - Affiliate
41,735 11,901 33,611 87,247 
Total Revenue$108,610 $147,865 $37,550 $294,025 
Nine Months Ended September 30, 2023
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$45,378 $— $6,916 $52,294 
Service Revenue - Affiliate (1)
8,165 34,132 44,667 86,964 
Product Revenue - Third Party77,754 221,809 — 299,563 
Product Revenue - Affiliate12,119 86,625 — 98,744 
Lease Revenue - Affiliate137,078 35,680 55,937 228,695 
Total Revenue$280,494 $378,246 $107,520 $766,260 
Nine Months Ended September 30, 2022
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$20,691 $— $10,744 $31,435 
Service Revenue - Affiliate (1)
12,065 25,863 — 37,928 
Product Revenue - Third Party60,474 300,177 — 360,651 
Product Revenue - Affiliate5,555 82,774 — 88,329 
Lease Revenue - Affiliate116,695 35,367 96,951 249,013 
Total Revenue$215,480 $444,181 $107,695 $767,356 
(1) Net of $1.8 million of amortization expense for both the three months ended September 30, 2023 and 2022 and $5.4 million for the nine months ended September 30, 2023 and 2022, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.
As of September 30, 2023, we expect to recognize approximately $1.2 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Our unfulfilled performance obligations as of September 30, 2023 were as follows (in thousands):
Remainder of 2023$81,164 
2024234,385 
2025205,116 
2026196,025 
2027 and thereafter464,925 
Total expected revenue on remaining performance obligations$1,181,615 

5. Net Income per Unit
Basic net income per unit applicable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units. Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of September 30, 2023, the only potentially dilutive units outstanding consist of unvested phantom units.
The table below represents total cash distributions applicable to the period in which the distributions are earned. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit. The calculation of net income per unit is as follows (dollars in thousands, except units and per unit amounts):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income attributable to partners$34,825 $44,674 $104,088 $116,352 
Less: Limited partners' distribution45,558 43,057 135,334 128,493 
Earnings in (deficit) excess of distributions$(10,733)$1,617 $(31,246)$(12,141)
Limited partners' earnings on common units:
Distributions$45,558 $43,057 $135,334 $128,493 
Allocation of earnings in (deficit) excess of distributions(10,733)1,617 (31,246)(12,141)
Total limited partners' earnings on common units$34,825 $44,674 $104,088 $116,352 
Weighted average limited partner units outstanding:
Basic43,588,316 43,485,779 43,578,636 43,477,801 
Diluted 43,604,791 43,515,960 43,598,547 43,499,837 
Net income per limited partner unit:
Basic$0.80 $1.03 $2.39 $2.68 
Diluted (1)
$0.80 $1.03 $2.39 $2.67 
(1) Outstanding common units totaling 48,597 and 35,519 were excluded from the diluted earnings per unit calculation for the three and nine months ended September 30, 2023, respectively. There were no outstanding common units excluded from the diluted earnings per unit calculation for the three months ended September 30, 2022. Outstanding common units totaling 3,862 were excluded from the diluted earnings per unit calculation for the nine months ended September 30, 2022.

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Notes to Condensed Consolidated Financial Statements (Unaudited)
6. Long-Term Obligations
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
September 30, 2023December 31, 2022
DKL Revolving Facility$811,200 $720,500 
DKL Term Facility288,750 300,000 
2028 Notes400,000 400,000 
2025 Notes250,000 250,000 
Principal amount of long-term debt1,749,950 1,670,500 
Less: Unamortized discount and deferred financing costs 8,521 8,933 
Total debt, net of unamortized discount and deferred financing costs1,741,429 1,661,567 
Less: Current portion of long-term debt and notes payable15,000 15,000 
Long-term debt, net of current portion$1,726,429 $1,646,567 
DKL Credit Facility
The DKL Term Facility principal of $300.0 million was drawn on October 13, 2022. On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (together, the “Amendments”) to the DKL Credit Facility to extend the maturity of the Term Loan Facility to April 15, 2025. In addition, the Amendments added a maturity acceleration clause which will accelerate the maturity of the DKL Term Loan Facility to 180 days prior to the stated maturity date of the 2025 Notes if any of the 2025 Notes remain outstanding on that date. This senior secured facility requires four quarterly amortization payments of $3.8 million in 2023, four quarterly amortization payments of $7.5 million in 2024 and one quarterly amortization payment of $7.5 million in 2025 with final maturity and principal due on April 15, 2025. At the Partnership's option, borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S. dollar prime rate, plus an applicable margin. The applicable margin is 2.50% for the first year of the DKL Term Facility and 3.00% for the second year for U.S. dollar prime rate borrowings. SOFR rate borrowings include a credit spread adjustment of 0.10% to 0.25% plus an applicable margin of 3.50% for the first year and 4.00% for the second year. At September 30, 2023 and December 31, 2022, the weighted average borrowing rate was approximately 8.92% and 7.92%, respectively. The effective interest rate was 9.48% as of September 30, 2023.
The DKL Revolving Facility has a total capacity of $900.0 million, including up to $115.0 million for letters of credit and $25.0 million in swing line loans. This facility has a maturity date of October 13, 2027 which will accelerate to 180 days prior to the stated maturity date of the Delek Logistics 2025 Notes if any of the Delek Logistics 2025 Notes remain outstanding on that date. On November 6, 2023, the Partnership entered into the Amendments which among other things: (i) increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $150.0 million, resulting in aggregate lender commitments under the DKL Revolving Credit Facility in an amount of $1.050 billion and (ii) increased the limit allowed for general unsecured debt (as defined in the DKL Credit Facility) by an amount equal to $95.0 million, resulting in an unsecured general debt limit of $150.0 million.
The DKL Revolving Facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.50% per annum. Interest is measured at either the U.S. dollar prime rate plus an applicable margin of 1.00% to 2.00% depending on the Partnership’s Total Leverage Ratio (as defined in the DKL Credit Agreement), or a SOFR rate plus a credit spread adjustment of 0.10% or 0.25% and an applicable margin ranging from 2.00% to 3.00% depending on the Partnership’s Total Leverage Ratio. As of September 30, 2023 and December 31, 2022, the weighted average interest rate was 8.45% and 7.55%, respectively. There were no letters of credit outstanding as of September 30, 2023 or December 31, 2022.
The obligations under the 2022 DKL Credit Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying values of outstanding borrowings under the 2022 DKL Credit Facility as of September 30, 2023 and December 31, 2022 approximate their fair values.
Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of September 30, 2023, we were in compliance with covenants on all of our debt instruments.
Related Party Revolving Credit Facility
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings. The Related Party Revolving Credit Facility provides for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Related Party Revolving Credit Facility will bear interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%. The Related Party Revolving Credit Facility proceeds will be used for the Partnership’s working capital purposes and other general corporate purposes. The Related Party Revolving Credit Facility will mature on June 30, 2028. The Related Party Revolving Credit Facility contains certain affirmative covenants, mandatory prepayments and events of
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Notes to Condensed Consolidated Financial Statements (Unaudited)
default that the Partnership considers to be customary for an arrangement of this sort. The obligations under the Related Party Revolving Credit Facility are unsecured.
2028 Notes
Our 2028 Notes are general unsecured senior obligations comprised of $400.0 million in aggregate principal of 7.125% senior notes maturing June 1, 2028. The 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of September 30, 2023, the effective interest rate was 7.39%. The estimated fair value of the 2028 Notes was $365.5 million and $359.7 million as of September 30, 2023 and December 31, 2022, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
2025 Notes
Our 2025 Notes are general unsecured senior obligations comprised of $250.0 million in aggregate principal of 6.75% senior notes maturing on May 15, 2025. The 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of September 30, 2023, the effective interest rate was 7.18%. The estimated fair value of the 2025 Notes was $245.6 million and $243.4 million as of September 30, 2023 and December 31, 2022, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

7. Equity
Equity Activity
The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2022 through September 30, 2023.
Common - Public
Common - Delek Holdings (1)
Total
Balance at December 31, 20229,257,305 34,311,278 43,568,583 
Unit-based compensation awards (2)
27,436 — 27,436 
Balance at September 30, 20239,284,741 34,311,278 43,596,019 
(1) As of September 30, 2023, Delek Holdings owned a 78.7% limited partner interest in us.
(2) Unit-based compensation awards are presented net of 10,714 units withheld for taxes as of September 30, 2023.
Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.
The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
March 31, 2022$0.980$42,604
June 30, 2022$0.985$42,832
September 30, 2022$0.990$43,057
March 31, 2023$1.025$44,664
June 30, 2023$1.035$45,112
September 30, 2023$1.045$45,558

8. Equity Method Investments
The Partnership owns a 33% membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P. Red River owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas with capacity of 235,000 bpd.
Summarized financial information for Red River on a 100% basis is shown below (in thousands):
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Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 30, 2023As of December 31, 2022
Current Assets$35,187 $33,365 
Non-current Assets$388,231 $394,267 
Current liabilities$8,544 $5,144 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$26,892 $25,340 $65,299 $69,475 
Gross profit$17,745 $17,210 $41,468 $46,476 
Operating income$17,564 $15,469 $40,912 $44,381 
Net income$17,748 $15,509 $41,441 $44,386 
We have two additional joint ventures that have constructed separate crude oil pipeline systems and related ancillary assets, which are serving third parties and subsidiaries of Delek Holdings. We own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33% membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics"), formerly known as Rangeland Energy II, LLC ("Rangeland Energy") to operate the other pipeline system.
Combined summarized financial information for these two equity method investees on a 100% basis is shown below (in thousands):
As of September 30, 2023As of December 31, 2022
Current assets$22,421 $18,888 
Non-current assets$223,532 $231,898 
Current liabilities$2,855 $1,973 

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$14,330 $11,949 $39,501 $32,402 
Gross profit$9,275 $7,014 $25,219 $18,472 
Operating income$8,331 $6,284 $22,255 $16,474 
Net Income$8,486 $6,306 $22,637 $16,501 
The Partnership's investments in these three entities were financed through a combination of cash from operations and borrowings under the DKL Credit Facility. The Partnership's investment balances in these joint ventures were as follows (in thousands):
As of September 30, 2023As of December 31, 2022
Red River$140,939 $149,635 
CP LLC60,112 64,056 
Andeavor Logistics40,886 43,331 
Total Equity Method Investments$241,937 $257,022 
We do not consolidate any part of the assets or liabilities or operating results of our equity method investees. Our share of net income or loss of the investees will increase or decrease, as applicable, the carrying value of our investments in unconsolidated affiliates. With respect to our equity method investments, we determined that these entities do not represent variable interest entities and consolidation is not required. We have the ability to exercise significant influence over each of these joint ventures through our participation in the management committees, which make all significant decisions. However, since all significant decisions require the consent of the other investor(s) without regard to economic interest, we have determined that we have joint control and have applied the equity method of accounting. Our investment in these joint ventures is reflected in our investments in pipeline joint ventures segment.


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Notes to Condensed Consolidated Financial Statements (Unaudited)
9. Segment Data
We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.
During the fourth quarter 2022, we realigned our reportable segments for financial reporting purposes to reflect changes in the manner in which our Chief Operating Decision Maker ("CODM") uses financial information to make key operating decisions and assess performance. The changes primarily represent reporting the operating results of our pipeline operations and legacy gathering assets and the operating results of the Delaware Gathering operations within a new reportable segment called gathering and processing. Prior to this change, the pipeline operations and legacy gathering assets were reported as part of the pipelines and transportation segment. The remaining operations of the former pipelines and transportation reportable segment was renamed to storage and transportation. Unallocated corporate costs, including general and administrative expenses, interest expense and depreciation and amortization, are now presented in corporate and other. Additionally, the CODM determined that Segment EBITDA is the key performance measure for planning and forecasting purposes and discontinued the use of Contribution Margin as a measure of performance. While this reporting change did not change our consolidated results, segment data for previous years has been restated and is consistent with the current year presentation throughout the financial statements and the accompanying notes.
EBITDA is an important measure used by management to evaluate the financial performance of our core operations. EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP. A reconciliation of EBITDA to Net Income is included in the tables below. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of customer contract intangible assets, which is included as a component of net revenues in our accompanying condensed consolidated statements of income.
Assets by segment is not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):
Three Months Ended September 30, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$55,419 $70,610 $30,382 $— $— $156,411 
Third party39,406 76,500 3,507 — — 119,413 
Total revenue$94,825 $147,110 $33,889 $— $— $275,824 
Segment EBITDA$52,906 $28,135 $17,914 $9,288 $(10,002)$98,241 
Depreciation and amortization19,263 1,769 2,704 — 849 24,585 
Amortization of customer contract intangible— 1,803 — — — 1,803 
Interest expense, net— — — — 36,901 36,901 
Income tax expense127 
Net income$34,825 
Capital spending$12,002 $2,123 $522 $— $— $14,647 
Three Months Ended September 30, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$48,377 $45,162 $33,611 $127,150 
Third party60,233 102,703 3,939 — — 166,875 
Total revenue$108,610 $147,865 $37,550 $— $— $294,025 
Segment EBITDA$56,551 $20,272 $14,575 $8,567 $(11,003)$88,962 
Depreciation and amortization17,779 1,628 2,087 — (1,954)19,540 
Amortization of customer contract intangible— 1,802 — — — 1,802 
Interest expense, net— — — — 22,559 22,559 
Income tax expense387 
Net income$44,674 
Capital spending$30,895 $1,065 $— $— $— $31,960 
Nine Months Ended September 30, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$157,362 $156,437 $100,604 $— $— $414,403 
Third party123,132 221,809 6,916 — — 351,857 
Total revenue$280,494 $378,246 $107,520 $— $— $766,260 
Segment EBITDA$161,014 $78,071 $46,316 $22,889 $(24,111)$284,179 
Depreciation and amortization54,511 5,338 7,109 — 2,459 69,417 
Amortization of customer contract intangible— 5,408 — — — 5,408 
Interest expense, net— — — — 104,581 104,581 
Income tax expense685 
Net income$104,088 
Capital spending$62,168 $2,527 $3,933 $— $— $68,628 
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Notes to Condensed Consolidated Financial Statements (Unaudited)
Nine Months Ended September 30, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$134,315 $144,004 $96,951 $— $— $375,270 
Third party81,165 300,177 10,744 — — 392,086 
Total revenue$215,480 $444,181 $107,695 $— $— $767,356 
Segment EBITDA$127,129 $59,813 $40,212 $22,666 $(30,349)$219,471 
Depreciation and amortization32,260 4,674 6,363 — — 43,297 
Amortization of customer contract intangible— 5,408 — — — 5,408 
Interest expense, net— — — — 53,621 53,621 
Income tax expense793 
Net income$116,352 
Capital spending$66,388 $1,384 $— $— $— $67,772 

10. Commitments and Contingencies
Litigation
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.
Environmental, Health and Safety
We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.
Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.

11. Subsequent Events
Distribution Declaration
On October 25, 2023, our general partner's board of directors declared a quarterly cash distribution of $1.045 per unit, payable on November 13, 2023, to unitholders of record on November 6, 2023.    

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Management's Discussion and Analysis
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is management’s analysis of our financial performance and of significant trends that may affect our future performance. The MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (''SEC'') on March 1, 2023 (the ''Annual Report on Form 10-K''). Those statements in the MD&A that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See "Forward-Looking Statements" below for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.     
Unless otherwise noted or the context requires otherwise, references in this report to "Delek Logistics Partners, LP," the "Partnership," “we,” “us,” or “our” or like terms, may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. Unless otherwise noted or the context requires otherwise, references in this report to "Delek Holdings" refer collectively to Delek US Holdings, Inc. and any of its subsidiaries, other than the Partnership and its subsidiaries and its general partner.
The Partnership announces material information to the public about the Partnership, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Partnership's website (www.deleklogistics.com), the investor relations section of the website (ir.deleklogistics.com), the news section of its website (www.deleklogistics.com/news), and/or social media, including its X (formerly known as Twitter) account (@DelekLogistics). The Partnership encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the actions of members of the Organization of Petroleum Exporting Countries ("OPEC") and other leading oil producing countries (together with OPEC, "OPEC+") with respect to oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning our possible future results of operations, business and growth strategies, financing plans, expectations that regulatory developments or other matters will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, the benefits and synergies to be obtained from our completed and any future acquisitions, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:
•our substantial dependence on Delek Holdings or its assignees and their support of and respective ability to pay us under our commercial agreements;
•our future coverage, leverage, financial flexibility and growth, and our ability to improve performance and achieve distribution growth at any level or at all;
•Delek Holdings' future growth, strategic priorities, financial performance, share repurchases, crude oil supply pricing and flexibility and product distribution;
•industry dynamics, including Permian Basin growth, ownership concentration, efficiencies and takeaway capacity;
•the age and condition of our assets and operating hazards and other risks incidental to transporting, storing and gathering crude oil, intermediate and refined products, including, but not limited to, costs, penalties, regulatory or legal actions and other effects related to spills, releases and tank failures;
•changes in insurance markets impacting costs and the level and types of coverage available;
•the timing and extent of changes in commodity prices and demand for refined products and the impact of the COVID-19 Pandemic on such demand;
•the wholesale marketing margins we are able to obtain and the number of barrels of product we are able to purchase and sell in our West Texas wholesale business;
•the suspension, reduction or termination of Delek Holdings' or its assignees' or third-party's obligations under our commercial agreements including the duration, fees or terms thereof;
•the results of our investments in joint ventures;
•the ability to secure commercial agreements with Delek Holdings or third parties upon expiration of existing agreements;
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Management's Discussion and Analysis
•the possibility of inefficiencies, curtailments, or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand as a result of a public health crisis;
•disruptions due to equipment interruption or failure, or other events, including terrorism, sabotage or cyber-attacks, at our facilities, Delek Holdings’ facilities or third-party facilities on which our business is dependent;
•changes in the availability and cost of capital of debt and equity financing;
•our reliance on information technology systems in our day-to-day operations;
•changes in general economic conditions, including uncertainty regarding the timing, pace and extent of economic recovery in the United States due to governmental fiscal policy or a public health crisis;
•the effects of existing and future laws and governmental regulations, including, but not limited to, the rules and regulations promulgated by the Federal Energy Regulatory Commission ("FERC") and state commissions and those relating to environmental protection, pipeline integrity and safety as well as current and future restrictions on commercial and economic activities in response to a public heal;
•significant operational, investment or other changes required by existing or future environmental statutes and regulations, including international agreements and national or regional societal, legislation; and regulatory measures to limit or reduce greenhouse gas emissions;
•competitive conditions in our industry including capacity overbuild in areas where we operate;
•actions taken by our customers and competitors;
•the demand for crude oil, refined products and transportation and storage services;
•our ability to successfully implement our business plan;
•inability to complete growth projects on time and on budget;
•our ability to successfully complete acquisitions and integrate acquired businesses, and to achieve the anticipated benefits therefrom;
•disruptions due to acts of God, natural disasters, casualty losses, severe weather patterns, such as freezing conditions, cyber or other attacks on our electronic systems, and other matters beyond our control which might cause damage to our pipelines, terminal facilities and other assets and could impact our operating results through increased costs and/or loss of revenue;
•changes in the price of RINs could affect our results of operations;
•future decisions by OPEC+ regarding production and pricing and disputes between OPEC+ regarding such;
•changes or volatility in interest and inflation rates;
•labor relations;
•large customer defaults;
•changes in tax status and regulations;
•the effects of future litigation or environmental liabilities that are not covered by insurance; and
•other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.
Many of the foregoing risks and uncertainties are, and will be, exacerbated by any worsening of the global business and economic environment. In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.
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Management's Discussion and Analysis
Executive Summary: Management's View of Our Business and Strategic Overview
Management's View of Our Business
The Partnership primarily owns and operates crude oil, intermediate and refined products logistics and marketing assets as well as crude oil and natural gas gathering and water processing assets. We gather, transport, offload and store crude oil and intermediate products and market, distribute, transport and store refined products primarily in select regions of the southeastern United States and Texas for Delek Holdings and third parties. In June 2022, our DKL Delaware Gathering, LLC subsidiary ("Delaware Gathering") acquired 100% of the interest in 3 Bear Delaware Holding – NM, LLC ("3 Bear") (subsequently renamed to DKL Delaware Holding - NM, LLC), which expands our third-party revenue and includes crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Business"). As we continue the process of integrating these operations into our existing businesses and assessing the long-term impact to our business, management (including the designated Chief Operating Decision Maker or “CODM”) has changed the way that the business is managed and reviewed, including from a financial reporting perspective. As a result, effective in the fourth quarter 2022, we have revised our reportable segments accordingly. The new reportable segments consist of Gathering and Processing, Wholesale Marketing and Terminalling, Storage and Transportation, and Investments in Pipeline Joint Ventures. The primary change in our segmentation as compared to prior presentations is that, now that we have substantially expanded our gathering activities, certain legacy gathering activities and operations are now managed as part of the Gathering and Processing segment. Additionally, we are also now segregating out certain non-segment specific costs and expenses and, when applicable, immaterial operating segments that may not fit into our existing reportable segments as Corporate and Other activities. A substantial portion of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our pipeline usage and gathered crude oil barrels are contracted either primarily or exclusively to Delek Holdings in support of its Tyler, El Dorado and Big Spring refineries.
The Partnership is not a taxable entity for federal income tax purposes or the income taxes of those states that follow the federal income tax treatment of partnerships. Instead, for purposes of such income taxes, each partner of the Partnership is required to take into account its share of items of income, gain, loss and deduction in computing its federal and state income tax liabilities, regardless of whether cash distributions are made to such partner by the Partnership. The taxable income reportable to each partner takes into account differences between the tax basis and the fair market value of our assets and financial reporting bases of assets and liabilities, the acquisition price of the partner's units and the taxable income allocation requirements under the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement").
Business and Economic Environment Overview
During much of nine months ended September 30, 2023, domestic markets have experienced an elevated hydrocarbon pricing environment that has resulted in a strong demand for hydrocarbons and presented an opportunity for the Partnership to leverage its extensive network of logistics assets, resulting in increased throughputs and higher utilization as compared to the prior year. Additionally, the successful integration of Delaware Gathering further diversifies our logistics customer base to include significantly more third-party customers, and it allows us to provide comprehensive logistics services in the Delaware Basin, while also serving as a funnel into our existing midstream Permian activities. As producers continue to ramp up production within the Permian Basin, the Partnership is well positioned to continue to add value through our gathering and processing services as a result of integrating our Delaware Gathering operations which complement our existing Midland Gathering System assets. Our positioning allows our customers the ability to control quality and adds optionality to place barrels in a variety of markets. Through our joint venture projects, we have increased our supply network to take advantage of growth opportunities in expanding markets and added additional flexibility which has delivered realized value through the entire Delek Logistics system. While we experienced a $12.3 million decrease in net income for the nine months ended September 30, 2023, our EBITDA (as defined in "Non GAAP Measures" section below) increased $64.7 million in 2023 as compared to 2022. Our gathering and processing segment which had segment EBITDA of $161.0 million in 2023 compared to $127.1 million in 2022, benefited from additional EBITDA associated with the Delaware Gathering Acquisition as well as rate increases and new connections in our Midland Gathering operations. Our wholesale marketing and terminalling segment saw a $18.3 million increase in segment EBITDA. Segment EBITDA for our investments in pipeline joint ventures increased by $0.2 million. See the “Results of Operations” section below for further discussion.
Looking forward, concerns about inflation and a possible economic downturn as well as initiatives to reduce carbon footprints through energy transition to renewables have softened the forward demand expectations for hydrocarbons and natural gas. That said, we are well positioned to manage through an economic downturn because of built-in recessionary protections which include minimum volume commitments on throughput and dedicated acreage agreements. Furthermore, the Partnership benefited from inflationary-linked rate increases effective July 1, 2023, as discussed further below. Additionally, the Partnership has embraced opportunities to enhance our environmental stewardship. It is expected that renewables, other than hydrocarbons, will continue to grow as a percentage of total energy consumption; however, a material reduction in the reliance on oil and gas for energy consumption is unlikely in the near term. Therefore, as we look forward to the fourth quarter of 2023, we expect that liquid transportation fuels will continue to be in high demand, and we expect to continue to leverage the strength of our cash flows and balance sheet in order to continue maximizing unitholder returns and the long-term prospects for return on investment.


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Management's Discussion and Analysis
Contractual Rate Adjustments to Keep Pace with Inflation
On July 1, 2023, the tariffs on certain of our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using FERC indexing increased by approximately 13.3%, which was the amount of the change in the FERC oil pipeline index. The tariff on FERC regulated system acquired from Delaware Gathering (formerly 3 Bear) was adjusted as of January 1, 2023, but adjustments under agreements already in place will be capped at 3.0%. Under certain of our agreements with Delek Holdings and third parties, the fees that are subject to adjustments using the consumer price index increased 17.6% and the fees that are subject to adjustments using the producer price index increased approximately 18.9%. These adjustments allow us to maintain compliance with FERC regulations as well as to ensure that our results are reflective of current market conditions.
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Management's Discussion and Analysis
Segment Overview
We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other, consisting primarily of general and administrative expenses, interest expense and depreciation and amortization.
Gathering and Processing
The operational assets in our gathering and processing segment, consist of assets acquired in connection with the Midland Gathering Assets Acquisition, including approximately 200 miles of gathering assets, approximately 65 tank battery connections, terminals with total storage capacity of approximately 650,000 barrels and applicable rights-of-way assets, as well as operational assets we acquired in connection with the Delaware Gathering Acquisition, consist of approximately 485 miles of pipelines, 88 million cubic feet ("MMCf") per day ("MMCf/d") of cryogenic natural gas processing capacity, 140 thousand barrels ("MBbl") per day ("MBbl/d") of crude gathering capacity, 120 MBbl of crude storage capacity and 200 MBbl/d of water disposal capacity located primarily in the Delaware Basin (“Delaware Gathering Assets”). The Midland Gathering Assets support our crude oil gathering activities which primarily serves Delek Holdings refining needs throughout the Permian Basin. The Delaware Gathering Assets support our crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico, and serving primarily third-party producers and customers. Finally, our gathering and processing assets are integrated with our pipeline assets, which we use to transport gathered crude oil as well as provide other crude oil, intermediate and refined products transportation in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas, as well as to certain third parties. In providing these services, we do not take ownership of the refined products or crude oil that we transport. While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees. Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment. The combination of these operational assets provides a comprehensive, integrated midstream service offering to producers and customers.
Wholesale Marketing and Terminalling
Our wholesale marketing and terminalling segment provides wholesale marketing and terminalling services to Delek Holdings’ refining operations and to independent third parties from whom we receive fees for marketing, transporting, storing and terminalling refined products and to whom we wholesale market refined products. In providing certain of these services, we take ownership of the products and are therefore exposed to market risks related to the volatility of commodity and refined product prices in our West Texas operations, which depend on many factors, including demand and supply of refined products in the West Texas market, the timing of refined product deliveries and downtime at refineries in the surrounding area.
Storage and Transportation
The operational assets in our storage and transportation segment consist of tanks, offloading facilities, trucks and ancillary assets, which provide crude oil, intermediate and refined products transportation and storage services primarily in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas. Additionally, the assets in this segment provide crude oil transportation services to certain third parties. In providing these services, we do not take ownership of the products or crude oil that we transport or store. Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment.
Investments in Pipeline Joint Ventures
The Partnership owns a portion of three joint ventures (accounted for as equity method investments) that have constructed separate crude oil pipeline systems and related ancillary assets primarily in the Permian Basin and Gulf Coast regions and with strategic connections to Cushing, Midland and other key exchange points, which provide crude oil and refined product pipeline transportation to third parties and subsidiaries of Delek Holdings.
Corporate and Other
The corporate and other segment primarily consists of general and administrative expenses not allocated to a reportable segment, interest expense and depreciation and amortization. When applicable, it may also contain operating segments that are not reportable and do not meet the criteria for aggregation with any of our existing reportable segments.
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Management's Discussion and Analysis
Strategic Overview
Long-Term Strategic Objectives
The Partnership’s Long-Term Strategic Objectives have been focused on maintaining stable cash flows and to grow the quarterly distributions paid to our unitholders over time. To that end, we have been focused on growing our asset base within our geographic area through acquisitions, project development, joint ventures, enhancing our existing systems and lowering our carbon footprint, as we continue to evaluate ways to provide Delek Holdings with logistics services and look for ways to reduce our reliance on Delek Holdings as our primary customer.
2023 Strategic Focus Areas
In service to these overarching Long-Term Strategic Objectives, as we began 2023, we focused on the following Strategic Focus Areas:
•Generate Stable Cash Flow. Continue to pursue opportunities to provide logistics, marketing and other services to Delek Holdings and third parties pursuant to long-term, fee-based contracts. In new service contracts, endeavor to include minimum volume throughput or other commitments, similar to those included in our current commercial agreements with Delek Holdings.
•Focus on Growing Our Business. Continue to evaluate and pursue opportunities to grow our business through both strategic acquisitions and expansion and construction projects, both internally funded or in combination with potential external partners and through investments in joint ventures. Additionally, where possible, leverage our strong relationship with Delek Holdings to enhance our opportunities to grow our business.
◦Pursue Acquisitions. Pursue strategic acquisitions that both complement our existing assets and provide attractive returns for our unitholders, with a focus on expanding our third-party business. Leverage our current asset base, and our knowledge of the regional markets in which we operate, to target and complete attractive third-party acquisitions, which will enhance our third-party revenues and margin, further diversifying our customer and product mix.
◦Investments in Joint Ventures. Continue to focus on leveraging and, when appropriate, expanding our investments in joint ventures, which have contributed to our initiative to grow our midstream business while increasing our crude oil sourcing flexibility.
•Engage in Mutually Beneficial Transactions with Delek Holdings. Delek Holdings has granted us a right of first offer on certain logistics assets. We intend to review our right to purchase any such assets as they are offered to us under the terms of the right of first offer, from time to time. Delek Holdings is also required, under certain circumstances, to offer us the opportunity to purchase additional logistics assets that Delek Holdings may acquire or construct in the future. Further, continue to evaluate additional growth opportunities through subsequent dropdowns of logistics assets acquired or developed by Delek Holdings, while factoring in associated impact on our capital structure and critically evaluating anticipated return on investment.
•Pursue Attractive Expansion and Construction Opportunities. Continue to evaluate, and when appropriate in the context of our return on investment and risk assessment criteria, pursue organic growth opportunities that complement our existing businesses or that provide attractive returns within or outside our current geographic footprint. Continue to evaluate potential opportunities to make capital investments that will be used to expand our existing asset base through the expansion and construction of new logistics assets to support growth of any of our customers', including Delek Holdings', businesses and from increased third-party activity. These construction projects may be developed either through joint venture relationships or by us acting independently, depending on size and scale.
•Optimize Our Existing Assets and Expand Our Customer Base. Continue seeking to enhance the profitability of our existing assets by adding incremental throughput volumes, improving operating efficiencies and increasing system-wide utilization. Additionally, continue to seek opportunities to further diversify our customer base by increasing third-party throughput volumes running through certain of our existing systems and expanding our existing asset portfolio to service more third-party customers.
•Expand our ESG Consciousness and Lower Our Carbon Footprint. Continue to look for ways to grow our business whilst staying conscious of and minimizing the negative environmental impact, while also seeking opportunities to invest in innovative technologies that will reduce our carbon emissions as we achieve our growth objectives and sustainably improve unitholder returns. We expect to achieve this objective through ESG-Conscious Investments with Clear Value Propositions and Sustainable Returns.
Commercial Agreements with Delek Holdings
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering, crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings, and Delek Holdings commits to provide us with minimum monthly throughput volumes of crude oil, intermediate and refined products. Generally, these agreements include minimum quarterly volume, revenue or throughput commitments and have tariffs or fees indexed to inflation-based indices, provided that the tariffs or fees will not be decreased below the initial amount. See our Annual Report on Form 10-K filed with the SEC on March 1, 2023 for a discussion of our material commercial agreements with Delek Holdings.
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Management's Discussion and Analysis
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin (the "Delek Permian Gathering Project"). The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for the oversight of the project design, procurement and construction of project segments and for providing other related services. See Note 3 to our accompanying condensed consolidated financial statements for additional information on the DPG Management Agreement.
How We Evaluate Our Operations
We use a variety of financial and operating metrics to analyze our segment performance. These metrics are significant factors in assessing our operating results and profitability and include:
■volumes (including pipeline throughput and terminal volumes)
■operating and maintenance expenses
■cost of materials and other
■EBITDA and distributable cash flow (as such terms are defined below)
■net income of joint ventures
Volumes
The amount of revenue we generate primarily depends on the volumes of crude oil and refined products that we handle in our pipeline, transportation, terminalling, storage and marketing operations. These volumes are primarily affected by the supply of and demand for crude oil, intermediate and refined products in the markets served directly or indirectly by our assets. Although Delek Holdings has committed to minimum volumes under certain of the commercial agreements, as described above, our results of operations will be impacted by:
•Delek Holdings’ utilization of our assets in excess of its minimum volume commitments;
•our ability to identify and execute acquisitions and organic expansion projects and capture incremental volume increases from Delek Holdings or third parties;
•our ability to increase throughput volumes at our refined products terminals and provide additional ancillary services at those terminals;
•our ability to identify and serve new customers in our marketing and trucking operations; and
•our ability to make connections to third-party facilities and pipelines.
Operating and Maintenance Expenses
We seek to maximize the profitability of our operations by effectively managing operating and maintenance expenses. These expenses include the costs associated with the operation of owned terminals and pipelines and terminalling expenses at third-party locations, excluding depreciation and amortization. These costs primarily include outside services, allocated employee costs, repairs and maintenance costs and energy and utility costs. Operating expenses related to the wholesale business are excluded from cost of sales because they primarily relate to costs associated with selling the products through our wholesale business. These expenses generally remain relatively stable across broad ranges of throughput volumes, but can fluctuate from period to period depending on the mix of activities performed during that period and the timing of said expenses. Additionally, compliance with federal, state and local laws and regulations relating to the protection of the environment, health and safety may require us to incur additional expenditures. We will seek to manage our maintenance expenditures on our pipelines and terminals by scheduling maintenance over time to avoid significant variability in our maintenance expenditures and minimize their impact on our cash flow.
Cost of Materials and Other
These costs include:
(i)all costs of purchased refined products in our wholesale marketing and terminalling segment, as well as additives and related transportation of such products;
(ii)costs associated with the operation of our trucking assets, which primarily include allocated employee costs and other costs related to fuel, truck leases and repairs and maintenance;
(iii)the cost of pipeline capacity leased from any third parties; and
(iv)gains and losses related to our commodity hedging activities.
Financing
The Partnership anticipates paying a cash distribution to its unitholders at a distribution rate of $1.045 per unit for the quarter ended September 30, 2023 ($4.180 per unit on an annualized basis). Our Partnership Agreement requires that the Partnership distribute all of its available cash
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Management's Discussion and Analysis
(as defined in the Partnership Agreement) to its unitholders quarterly. As a result, the Partnership expects to fund future capital expenditures primarily from operating cash flows, borrowings under our revolving credit facility and any potential future issuances of equity and debt securities. See Note 7 to the accompanying condensed consolidated financial statements for further discussion.
How We Evaluate Our Investments in Pipeline Joint Ventures
We make strategic investments in pipeline joint ventures generally when it provides an economic benefit in terms of pipeline access we can use for our existing or future customers and when we expect a rate of return that meets our internal investment criteria. Our existing investments in pipeline joint ventures all provide a combination of strategic benefit and return on investment. The strategic benefit for each is described below:
•The RIO Pipeline is positioned in the Delaware Basin and benefits from drilling activity in the area, while also offering producers and shippers connections to Midland, Texas takeaway pipelines;
•The Caddo Pipeline provides crude oil logistics connectivity for shippers from Longview, Texas area to Shreveport, Louisiana area; and
•The Red River Pipeline provides crude oil transportation and optionality from Cushing, Oklahoma to Longview, Texas area and connectivity to our Caddo JV along with the Partnership's Paline pipeline for access to Gulf Coast markets. It also has additional expansion optionality.
Market Trends
Fluctuations in crude oil, natural gas and NGL prices and the prices of related refined and other hydrocarbon products impact operations in the midstream energy sector. For example, the prices of each of these products have the ability to influence drilling activity in many basins and the amounts of capital spending that crude oil exploration and production companies incur to support future growth. Exploration and production activities have a direct impact on volumes transported through our gathering assets in the geologic basins in which we operate. Additionally, the demand for hydrocarbon-based refined products and related crack spreads significantly impact production decisions of our refining customers and likewise throughputs on our pipelines and other logistics assets. Finally, fluctuations in demand and commodity prices for refined products, as well as the value attributable to RINs, directly impacts our wholesale marketing operations, where we are subject to short-term commodity price fluctuations at the rack.
Most of the logistics services we provide (including transportation, gathering and processing services) are subject to long-term fee-based contracts with minimum volume commitments or long-term dedicated acreage agreements which mitigate most of our short-term financial risk to price and demand volatility. However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer term relationship with them. That said, our recent expansion of our gas processing capabilities have improved both our customer and geographic diversification which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio. Furthermore, our dedicated acreage agreements provide significant growth opportunities in strong economic conditions (e.g., high demand/high commodity prices) without incremental customer acquisition cost. Given all of these factors, we believe that we continue to be strategically positioned, even in tougher market conditions, to sustain positive operating results and cash flows and to continue developing profitable growth projects that are needed to support future distribution growth.
The charts on the following page provide historical commodity pricing statistics for crude oil, refined product and natural gas.
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Management's Discussion and Analysis
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Management's Discussion and Analysis
Non-GAAP Measures
Our management uses certain "non-GAAP" operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our financial information presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"). These financial and operational non-GAAP measures include:
•Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income before net interest expense, income tax expense, depreciation and amortization expense, including amortization of customer contract intangible assets, which is included as a component of net revenues in our accompanying condensed consolidated statements of income.
•Distributable cash flow - calculated as net cash flow from operating activities plus or minus changes in assets and liabilities, less maintenance capital expenditures net of reimbursements and other adjustments not expected to settle in cash. The Partnership believes this is an appropriate reflection of a liquidity measure by which users of its financial statements can assess its ability to generate cash.
EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:
•our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;
•the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
•our ability to incur and service debt and fund capital expenditures; and
•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that the presentation of EBITDA and distributable cash flow provide information useful to investors in assessing our financial condition and results of operations. EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and distributable cash flow have important limitations as analytical tools, because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and distributable cash flow may be defined differently by other partnerships in our industry, our definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. See below for a reconciliation of EBITDA and distributable cash flow to their most directly comparable GAAP financial measures.
Non-GAAP Reconciliations
The following table provides a reconciliation of EBITDA and distributable cash flow (which are defined above) to the most directly comparable GAAP measure, or net income and net cash from operating activities, respectively.
Reconciliation of net income to EBITDA (in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income$34,825 $44,674 $104,088 $116,352 
Add:
Income tax expense127 387 685 793 
Depreciation and amortization24,585 19,540 69,417 43,297 
Amortization of customer contract intangible assets1,803 1,802 5,408 5,408 
Interest expense, net36,901 22,559 104,581 53,621 
EBITDA$98,241 $88,962 $284,179 $219,471 
Reconciliation of net cash from operating activities to distributable cash flow (in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net cash provided by operating activities$46,828 $164,425 $110,630 $297,482 
Changes in assets and liabilities16,439 (94,450)81,368 (115,358)
Distributions from equity method investments in investing activities3,037 — 4,477 1,737 
Non-cash lease expense(2,960)(2,100)(7,407)(13,584)
Regulatory capital expenditures (1)
(2,069)(2,143)(5,924)(3,183)
(Refund to) reimbursement from Delek Holdings for capital expenditures (2)
(69)19 942 5 
Accretion of asset retirement obligations(177)(168)(529)(415)
Deferred income taxes(124)(76)(753)(76)
Gain on disposal of assets491 132 804 120 
Distributable cash flow$61,396 $65,639 $183,608 $166,728 
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Management's Discussion and Analysis
(1)
Regulatory capital expenditures represent cash expenditures (including for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples include expenditures for the repair, refurbishment and replacement of pipelines and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations.
(2)
For the three and nine months ended September 30, 2023 and 2022, Delek Holdings reimbursed us for certain capital expenditures pursuant to the terms of the Omnibus Agreement (as defined in Note 3 to our accompanying condensed consolidated financial statements).
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Management's Discussion and Analysis
Summary of Financial and Other Information
A discussion and analysis of the factors contributing to our results of operations is presented below. The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.
The following table provides summary financial data (in thousands, except unit and per unit amounts):
Summary Statement of Operations Data (1)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net revenues:    
Gathering and Processing$94,825 $108,610 $280,494 $215,480 
Wholesale marketing and terminalling147,110 147,865 378,246 444,181 
Storage and transportation33,889 37,550 107,520 107,695 
Total275,824 294,025 766,260 767,356 
Cost of materials and other150,628 177,740 404,849 480,295 
Operating expenses (excluding depreciation and amortization presented below)33,003 25,901 86,699 64,997 
General and administrative expenses5,545 11,959 19,666 30,826 
Depreciation and amortization24,585 19,540 69,417 43,297 
Gain on disposal of assets(491)(132)(804)(120)
Operating income$62,554 $59,017 $186,433 $148,061 
Interest expense, net36,901 22,559 104,581 53,621 
Income from equity method investments (9,296)(8,567)(22,897)(22,666)
Other income, net(3)(36)(24)(39)
Total non-operating expenses, net27,602 13,956 81,660 30,916 
Income before income tax expense34,952 45,061 104,773 117,145 
Income tax expense127 387 685 793 
Net income attributable to partners$34,825 $44,674 $104,088 $116,352 
Comprehensive income attributable to partners$34,825 $44,674 $104,088 $116,352 
EBITDA(2)
$98,241 $88,962 $284,179 $219,471 
Net income per limited partner unit:
Basic$0.80 $1.03 $2.39 $2.68 
Diluted$0.80 $1.03 $2.39 $2.67 
Weighted average limited partner units outstanding:
Basic43,588,316 43,485,779 43,578,636 43,477,801 
Diluted43,604,791 43,515,960 43,598,547 43,499,837 
(1) This information is presented at a summary level for your reference. See the Condensed Consolidated Statements of Income in Item 1. to this Quarterly Report on Form 10-Q for more detail regarding our results of operations.
(2) For a definition of EBITDA, please see "Non-GAAP Measures" above.
We report operating results in four reportable segments:
•Gathering and Processing
•Wholesale Marketing and Terminalling
•Storage and Transportation
•Investments in Pipeline Joint Ventures
Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on the segment EBITDA.    
Effective in the fourth quarter 2022, we revised our reportable segments. The new reportable segments consist of Gathering and Processing, Wholesale Marketing and Terminalling, Storage and Transportation, and Investments in Pipeline Joint Ventures. The primary change in our segmentation as compared to prior presentations is that, now that we have substantially expanded our gathering activities, certain legacy gathering activities and operations are now managed as part of the Gathering and Processing segment. Additionally, we are also now segregating out certain non-segment specific costs and expenses and, when applicable, immaterial operating segments that may not fit into our existing reportable segments as Corporate and Other activities.
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Management's Discussion and Analysis
Results of Operations
Consolidated Results of Operations — Comparison of the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022
Net Revenues
Q3 2023 vs. Q3 2022
Net revenues decreased by $18.2 million, or 6.2%, in the third quarter of 2023 compared to the third quarter of 2022, primarily driven by the following:
•decrease in revenue in our Delek Delaware Gathering operations of $17.2 million primarily due to a decrease in natural gas prices which declined from an average of $8.20 MMBtu during the third quarter of 2022 to $2.54 MMBtu in the third quarter of 2023, slightly offset by increases in water, crude oil and natural gas volumes;
•decreased revenue of $3.6 million in our West Texas marketing operations primarily driven by decreases in the average diesel sales prices per gallon, partially offset by an increase in the volumes sold:
◦the average sales prices per gallon of diesel sold decreased by $0.56 per gallon; and
◦the volumes of gasoline sold increased by 5.3 million gallons, partially offset by a 1.2 million decrease of diesel gallons sold.
Such decreases were partially offset by the following:
•increase in throughput associated with Midland Gathering operations primarily due to new connections finalized during 2022.
YTD 2023 vs. YTD 2022
Net revenues decreased by $1.1 million, or 0.1%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The decrease was primarily driven by the following:
•decreased revenue of $66.7 million in our West Texas marketing operations primarily driven by decreases in the average sales prices per gallon and the volumes of gasoline and diesel sold:
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.39 per gallon and $0.71, respectively; and
◦the volumes of diesel sold decreased by 3.6 million gallons, partially offset by a 1.9 million increase in gallons of gasoline sold.
Such decreases were partially offset by the following:
•increase in revenue as a result of our Delaware Gathering operations, which began in June 2022; and
•increase in volumes associated with Midland Gathering operations primarily due to new connections finalized during 2022.
Cost of Materials and Other
Q3 2023 vs. Q3 2022
Cost of materials and other decreased by $27.1 million, or 15.3%, in the third quarter of 2023 compared to the third quarter of 2022, primarily driven by the following:
•decrease of $16.9 million primarily as a result of a decrease in natural gas prices impacting our Delaware Gathering operations;
•decrease of $4.3 million primarily due to a decrease in trucking activity; and
•decrease in costs of materials and other of $7.3 million in our West Texas marketing operations primarily driven by decreases in the average cost per gallon, partially offset by an increase in the gasoline volumes sold:
◦the average cost per gallon of gasoline and diesel sold decreased by $0.41 per gallon and $0.52 per gallon, respectively; and
◦the volumes of gasoline sold increased by 5.3 million gallons, partially offset by a 1.2 million decrease of diesel gallons sold.
YTD 2023 vs. YTD 2022
Cost of materials and other decreased by $75.4 million, or 15.7%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•decrease in costs of materials and other of $78.4 million in our West Texas marketing operations primarily driven by decreases in the average cost per gallon and the volumes of diesel sold:
◦the average cost per gallon of gasoline and diesel sold decreased by $0.55 per gallon and $0.74 per gallon, respectively; and
◦the volumes of diesel sold decreased by 3.6 million gallons, partially offset by a 1.9 million increase in gallons of gasoline sold.
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Management's Discussion and Analysis
Such decreases were partially offset by the following:
•increase in cost of materials and other as a result of our Delaware Gathering operations, which began in June 2022.
Operating Expenses
Q3 2023 vs. Q3 2022
Operating expenses increased by $7.1 million, or 27.4%, in the third quarter of 2023 compared to the third quarter of 2022, primarily driven by the following:
•increase in variable expenses due to higher throughput; and
•increase in operating expenses due to one time credit received in the third quarter of 2022.
YTD 2023 vs. YTD 2022
Operating expenses increased by $21.7 million, or 33.4%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by incremental expenses associated with our Delaware Gathering operations which began in June 2022.
General and Administrative Expenses
Q3 2023 vs. Q3 2022
General and administrative expenses decreased by $6.4 million, or 53.6%, in the third quarter of 2023 compared to the third quarter of 2022 primarily due to higher outside services associated with the Delaware Gathering Acquisition in the prior year.
YTD 2023 vs. YTD 2022
General and administrative expenses decreased by $11.2 million, or 36.2%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•higher outside services associated with the Delaware Gathering Acquisition in the prior year; and
•partially offset by lower allocated employee related expenses.
Depreciation and Amortization
Q3 2023 vs. Q3 2022
Depreciation and amortization increased by $5.0 million, or 25.8%, in the third quarter of 2023 compared to the third quarter of 2022, primarily driven by the following:
•depreciation amortization associated with assets acquired as part of the Delaware Gathering Acquisition; and
•deprecation associated with new projects in-serviced during the period.
YTD 2023 vs. YTD 2022
Depreciation and amortization increased by $26.1 million, or 60.3%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•the acquisition of property, plant and equipment and customer relationship intangible as part of the Delaware Gathering Acquisition; and
•deprecation associated with new projects in-serviced during the period.
Interest Expense
Q3 2023 vs. Q3 2022
Interest expense increased by $14.3 million, or 63.6%, in the third quarter of 2023 compared to the third quarter of 2022, primarily driven by the following:
•increased borrowings under the DKL Credit Facility; and
•higher floating interest rates applicable to the DKL Credit Facility.
YTD 2023 vs. YTD 2022
Interest expense increased by $51.0 million, or 95.0%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
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Management's Discussion and Analysis
•increased borrowings under the DKL Credit Facility to fund the Delaware Gathering Acquisition; and
•higher floating interest rates applicable to the DKL Credit Facility.
Results from Equity Method Investments
Q3 2023 vs. Q3 2022
Income from equity method investments increased by $0.7 million, or 8.5%, in the third quarter of 2023 compared to the third quarter of 2022.
YTD 2023 vs. YTD 2022
Income from equity method investments increased by $0.2 million, or 1.0%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
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Management's Discussion and Analysis
Operating Segments
We review operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investments in pipeline joint ventures. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each reportable segment based on the segment EBITDA, except for the investments in pipeline joint ventures segment, which is measured based on net income. Segment reporting is discussed in more detail in Note 9 to our accompanying condensed consolidated financial statements.
Gathering and Processing Segment
Our gathering and processing segment assets provide crude oil gathering services to Delek Holdings and third parties. These assets include:
•the pipeline assets used to support Delek Holdings' El Dorado refinery (the "El Dorado Assets")
•the gathering system that supports transportation of crude oil to the El Dorado Refinery (the "El Dorado Gathering System")
•the Paline Pipeline System
•the East Texas Crude Logistics System
•the Tyler-Big Sandy Pipeline
•the Greenville-Mount Pleasant Pipeline
•refined product pipeline capacity leased from Enterprise TE Products Pipeline Company ("Enterprise") that runs from El Dorado, Arkansas to our Memphis terminal and the Big Spring Pipeline
•pipelines acquired in the Big Spring Logistics Assets Acquisition
•assets acquired in the Midland Gathering Assets Acquisition
•assets acquired in the Delaware Gathering Acquisition
The following tables and discussion present the results of operations and certain operating statistics of the gathering and processing segment for the three and nine months ended September 30, 2023 and 2022:
Gathering and Processing
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net Revenues$94,825 $108,610 $280,494 $215,480 
Cost of materials and other$20,676 $36,606 $65,557 $53,087 
Operating expenses (excluding depreciation and amortization)$20,733 $14,775 $55,586 $34,484 
Segment EBITDA$52,906 $56,551 $161,014 $127,129 
Throughputs (average bpd)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
El Dorado Assets:
Crude pipelines (non-gathered)70,153 87,653 64,835 81,795 
Refined products pipelines to Enterprise Systems63,991 65,761 54,686 63,391 
El Dorado Gathering System14,774 14,354 13,935 16,150 
East Texas Crude Logistics System 36,298 23,960 29,928 20,015 
Midland Gathering System248,443 121,304 230,907 107,699 
Plains Connection System250,550 184,254 248,763 166,864 
Delaware Gathering Assets Volumes
Three Months Ended September 30,Nine Months Ended September 30,
202320222023
2022 (1)
Natural Gas Gathering and Processing (Mcfd(2))
69,737 64,429 72,569 61,198 
Crude Oil Gathering (bpd(3))
111,973 86,483 110,935 84,497 
Water Disposal and Recycling (bpd(3))
99,158 69,411 104,920 66,043 
(1) Volumes for the nine months ended September 30, 2022 are for period from June 1 through September 30, 2022 we owned Delaware Gathering Assets.
(2) Mcfd - average thousand cubic feet per day.
(3) bpd - average barrels per day.
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Management's Discussion and Analysis
Comparison of the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022
Net Revenues
Q3 2023 vs. Q3 2022
Net revenues for the gathering and processing segment decreased by $13.8 million, or 12.7%, in the third quarter of 2023 compared to the third quarter of 2022, driven primarily by the following:
•decrease in revenue our Delek Delaware Gathering operations of $17.2 million primarily due to decrease in natural gas prices which declined from an average of $8.20 MMBtu during the third quarter of 2022 to $2.54 MMBtu in the third quarter of 2023, slightly offset by increases in water, crude oil and natural gas volumes;
•such decrease was partially offset by increase in throughput associated with Midland Gathering operations primarily due to new connections finalized during 2022.
YTD 2023 vs. YTD 2022
Net revenues for the gathering and processing segment increased by $65.0 million, or 30.2%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, driven primarily by the following:
•incremental revenues of as a result of our Delaware Gathering operations, which began in June 2022; and
•increase in throughput associated with Midland Gathering operations primarily due to new connections finalized during 2022.
Cost of Materials and Other
Q3 2023 vs. Q3 2022
Cost of materials and other for the gathering and processing segment decreased by $15.9 million, or 43.5%, in the third quarter of 2023 compared to the third quarter of 2022, driven primarily by the following:
•decrease in cost of materials and other primarily as a result of decrease in natural gas prices impacting our Delaware Gathering operations.
YTD 2023 vs. YTD 2022
Cost of materials and other for the gathering and processing segment increased by $12.5 million, or 23.5%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, driven primarily by the following:
•incremental cost of materials and other as a result of our Delaware Gathering operations which began in June 2022.
Operating Expenses
Q3 2023 vs. Q3 2022
Operating expenses for the gathering and processing segment increased by $6.0 million, or 40.3%, in the third quarter of 2023 compared to the third quarter of 2022, driven primarily by the following:
•increase in variable expenses due to higher throughput; and
•increase in operating expenses due to one time credit received in the third quarter of 2022.
YTD 2023 vs. YTD 2022
Operating expenses for the gathering and processing segment increased by $21.1 million, or 61.2%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•increase due to additional expenses associated with our Delaware Gathering operations, which began in June 2022.
EBITDA
Q3 2023 vs. Q3 2022
EBITDA decreased by $3.6 million, or 6.4%, in the third quarter of 2023 compared to the third quarter of 2022, primarily driven by the following:
•increase in operating expenses due to a one time credit received in the third quarter of 2022.


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Management's Discussion and Analysis
YTD 2023 vs. YTD 2022
EBITDA increased by $33.9 million, or 26.7%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•additional EBITDA associated with the Delaware Gathering operations, which began in June 2022; and
•increase in throughput associated with new connections in our Midland Gathering operations.
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Management's Discussion and Analysis
Wholesale Marketing and Terminalling Segment
We use our wholesale marketing and terminalling assets to generate revenue by providing wholesale marketing and terminalling services to Delek Holdings’ refining operations and to independent third parties.
The following tables and discussion present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three and nine months ended September 30, 2023 and 2022:
Wholesale Marketing and Terminalling
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net Revenues$147,110 $147,865 $378,246 $444,181 
Cost of materials and other$115,702 $122,612 $292,094 $372,629 
Operating expenses (excluding depreciation and amortization presented below)$4,990 $5,750 $13,447 $15,136 
Segment EBITDA$28,135 $20,272 $78,071 $59,813 
Operating Information
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
East Texas - Tyler Refinery sales volumes (average bpd) (1)
69,178 65,396 57,894 66,473 
Big Spring marketing throughputs (average bpd)81,617 74,238 78,399 76,135 
West Texas marketing throughputs (average bpd) 10,692 10,082 9,871 10,023 
West Texas marketing gross margin per barrel $4.56 $4.23 $5.43 $3.84 
Terminalling throughputs (average bpd) (2)
121,430 142,003 116,455 138,558 
(1) Excludes jet fuel and petroleum coke.
(2) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, our El Dorado and North Little Rock, Arkansas terminals and our Memphis and Nashville, Tennessee terminals.
Comparison of the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022
Net Revenues
Q3 2023 vs. Q3 2022
Net revenues for the wholesale marketing and terminalling segment decreased by $0.8 million, or 0.5%, in the third quarter of 2023 compared to the third quarter of 2022, driven primarily by the following:
•decreased revenue of $3.6 million in our West Texas marketing operations primarily driven by decreases in the average sales prices per gallon of diesel, partially offset by an increase in the volumes sold:
◦the average sales prices per gallon of diesel sold decreased by $0.56 per gallon; and
◦the volumes of gasoline increased by 5.3 million gallons, partially offset by a 1.2 million decrease of diesel gallons sold.
Such decreases were partially offset by the following:
•increase in terminalling and marketing revenue primarily due to rate increases.
YTD 2023 vs. YTD 2022
Net revenues for the wholesale marketing and terminalling segment decreased by $65.9 million, or 14.8%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•decreased revenue of $66.7 million in our West Texas marketing operations primarily driven by decreases in the average sales prices per gallon and the volumes of diesel sold in our West Texas marketing operations:
◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.39 per gallon and $0.71 per gallon, respectively; and
◦the average volumes of diesel sold decreased by 3.6 million gallons, partially offset by a 1.9 million increase in gallons of gasoline sold.
Such decreases were partially offset by the following:
•increase in gross margin per barrel associated with our West Texas operations; and
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Management's Discussion and Analysis
•increase in terminalling and marketing revenue primarily due to rate increases.
The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the three and nine months ended September 30, 2023 and 2022.
2164 2189
2192 2217
Cost of Materials and Other
Q3 2023 vs. Q3 2022
Cost of materials and other for the wholesale marketing and terminalling segment decreased by $6.9 million, or 5.6%, in the third quarter of 2023 compared to the third quarter of 2022, driven primarily by the following:
•decreased costs of materials and other of $7.3 million in our West Texas marketing operations primarily driven by decreases in the average cost per gallon, partially offset by the volumes of gasoline and diesel sold:
◦the average cost per gallon of gasoline and diesel sold decreased by $0.41 per gallon and $0.52 per gallon, respectively; and
◦the volumes of gasoline sold increased by 5.3 million gallons, partially offset by a 1.2 million decrease of diesel gallons sold.
YTD 2023 vs. YTD 2022
Cost of materials and other for the wholesale marketing and terminalling segment decreased by $80.5 million, or 21.6%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•decreased costs of materials and other of $78.4 million in our West Texas marketing operations primarily driven by decreases in the average cost per gallon and the volumes of gasoline and diesel sold:
◦the average cost per gallon of gasoline and diesel sold decreased by $0.55 per gallon and $0.74 per gallon, respectively; and
◦the volumes of diesel sold decreased by 3.6 million gallons, partially offset by a 1.9 million increase in gallons of gasoline sold.
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Management's Discussion and Analysis
The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the three and nine months ended September 30, 2023 and 2022. Refer to the Refined Products Volume - Gallons chart above for a summary of volumes impacting our West Texas operations.
3767 3773
Operating Expenses
Q3 2023 vs. Q3 2022
Operating expenses for the wholesale marketing and terminalling segment decreased by $0.8 million, or 13.2%, in the third quarter of 2023 compared to the third quarter of 2022, driven primarily by the following:
•decrease in outside service costs.
YTD 2023 vs. YTD 2022
Operating expenses for the wholesale marketing and terminalling segment decreased by $1.7 million, or 11.2%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, driven primarily by the following:
•decrease in outside service costs; and
•decrease in allocated employee related costs.
EBITDA
Q3 2023 vs. Q3 2022
EBITDA increased by $7.9 million, or 38.8%, in the third quarter of 2023 compared to the third quarter of 2022, driven primarily by the following:
• increase in terminalling utilization and improved wholesale margins.
YTD 2023 vs. YTD 2022
EBITDA increased by $18.3 million, or 30.5%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by the following:
•increases in terminalling utilization and improved wholesale margins.
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Management's Discussion and Analysis
Storage and Transportation Segment
Our storage and transportation segment assets provide transportation and storage services to Delek Holdings and third parties. These assets include:
•El Dorado Rail Offloading Racks
•the El Dorado Tank Assets
•the Tyler Tank Assets and Tyler Crude Tank
•storage assets acquired in the Big Spring Logistics Assets Acquisition
•assets acquired in the Trucking Assets Acquisition
•Greenville Storage Facility
Additionally, we own or lease 264 tractors and 353 trailers used to haul primarily crude oil and other products for related and third parties.
The following tables and discussion present the results of operations and certain operating statistics of the storage and transportation segment for the three and nine months ended September 30, 2023 and 2022:
Storage and Transportation
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net revenues$33,889 $37,550 $107,520 $107,695 
Cost of materials and other$14,245 $18,521 $50,182 $54,082 
Operating expenses (excluding depreciation and amortization presented below)$3,098 $4,174 $12,763 $13,116 
Segment EBITDA$17,914 $14,575 $46,316 $40,212 
Comparison of the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022
Net Revenues
Q3 2023 vs. Q3 2022
Net revenues for the storage and transportation segment decreased by $3.7 million, or 9.7%, in the third quarter of 2023 compared to the third quarter of 2022, primarily driven by the following:
•decrease in trucking activity; and
•partially offset by an increase in storage revenue primarily due to rate increases.
YTD 2023 vs. YTD 2022
Net revenues for the storage and transportation segment decreased by $0.2 million, or 0.2%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
Cost of Materials and Other
Q3 2023 vs. Q3 2022
Cost of materials and other for the storage and transportation segment decreased by $4.3 million, or 23.1%, in the third quarter of 2023 compared to the third quarter of 2022 primarily due to decrease in trucking activity.
YTD 2023 vs. YTD 2022
Cost of materials and other for the storage and transportation segment decreased by $3.9 million, or 7.2%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily due to decrease in trucking activity.
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Management's Discussion and Analysis
Operating Expenses
Q3 2023 vs. Q3 2022
Operating expenses for the storage and transportation segment decreased by $1.1 million, or 25.8%, in the third quarter of 2023 compared to the third quarter of 2022.
YTD 2023 vs. YTD 2022
Operating expenses for the storage and transportation segment decreased by $0.4 million, or 2.7%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
EBITDA
Q3 2023 vs. Q3 2022
EBITDA increased by $3.3 million, or 22.9%, in the third quarter of 2023 compared to the third quarter of 2022, primarily due to storage and transportation rate increases.
YTD 2023 vs. YTD 2022
EBITDA increased by $6.1 million, or 15.2%, in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily driven by an increase in storage and transportation rates.
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Management's Discussion and Analysis
Investments in Pipeline Joint Ventures Segment
The Investments in Pipeline Joint Ventures segment relates to strategic Joint Venture investments, accounted for as equity method investments, to support the Delek Holdings operations in terms of offering connection to takeaway pipelines, alternative crude supply sources and flow of high quality crude oil to the Delek Holdings refining system. As a result, Delek Holdings is a major shipper and customer on certain of the Joint Venture pipelines, with minimum volume commitment ("MVC") agreements, which cushion the Joint Venture entities during periods of low activity. The other Joint Venture owners are usually major shippers on the pipelines resulting in a majority of the revenue of the Joint Venture entities coming from MVC agreements with related entities.
Investments in pipeline joint ventures segment include the Partnership's joint ventures investments described in Note 8 to our accompanying condensed consolidated financial statements.
Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the three and nine months ended September 30, 2023.

Liquidity and Capital Resources
Sources of Capital
We consider the following when assessing our liquidity and capital resources:
(i) cash generated from operations;
(iv) potential issuance of additional debt securities; and
(ii) borrowings under our revolving credit facility;
(v) potential sale of assets.
(iii) potential issuance of additional equity;
At September 30, 2023 our total liquidity amounted to $93.2 million comprised of $89.0 million in unused credit commitments under the DKL Credit Facility and $4.2 million in cash and cash equivalents. We have the ability to increase the DKL Credit Facility to $1.0 billion subject to receiving increased or new commitments from lenders and meeting certain requirements under the credit facility. Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash distributions and operational capital expenditures, and we expect the same to continue in the foreseeable future. Other funding sources, including the issuance of additional debt securities, have been utilized to fund growth capital projects such as dropdowns and other acquisitions. In addition, we have historically been able to source funding at rates that reflect market conditions, our financial position and our credit ratings. We continue to monitor market conditions, our financial position and our credit ratings and expect future funding sources to be at rates that are sustainable and profitable for the Partnership. However, there can be no assurances regarding the availability of any future financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us.
We believe we have sufficient financial resources from the above sources to meet our funding requirements in the next 12 months, including working capital requirements, quarterly cash distributions and capital expenditures. Nevertheless, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, or to pay distributions will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including crude oil prices, some of which are beyond our control.
If market conditions were to change, for instance due to the uncertainty created by the Russia-Ukraine War, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be unfavorably impacted.
We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to a significant decline in crude oil prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced. Additionally, it could cause the rating agencies to lower our credit ratings. There are no ratings triggers that would accelerate the maturity of any borrowings under our debt agreements. Such actions include seeking alternative financing solutions and enacting cost reduction measures. Refer to the Business Overview section of this MD&A for a complete discussion of the uncertainties identified by management and the actions taken to respond to these uncertainties.
We believe we were in compliance with the covenants in all our debt facilities as of September 30, 2023. See Note 6 to our condensed consolidated financial statements for a complete discussion of our third-party indebtedness.
Cash Distributions
On October 25, 2023, the board of directors of our general partner declared a distribution of $1.045 per common unit (the "Distribution"), which equates to approximately $45,558 per quarter, or approximately $182.2 million per year, based on the number of common units outstanding as of November 6, 2023. The Distribution will be paid on November 13, 2023 to common unitholders of record on November 6, 2023 and represents a 5.6% increase over the third quarter 2022 distribution. This increase in the distribution is consistent with our intent to maintain an attractive distribution growth profile over the long term. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.
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Management's Discussion and Analysis

The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
March 31, 2022$0.980$42,604
June 30, 2022$0.985$42,832
September 30, 2022$0.990$43,057
March 31, 2023$1.025$44,664
June 30, 2023$1.035$45,112
September 30, 2023$1.045$45,558
Cash Flows
The following table sets forth a summary of our consolidated cash flows for the nine months ended September 30, 2023 and 2022 (in thousands):
 Nine Months Ended September 30,
 20232022
Net cash provided by operating activities$110,630 $297,482 
Net cash used in investing activities(55,634)(705,087)
Net cash (used in) provided by financing activities(58,784)418,258 
Net (decrease) increase in cash and cash equivalents$(3,788)$10,653 
Operating Activities
Net cash provided by operating activities decreased by $186.9 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The cash receipts from customer activities increased by $29.4 million and cash payments to suppliers and for allocations to Delek Holdings for salaries increased by $165.8 million. In addition, cash dividends received from equity method investments increased by $1.2 million and cash paid for debt interest increased by $51.6 million.
Investing Activities
Net cash used in investing activities decreased by $649.5 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily due to the Delaware Gathering Acquisition, effective June 1, 2022, which was partially financed through borrowings under the DKL Credit Facility amounting to $625.4 million. There were no acquisitions during the nine months ended September 30, 2023. In addition, there was a $2.1 million decrease in purchases of intangibles, $18.3 million decrease in purchases of property, plant and equipment primarily associated with growth projects in our gathering and processing segment, and a $2.7 million increase in distributions from equity method investments.
Financing Activities
Net cash provided by financing activities decreased by $477.0 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This decrease was primarily driven by net borrowings under the revolving credit facility which decreased by $458.2 million, primarily associated with financing of the Delaware Gathering Acquisition in the prior year. Also contributing to the decrease was an increase in net payments on the term loan of $11.3 million and a $6.3 million increase in cash distributions paid.
Debt Overview
As of September 30, 2023, we had total indebtedness of $1,750.0 million. The increase of $79.5 million in our long-term debt balance compared to the balance at December 31, 2022 resulted from the borrowings under the DKL Credit Facility during the nine months ended September 30, 2023. As of September 30, 2023, our total indebtedness consisted of:
•An aggregate principal amount of $811.2 million under the DKL Revolving Facility ("revolving credit facility"), due on October 13, 2027 (which will accelerate to 180 days prior to the stated maturity date of the Delek Logistics 2025 Notes if any of the Delek Logistics 2025 Notes remain outstanding on that date), with an average borrowing rate of 8.45%, which was amended and restated on October 13, 2022.
•An aggregate principal amount of $288.8 million, under the DKL Term Facility, due on April 15, 2025, with an average borrowing rate of 8.92%.
•An aggregate principal amount of $250.0 million, under the 2025 Notes (6.75% senior notes), due in 2025, with an effective interest rate of 7.18%.
•An aggregate principal amount of $400.0 million, under the 2028 Notes (7.125% senior notes), due in 2028, with an effective interest rate of 7.39%.
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Management's Discussion and Analysis
On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the Delek Logistics Credit Facility (together, the “Amendments”). The Amendments, (i) increased the DKL Revolving Credit Facility's Revolving Credit Commitments (as defined in the Delek Logistics Credit Facility) by an amount equal to $150.0 million to provide for an aggregate Revolving Credit Commitments amount of $1.050 billion, (ii) increased Delek Logistics' ability to incur certain indebtedness and (iii) extended the DKL Term Loan maturity date from October 13, 2024, to the earlier of (i) April 15, 2025, and (ii) six months prior to the earliest maturity date of any outstanding Permitted Note Indebtedness (as defined in the DKL Credit Facility).
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings. The Related Party Revolving Credit Facility provides for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Related Party Revolving Credit Facility will bear interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%. The Related Party Revolving Credit Facility proceeds will be used for the Partnership’s working capital purposes and other general corporate purposes. The Related Party Revolving Credit Facility will mature on June 30, 2028.
We believe we were in compliance with the covenants in all debt facilities as of September 30, 2023. See Note 6 to our condensed consolidated financial statements for a complete discussion of our third-party indebtedness.
Agreements Governing Certain Indebtedness of Delek Holdings
Delek Holdings' level of indebtedness, the terms of its borrowings and any future credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our unitholders and our credit profile. Our current and future credit ratings may also be affected by Delek Holdings' level of indebtedness, financial performance and credit ratings.
Capital Spending
A key component of our long-term strategy is our capital expenditure program, which includes strategic consideration and planning for the timing and extent of regulatory maintenance, sustaining maintenance, and growth capital projects. These categories are described below:
•Regulatory maintenance projects in the gathering and processing segment are those expenditures expected to be spent on certain of our pipelines to maintain their operational integrity pursuant to applicable environmental and other regulatory requirements. Regulatory projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance. These expenditures have historically been and will continue to be financed through cash generated from operations.
•Sustaining capital expenditures represent capitalizable expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines, tanks and terminals, to maintain equipment reliability, integrity and safety and to maintain compliance with environmental laws and regulations. Delek Holdings has agreed to reimburse us with respect to certain assets it has transferred to us pursuant to the terms of the Omnibus Agreement (as defined in Note 4 to our accompanying consolidated financial statements). When not provided for under reimbursement agreements, such activities are generally funded by cash generated from operations.
•Growth projects include those projects that do not fall into one of the two categories above, and could include committed expansion projects under contracts with customers as well as other incremental growth projects, but are generally expected to produce incremental cash flows in accordance with our internal return on invested capital policy. Depending on the magnitude, funding for such projects may include cash generated from operations, borrowings under existing credit facilities, or issuances of additional debt or equity securities.
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Management's Discussion and Analysis
The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the nine months ended September 30, 2023 and planned capital expenditures for the full year 2023 by segment and by major category:
(in thousands)Nine Months Ended September 30, 2023
Gathering and Processing
Regulatory$31 
Sustaining980 
Growth61,157 
Gathering and Processing Segment Total$62,168 
Wholesale Marketing and Terminalling
Regulatory$371 
Sustaining754 
Growth1,402 
Wholesale Marketing and Terminalling Segment Total$2,527 
Storage and Transportation
Regulatory$1,670 
Sustaining 2,263 
Growth— 
Storage and Transportation Segment Total$3,933 
Total Capital Spending$68,628 
The capital expenditure 2023 full year forecast is expected to be between $85.0 million to $90.0 million. In addtion, we expect to receive up to $10.0 million of other proceeds in 2023 that are not reflected in the full year forecast.
The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope and completion time for our capital projects. For example, we may experience increases in the cost of and/or timing to obtain necessary equipment required for our continued compliance with government regulations or to complete improvement projects. Additionally, the scope and cost of employee or contractor labor expense related to installation of that equipment could increase from our projections.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements through the date of the filing of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Impact of Changing Prices
Our revenues and cash flows, as well as estimates of future cash flows, are sensitive to changes in commodity prices. Shifts in the cost of crude oil, natural gas, NGLs, refined products and ethanol and related selling prices of these products can generate changes in our operating margins.
Interest Rate Risk
Debt that we incur under the DKL Credit Facility bears interest at floating rates and will expose us to interest rate risk. The outstanding floating rate borrowings totaled approximately $1,100.0 million as of September 30, 2023. The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt outstanding as of September 30, 2023 would be to change interest expense by approximately $11.0 million.
Inflation
Inflationary factors, such as increases in the costs of our inputs, operating expenses, and interest rates may adversely affect our operating results. In addition, current or future governmental policies may increase or decrease the risk of inflation, which could further increase costs and may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales if the prices at which we are able to sell our products and services do not increase in line with increases in costs.

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Management's Discussion and Analysis
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Exchange Act is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the third quarter of 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


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Other Information
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including, environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations. See Note 10 to our accompanying condensed consolidated financial statements, which is incorporated by reference in this Item 1, for additional information.

ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors identified in the Partnership’s fiscal 2022 Annual Report on Form 10-K.

ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
On August 10, 2023, Reuven Spiegel, Director, Executive Vice President & Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 6,300 of our common limited partner units, subject to certain conditions. The arrangement's expiration date is April 11, 2025.
Amendment to Credit Agreement
The Partnership, certain of its subsidiaries (together with the Partnership, the “Borrowers”) and certain other of its subsidiaries, as guarantors (together, the “Guarantors”), are party to that certain Fourth Amended and Restated Credit Agreement, dated as of October 13, 2022 (as amended, supplemented or otherwise modified, the “DKL Credit Agreement”) with Fifth Third Bank, National Association, as Administrative Agent, and the lenders from time to time party thereto. On November 6, 2023, the Borrowers and the Guarantors entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (together, the “Amendments”). The Amendments, (i) increased the Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $150,000,000, to provide for an aggregate Revolving Credit Commitments amount of $1,050,000,000, (ii) increased the Partnership’s and its subsidiaries ability to incur certain indebtedness and (iii) extended the Term Loan Maturity Date (as defined in the DKL Credit Facility) with respect to the Term Loans (as defined in the DKL Credit Facility) from October 13, 2024, to the earlier of (i) April 15, 2025, and (ii) six months prior to the earliest maturity date of any outstanding Permitted Note Indebtedness (as defined in the DKL Credit Facility).
The foregoing description of the Amendments is not complete and is qualified in its entirety by reference to the full text of the Amendments, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
Intercompany Note
The Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Note”) with Delek Holdings (the “Noteholder”), dated November 6, 2023. The Note provides for revolving borrowings with aggregate commitments of $70,000,000, comprised of a (i) $55,000,000 senior tranche and a (ii) $15,000,000 subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Noteholder reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Note will bear interest at Term SOFR (as defined in the Note) plus 3.00%. The Note proceeds will be used for the Partnership’s working capital purposes and other general corporate purposes. The Note will mature on June 30, 2028. The Note contains certain affirmative covenants, mandatory prepayments and events of default that the Partnership considers to be customary for an arrangement of this sort. The obligations under the Note are unsecured.
The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.




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Legal Proceedings & Disclosures
ITEM 6. EXHIBITS
Exhibit No.Description
#
#
#
#
#
#
##
##
101
The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2023 and 2022 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three and nine months ended September 30, 2023 and 2022 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).
104
The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 has been formatted in Inline XBRL.

#Filed herewith
##Furnished herewith
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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, thereunto duly authorized.


    Delek Logistics Partners, LP
By: Delek Logistics GP, LLC
Its General Partner

By: /s/ Avigal Soreq
Avigal Soreq
Director and President
(Principal Executive Officer)

By: /s/ Reuven Spiegel        
Reuven Spiegel
Director, Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

By: /s/ Robert Wright
Robert Wright
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
    

Dated: November 8, 2023
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Exhibit 10.1
Execution Version
First Amendment to
Fourth Amended and Restated Credit Agreement
This First Amendment to Fourth Amended and Restated Credit Agreement (herein, this “Agreement”) is entered into as of November 6, 2023, by and among Delek Logistics Partners, LP, a Delaware limited partnership (the “MLP”), Delek Logistics Operating, LLC, a Delaware limited liability company (“Delek Operating”), Delek Marketing GP, LLC, a Delaware limited liability company (“Delek Marketing GP”), Delek Marketing & Supply, LP, a Delaware limited partnership (“Delek Marketing”), Delek Crude Logistics, LLC, a Texas limited liability company (“Delek Crude”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek Big Sandy”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA Gathering”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), DKL Rio, LLC, a Delaware limited liability company (“DKL Rio”), DKL Caddo, LLC, a Delaware limited liability company (“DKL Caddo”), Delek Logistics Finance Corp., a Delaware corporation (“Delek Finance”), DKL Big Spring, LLC, a Delaware limited liability company (“DKL Big Spring”) (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Rio, DKL Caddo, Delek Finance, and DKL Big Spring are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the Guarantors party hereto, the Increasing Lenders (as hereinafter defined) party hereto and Fifth Third Bank, National Association, as Administrative Agent (the “Administrative Agent”).
Recitals:
A.    The Borrowers, the Guarantors, the Lenders party thereto, the Administrative Agent, Bank of America, N.A., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as Co-Syndication Agents, and Barclays Bank PLC, U.S. Bank National Association, Regions Bank, and Truist Bank, as Co-Documentation Agents, are party to a Fourth Amended and Restated Credit Agreement dated as of October 13, 2022 (as such agreement may be amended, modified, restated, or supplemented from time to time, the “Credit Agreement”).
B.    The Borrowers have requested that the Revolving Credit Commitments be increased by an aggregate amount equal to One Hundred Fifty Million U.S. Dollars ($150,000,000) (the “Additional Commitments”) pursuant to and on the terms set forth in Section 2.2(b) of the Credit Agreement. Subject to the terms and conditions set forth below, each of the Lenders party hereto (each an “Increasing Lender”) has agreed to increase its Revolving Credit Commitments as set forth on Annex I attached hereto.
C.    In order to evidence the Additional Commitments, the Borrowers, the Increasing Lenders, and the Administrative Agent desire to amend certain provisions of the Credit Agreement.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms; Effective Date. This Agreement shall constitute a Loan Document, and the Recitals shall be construed as part of this Agreement. Each capitalized term used but not otherwise defined herein, including capitalized terms used in the introductory paragraph hereof and the Recitals, has the meaning assigned to it in the Credit Agreement. Without limiting the foregoing, “Effective Date” means November 6, 2023.
Section 2.Additional Commitments.
(a)The Borrowers acknowledge and agree that they have requested the Additional Commitments from the Increasing Lenders pursuant to and on the terms set forth in Section 2.2(b) of the Credit Agreement and that on the Effective Date the Revolving Credit Commitments shall be increased by the Additional Commitments.


(b)Subject to the terms and conditions set forth in Section 4 hereof, each Increasing Lender acknowledges and agrees that its Revolving Credit Commitment shall be increased to the amount set forth opposite its name on Annex I hereto.
Section 3.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be, and hereby is, amended as follows:
(a)The following defined terms in Section 1.1 of the Credit Agreement are hereby amended and restated as follows:
“L/C Sublimit” means, as of the First Amendment Effective Date, $134,166,666.67, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.
“Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans and Letters of Credit issued for the account of the Borrowers hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1, as the same may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof. The Borrowers and the Lenders acknowledge and agree that the Revolving Credit Commitments of the Lenders aggregate $1,050,000,000 as of the First Amendment Effective Date.
“Swing Line Sublimit” means, as of the First Amendment Effective Date, $29,166,666.67, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.
(b)Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order therein:
“First Amendment” means the First Amendment to Fourth Amended and Restated Credit Agreement dated as of November 6, 2023, among the Borrowers, the Lenders party thereto and the Administrative Agent.
“First Amendment Effective Date” means November 6, 2023.
(c)Schedule 1 of the Credit Agreement is hereby replaced in its entirety with the Schedule 1 attached hereto as Annex I.
Section 4.Conditions Precedent. This Agreement shall become effective as of the Effective Date upon satisfaction of all of the conditions set forth in this Section 4 to the satisfaction of Administrative Agent:
(a)The Administrative Agent shall have received this Agreement executed and delivered by each of the Borrowers and by the Increasing Lenders.
(b)No Default or Event of Default shall exist as of the Effective Date.
(c)The Administrative Agent shall have received a certificate from an officer of the Borrowers certifying as to (i) no Default or Event of Default existing at the time of the request for the Additional Commitments or on the Effective Date, including with respect to the covenants contained in Section 6.20 of the Credit Agreement as reflected in the officer’s certificate required and most recently delivered pursuant to Section 6.1(c) of the Credit Agreement and, on a pro forma basis, and (ii) all representations and warranties contained in Section 5 of the Credit Agreement being true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the date of the request for the
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Additional Commitments or on the Effective Date, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date.
(d)The Administrative Agent shall have received for each Increasing Lender requesting an amended and restated Note, such Lender’s duly executed Note of the Borrowers, dated as of November 6, 2023 and otherwise in compliance with the provisions of Section 2.12(d) of the Credit Agreement.
(e)The Administrative Agent shall have received the fees as set forth in that certain engagement letter dated as of November 6, 2023, between the Borrowers’ Agent and the Administrative Agent, for the benefit of the Increasing Lenders who also are a party to the Second Amendment to Fourth Amended and Restated Credit Agreement dated as of the date hereof.
Section 5.Acknowledgement of Liens. Each Borrower hereby acknowledges, confirms and agrees that the Administrative Agent has a valid, enforceable and perfected lien upon and first-priority security interest in (subject only to Permitted Liens) the Collateral granted to the Administrative Agent pursuant to the Loan Documents, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations and liabilities which would be secured thereby prior to giving effect to this Agreement.
Section 6.Representations and Warranties of Borrowers. To induce the Increasing Lenders to enter into this Agreement, each Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the L/C Issuers that, as of the Effective Date: (a) immediately after giving effect to this Agreement, no representation or warranty of such Borrower in any Loan Document, including this Agreement, shall be untrue or incorrect (or, in the case of any representation or warranty not qualified as to materiality, untrue and incorrect in any material respect) as of the Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case they are true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date, (b) no Default or Event of Default exists and is continuing, or would result herefrom, and (c) such Borrower has the power and authority to execute, deliver and perform this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement.
Section 7.Affirmation of Guarantors. Each Guarantor hereby confirms that, after giving effect to this Agreement, each Loan Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability). The Guarantors acknowledge and agree that (a) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of the Guarantors to any future waiver, consent or amendment to the Credit Agreement, and (b) the Lenders are relying on the assurances provided herein in entering into this Agreement and maintaining credit outstanding to the Borrowers.
Section 8.Miscellaneous.
(a)Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers, and their respective successors and assigns. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers with respect to the transactions contemplated hereby and there shall be no third-party beneficiaries of any of the terms and provisions of this Agreement.
(b)Entire Agreement. This Agreement, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith,
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constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof. Except as specifically consented to by the Increasing Lenders hereby, all of the terms and conditions set forth in the Credit Agreement shall stand and remain unchanged and in full force and effect.
(c)Fees and Expenses. The Borrowers agree to pay promptly following demand all reasonable costs and out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other documents being executed and delivered in connection herewith and the transactions contemplated hereby.
(d)Headings. Section and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
(e)Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
(f)Conflict of Terms. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Agreement shall govern and control.
(g)Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Agreement by facsimile transmission or by e-mail transmission of a portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.
(h)Governing Law; Waiver of Jury Trial. The provisions contained in Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.20 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Agreement rather than the Credit Agreement.
[Signature Pages to Follow]

4

In Witness Whereof, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first set forth above.
“Borrowers”
DELEK LOGISTICS PARTNERS, LP

By:    Delek Logistics GP, LLC,
    its General Partner


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President and Chief Financial Officer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President


[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]

DELEK MARKETING & SUPPLY, LP
    By: Delek Marketing GP, LLC, its General     Partner
DELEK LOGISTICS OPERATING, LLC
DELEK MARKETING GP, LLC
DELEK CRUDE LOGISTICS, LLC
DELEK MARKETING-BIG SANDY, LLC
PALINE PIPELINE COMPANY, LLC
MAGNOLIA PIPELINE COMPANY, LLC
SALA GATHERING SYSTEMS, LLC
EL DORADO PIPELINE COMPANY, LLC
DKL TRANSPORTATION, LLC
DKL CADDO, LLC
DKL RIO, LLC
DKL BIG SPRING, LLC
DELEK LOGISTICS FINANCE CORP.


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President, Chief Financial Officer and Treasurer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President

[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]

“Guarantors”

DKL PERMIAN GATHERING, LLC
DKL PIPELINE, LLC
DKL DELAWARE GATHERING, LLC
DKL DELAWARE HOLDING – NM, LLC
DKL DELAWARE OPERATING – NM, LLC
DKL DELAWARE MARKETING, LLC
DKL ENERGY – COTTONWOOD, LLC
DKL ENERGY – LYNCH, LLC
DKL FIELD SERVICES, LLC
DKL G&P SOLUTIONS, LLC
DKL HAT MESA II – NM, LLC
DKL NEPTUNE RECYCLING, LLC


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President, Chief Financial Officer and Treasurer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President




[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]

“Administrative Agent”
Fifth Third Bank, National Association, as Administrative Agent
By:    /s/ Jonathan H. Lee                
Name: Jonathan H. Lee
Title: Managing Director
[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]

“Lenders”

Fifth Third Bank, National Association, as an Increasing Lender

By:    /s/ Jonathan H. Lee                
Name:     Jonathan H. Lee
Title:     Managing Director


[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]


MUFG Bank, Ltd., as an Increasing Lender

By:    /s/ Todd Vaubel                    
Name:     Todd Vaubel
Title:     Authorized Signatory


[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]


CITIZENS BANK, N.A., as an Increasing Lender

By:    /s/ Scott Donaldson                
Name:     Scott Donaldson
Title:     Senior Vice President

[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]


Wells Fargo Bank, N.A., as an Increasing Lender

By:    /s/ Brandon Kast                
Name: Brandon Kast
Title: Director

[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]

Bank of America, N.A., as an Increasing Lender

By:    /s/ Patrice Futrell                
Name:     Patrice Futrell
Title:     Vice President


[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]


Barclays Bank PLC, as an Increasing Lender

By:    /s/ Sydney G. Dennis                
Name:    Sydney G. Dennis
Title:    Director


[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]


Truist Bank, as an Increasing Lender

By:    /s/ FARHAN IQBAL                
Name:    FARHAN IQBAL
Title:     Director

[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]

Trustmark National Bank, as an Increasing Lender
By:    /s/ Richard Marsh                
Name:     Richard Marsh
Title:     Senior VP

[Signature Page to First Amendment to Fourth Amended and Restated Credit Agreement]

ANNEX I
Schedule 1
Revolving Credit Commitments
Name of Lender
Revolving Credit Commitment
($)
Fifth Third Bank, National Association
$107,821,413.58
Bank of America, N.A.$107,821,411.57
MUFG Bank, Ltd.$107,821,411.57
Wells Fargo Bank, N.A.$107,821,411.57
Citizens Bank, N.A.$88,071,428.57
Royal Bank of Canada$78,071,428.57
PNC Bank, National Association$78,071,428.57
Barclays Bank PLC$63,583,400.00
Truist Bank$63,083,333.00
U.S. Bank National Association$54,500,000.00
Regions Bank$50,000,000.00
Bank Hapoalim B.M.$30,000,000.00
First Horizon Bank$30,000,000.00
Trustmark National Bank$23,333,333.00
Israel Discount Bank of New York$20,000,000.00
Raymond James Bank$20,000,000.00
HSBC Bank USA, N.A.$20,000,000.00
Total:
$1,050,000,000.00



Term Loan Commitments
Name of Lender
Term Loan Commitment
($)
Beal Bank USA$51,428,571.43
Bank of America, N.A.$31,428,571.43
MUFG Bank, Ltd.$31,428,571.43
PNC Bank, National Association$31,428,571.43
Citizens Bank, N.A.$31,428,571.43
Wells Fargo Bank, N.A.$31,428,571.43
Fifth Third Bank, National Association
$31,428,571.42
U.S. Bank National Association$20,000,000.00
Truist Bank$20,000,000.00
Regions Bank$15,000,000.00
Trustmark National Bank$5,000,000.00
Total:
$300,000,000.00


Exhibit 10.2
Execution Version

Second Amendment to
Fourth Amended and Restated Credit Agreement
This Second Amendment to Fourth Amended and Restated Credit Agreement (herein, this “Agreement”) is entered into as of November 6, 2023, by and among Delek Logistics Partners, LP, a Delaware limited partnership (the “MLP”), Delek Logistics Operating, LLC, a Delaware limited liability company (“Delek Operating”), Delek Marketing GP, LLC, a Delaware limited liability company (“Delek Marketing GP”), Delek Marketing & Supply, LP, a Delaware limited partnership (“Delek Marketing”), Delek Crude Logistics, LLC, a Texas limited liability company (“Delek Crude”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek Big Sandy”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA Gathering”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), DKL Rio, LLC, a Delaware limited liability company (“DKL Rio”), DKL Caddo, LLC, a Delaware limited liability company (“DKL Caddo”), Delek Logistics Finance Corp., a Delaware corporation (“Delek Finance”), DKL Big Spring, LLC, a Delaware limited liability company (“DKL Big Spring”) (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Rio, DKL Caddo, Delek Finance, and DKL Big Spring are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the Guarantors party hereto, the Required Lenders party hereto and Fifth Third Bank, National Association, as Administrative Agent (the “Administrative Agent”).
Recitals:
A.    The Borrowers, the Guarantors, the Lenders party thereto, the Administrative Agent, Bank of America, N.A., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as Co-Syndication Agents, and Barclays Bank PLC, U.S. Bank National Association, Regions Bank, and Truist Bank, as Co-Documentation Agents, are party to a Fourth Amended and Restated Credit Agreement dated as of October 13, 2022 (as such agreement may be amended, modified, restated, or supplemented from time to time, the “Credit Agreement”).
B.    The Borrowers have requested, and the Required Lenders have agreed, subject to the terms and conditions set forth below, to amend certain provisions of the Credit Agreement.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms; Effective Date. This Agreement shall constitute a Loan Document, and the Recitals shall be construed as part of this Agreement. Each capitalized term used but not otherwise defined herein, including capitalized terms used in the introductory paragraph hereof and the Recitals, has the meaning assigned to it in the Credit Agreement. Without limiting the foregoing, “Effective Date” means November 6, 2023.
Section 2.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, Section 6.11(m) of the Credit Agreement shall be, and hereby is, amended and restated in its entirety as follows:
(a)Indebtedness of any Borrower or any Subsidiary not otherwise permitted by this Section in an aggregate principal amount not to exceed $150,000,000 at any one time outstanding; provided, that any outstanding Indebtedness in excess of $55,000,000 under this clause (m) shall (i) be unsecured and (ii) have a maturity date not prior to the date that is 180 days after the Revolving Credit Termination Date in effect on the date of such Indebtedness incurrence;


Section 3.Conditions Precedent. This Agreement shall become effective as of the Effective Date upon satisfaction of all of the conditions set forth in this Section 3 to the satisfaction of Administrative Agent:
(a)The Administrative Agent shall have received this Agreement executed and delivered by each of the Borrowers and by the Required Lenders.
(b)No Default or Event of Default shall exist as of the Effective Date.
Section 4.Acknowledgement of Liens. Each Borrower hereby acknowledges, confirms and agrees that the Administrative Agent has a valid, enforceable and perfected lien upon and first-priority security interest in (subject only to Permitted Liens) the Collateral granted to the Administrative Agent pursuant to the Loan Documents, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations and liabilities which would be secured thereby prior to giving effect to this Agreement.
Section 5.Representations and Warranties of Borrowers. To induce the Required Lenders to enter into this Agreement, each Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the L/C Issuers that, as of the Effective Date: (a) immediately after giving effect to this Agreement, no representation or warranty of such Borrower in any Loan Document, including this Agreement, shall be untrue or incorrect (or, in the case of any representation or warranty not qualified as to materiality, untrue and incorrect in any material respect) as of the Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case they are true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date, (b) no Default or Event of Default exists and is continuing, or would result herefrom, and (c) such Borrower has the power and authority to execute, deliver and perform this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement.
Section 6.Affirmation of Guarantors. Each Guarantor hereby confirms that, after giving effect to this Agreement, each Loan Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability). The Guarantors acknowledge and agree that (a) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of the Guarantors to any future waiver, consent or amendment to the Credit Agreement, and (b) the Lenders are relying on the assurances provided herein in entering into this Agreement and maintaining credit outstanding to the Borrowers.
Section 7.Miscellaneous.
(a)Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers, and their respective successors and assigns. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers with respect to the transactions contemplated hereby and there shall be no third-party beneficiaries of any of the terms and provisions of this Agreement.
(b)Entire Agreement. This Agreement, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof. Except as specifically consented to by the Required Lenders hereby, all of the terms and conditions set forth in the Credit Agreement shall stand and remain unchanged and in full force and effect.
2

(c)Fees and Expenses. The Borrowers agree to pay promptly following demand all reasonable costs and out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other documents being executed and delivered in connection herewith and the transactions contemplated hereby.
(d)Headings. Section and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
(e)Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
(f)Conflict of Terms. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Agreement shall govern and control.
(g)Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Agreement by facsimile transmission or by e-mail transmission of a portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.
(h)Governing Law; Waiver of Jury Trial. The provisions contained in Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.20 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Agreement rather than the Credit Agreement.
[Signature Pages to Follow]

3

In Witness Whereof, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first set forth above.
“Borrowers”
DELEK LOGISTICS PARTNERS, LP

By:    Delek Logistics GP, LLC,
    its General Partner


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President and Chief Financial Officer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

DELEK MARKETING & SUPPLY, LP
    By: Delek Marketing GP, LLC, its General     Partner
DELEK LOGISTICS OPERATING, LLC
DELEK MARKETING GP, LLC
DELEK CRUDE LOGISTICS, LLC
DELEK MARKETING-BIG SANDY, LLC
PALINE PIPELINE COMPANY, LLC
MAGNOLIA PIPELINE COMPANY, LLC
SALA GATHERING SYSTEMS, LLC
EL DORADO PIPELINE COMPANY, LLC
DKL TRANSPORTATION, LLC
DKL CADDO, LLC
DKL RIO, LLC
DKL BIG SPRING, LLC
DELEK LOGISTICS FINANCE CORP.


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President, Chief Financial Officer and Treasurer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

“Guarantors”

DKL PERMIAN GATHERING, LLC
DKL PIPELINE, LLC
DKL DELAWARE GATHERING, LLC
DKL DELAWARE HOLDING – NM, LLC
DKL DELAWARE OPERATING – NM, LLC
DKL DELAWARE MARKETING, LLC
DKL ENERGY – COTTONWOOD, LLC
DKL ENERGY – LYNCH, LLC
DKL FIELD SERVICES, LLC
DKL G&P SOLUTIONS, LLC
DKL HAT MESA II – NM, LLC
DKL NEPTUNE RECYCLING, LLC


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President, Chief Financial Officer and Treasurer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

“Administrative Agent”
Fifth Third Bank, National Association, as Administrative Agent
By:    /s/ Jonathan H. Lee                
Name: Jonathan H. Lee
Title: Managing Director
[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

“Lenders”

Fifth Third Bank, National Association, as a Lender

By:    /s/ Jonathan H. Lee                
Name:     Jonathan H. Lee
Title:     Managing Director


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


MUFG Bank, Ltd., as a Lender

By:    /s/ Todd Vaubel                    
Name:     Todd Vaubel
Title:     Authorized Signatory


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


Royal Bank of Canada, as a Lender

By:    /s/ Michael Sharp                
Name:     Michael Sharp
Title:     Authorized Signatory

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


CITIZENS BANK, N.A., as a Lender

By:    /s/ Scott Donaldson                
Name:     Scott Donaldson
Title:     Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


Wells Fargo Bank, N.A., as a Lender

By:    /s/ Brandon Kast                
Name: Brandon Kast
Title: Director

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Bank of America, N.A., as a Lender

By:    /s/ Patrice Futrell                
Name: Patrice Futrell
Title: Vice President


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


PNC Bank, National Association, as a Lender

By:    /s/ Kyle T. Helfrich                
Name:    Kyle T. Helfrich
Title:    Senior Vice President


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


Barclays Bank PLC, as a Lender

By:    /s/ Sydney G. Dennis                
Name:     Sydney G. Dennis
Title:    Director


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


U.S. Bank National Association, as a Lender

By:    /s/ Edward B. Hanson                
Name: Edward B. Hanson
Title: Senior Vice President


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


Truist Bank, as a Lender

By:    /s/ FARHAN IQBAL                
Name:    FARHAN IQBAL
Title:    Director


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


Regions Bank, as a Lender

By:    /s/ David Valentine                
Name:    David Valentine
Title:     Managing Director


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


First Horizon Bank, as a Lender

By:    /s/ Jeffrey Flagg                    
Name:     Jeffrey Flagg
Title:    Senior Vice President


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


HSBC Bank USA, N.A., as a Lender

By:    /s/ Chase Gavin                    
Name:     Chase Gavin
Title:    SVP


[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]


Trustmark National Bank, as a Lender
By:    /s/ Richard Marsh                
Name:     Richard Marsh
Title:     Senior VP

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]
Exhibit 10.3
Execution Version
Third Amendment to
Fourth Amended and Restated Credit Agreement
This Third Amendment to Fourth Amended and Restated Credit Agreement (herein, this “Agreement”) is entered into as of November 6, 2023, by and among Delek Logistics Partners, LP, a Delaware limited partnership (the “MLP”), Delek Logistics Operating, LLC, a Delaware limited liability company (“Delek Operating”), Delek Marketing GP, LLC, a Delaware limited liability company (“Delek Marketing GP”), Delek Marketing & Supply, LP, a Delaware limited partnership (“Delek Marketing”), Delek Crude Logistics, LLC, a Texas limited liability company (“Delek Crude”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek Big Sandy”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA Gathering”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), DKL Rio, LLC, a Delaware limited liability company (“DKL Rio”), DKL Caddo, LLC, a Delaware limited liability company (“DKL Caddo”), Delek Logistics Finance Corp., a Delaware corporation (“Delek Finance”), DKL Big Spring, LLC, a Delaware limited liability company (“DKL Big Spring”) (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Rio, DKL Caddo, Delek Finance, and DKL Big Spring are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the Guarantors party hereto, the Lenders party hereto and Fifth Third Bank, National Association, as Administrative Agent (the “Administrative Agent”).
Recitals:
A.    The Borrowers, the Guarantors, the Lenders party thereto, the Administrative Agent, Bank of America, N.A., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as Co-Syndication Agents, and Barclays Bank PLC, U.S. Bank National Association, Regions Bank, and Truist Bank, as Co-Documentation Agents, are party to a Fourth Amended and Restated Credit Agreement dated as of October 13, 2022 (as such agreement may be amended, modified, restated, or supplemented from time to time, the “Credit Agreement”).
B.    The Borrowers have requested, and the Lenders have agreed, subject to the terms and conditions set forth below, to amend certain provisions of the Credit Agreement.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms; Effective Date. This Agreement shall constitute a Loan Document, and the Recitals shall be construed as part of this Agreement. Each capitalized term used but not otherwise defined herein, including capitalized terms used in the introductory paragraph hereof and the Recitals, has the meaning assigned to it in the Credit Agreement. Without limiting the foregoing, “Effective Date” means November 6, 2023.
Section 2.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be, and hereby is, amended as follows:
(a)The definition of “Term Loan Maturity Date” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:
““Term Loan Maturity Date” means the earlier of (a) April 15, 2025, and (b) the date that is 180 days prior to the earliest maturity date of any Permitted Note Indebtedness.”
(b)Section 2.7(a) of the Credit Agreement is hereby amended and restated as follows:


“(a) Scheduled Payments of Term Loans. The Borrowers shall make principal payments on the Term Loans in installments on the last Business Day of each March, June, September, and December in each year, commencing with the calendar quarter ending December 31, 2023 (unless any such day is not a Business Day, in which event such payment is due on the immediately preceding Business Day), with the amount of each such principal installment then due equal to $7,500,000; it being further agreed that a final payment comprised of all principal and interest not sooner paid on the Term Loans, shall be due and payable on the Term Loan Maturity Date. Each principal payment on the Term Loans shall be applied to the Lenders holding the Term Loans pro rata based upon their Term Loan Percentages.”
Section 3.Conditions Precedent. This Agreement shall become effective as of the Effective Date upon satisfaction of all of the conditions set forth in this Section 3 to the satisfaction of Administrative Agent:
(a)The Administrative Agent shall have received this Agreement executed and delivered by each of the Borrowers and by the Lenders.
(b)No Default or Event of Default shall exist as of the Effective Date.
(c)The Administrative Agent shall have received (i) a certificate from each Loan Party’s Secretary, Assistant Secretary, Chief Financial Officer, or other officer acceptable to the Administrative Agent (x) attaching thereto the Organization Documents which are true and complete copies as in effect on the date thereof, (y) attaching thereto resolutions of each Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on such Loan Party’s behalf, all certified in each instance by its Secretary, Assistant Secretary, Chief Executive Officer or other officer acceptable to the Administrative Agent and (z) attaching thereto a certificate of good standing, or nearest equivalent in the relevant jurisdiction, for each Loan Party (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable; (ii) UCC lien searches from the office of the secretary of state or other appropriate governmental department or agency of the state of its formation, incorporation or organization, as applicable, in respect of the Loan Parties in form and substance satisfactory to the Administrative Agent; and (iii) a legal opinion of counsel to the Loan Parties in form and substance satisfactory to the Administrative Agent.
(d)The Administrative Agent shall have received the fees as set forth in that certain engagement letter dated as of November 6, 2023, between the Borrowers’ Agent and the Administrative Agent.
Section 4.Conditions Subsequent. Within ninety (90) days following the date of this Agreement (or such later date as agreed to by the Administrative Agent and its reasonable discretion) the applicable Loan Parties shall have received the below items in Sections 4(a) and (b). The Loan Parties acknowledge and agree that any failure by the Loan Parties to perform or comply with any terms or conditions contained in this Section 4 shall constitute an immediate “Event of Default” under the Credit Agreement.
(a)The Administrative Agent shall have received executed amendments to the Deeds of Trust, in each case, in form and substance (i) reasonably satisfactory to the Administrative Agent, which shall be filed for record in the relevant record’s offices, and (ii) satisfactory to the title company to permit it to issue the date down endorsements referenced in Section 4(b) below.
2

(b)The Administrative Agent shall have received, to the extent confirmed by the title company to be available for issuance, date down endorsements, or such similar endorsement as is available in the applicable state in which the applicable Mortgaged Property is located, with respect to each lender’s title policy with respect to each Deed of Trust, in each case, in form and substance reasonably satisfactory to the Administrative Agent.
Section 5.Acknowledgement of Liens. Each Borrower hereby acknowledges, confirms and agrees that the Administrative Agent has a valid, enforceable and perfected lien upon and first-priority security interest in (subject only to Permitted Liens) the Collateral granted to the Administrative Agent pursuant to the Loan Documents, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations and liabilities which would be secured thereby prior to giving effect to this Agreement.
Section 6.Representations and Warranties of Borrowers. To induce the Lenders to enter into this Agreement, each Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the L/C Issuers that, as of the Effective Date: (a) immediately after giving effect to this Agreement, no representation or warranty of such Borrower in any Loan Document, including this Agreement, shall be untrue or incorrect (or, in the case of any representation or warranty not qualified as to materiality, untrue and incorrect in any material respect) as of the Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case they are true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date, (b) no Default or Event of Default exists and is continuing, or would result herefrom, and (c) such Borrower has the power and authority to execute, deliver and perform this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement.
Section 7.Affirmation of Guarantors. Each Guarantor hereby confirms that, after giving effect to this Agreement, each Loan Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability). The Guarantors acknowledge and agree that (a) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of the Guarantors to any future waiver, consent or amendment to the Credit Agreement, and (b) the Lenders are relying on the assurances provided herein in entering into this Agreement and maintaining credit outstanding to the Borrowers.
Section 8.Miscellaneous.
(a)Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers, and their respective successors and assigns. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers with respect to the transactions contemplated hereby and there shall be no third-party beneficiaries of any of the terms and provisions of this Agreement.
(b)Entire Agreement. This Agreement, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof. Except as specifically consented to by the Lenders hereby, all of the terms and conditions set forth in the Credit Agreement shall stand and remain unchanged and in full force and effect.
(c)Fees and Expenses. The Borrowers agree to pay promptly following demand all reasonable costs and out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other documents being executed and delivered in connection herewith and the transactions contemplated hereby.
3

(d)Headings. Section and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
(e)Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
(f)Conflict of Terms. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Agreement shall govern and control.
(g)Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Agreement by facsimile transmission or by e-mail transmission of a portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.
(h)Governing Law; Waiver of Jury Trial. The provisions contained in Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.20 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Agreement rather than the Credit Agreement.
[Signature Pages to Follow]

4

In Witness Whereof, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first set forth above.
“Borrowers”
DELEK LOGISTICS PARTNERS, LP

By:    Delek Logistics GP, LLC,
    its General Partner


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President and Chief Financial Officer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]

DELEK MARKETING & SUPPLY, LP
    By: Delek Marketing GP, LLC, its General     Partner
DELEK LOGISTICS OPERATING, LLC
DELEK MARKETING GP, LLC
DELEK CRUDE LOGISTICS, LLC
DELEK MARKETING-BIG SANDY, LLC
PALINE PIPELINE COMPANY, LLC
MAGNOLIA PIPELINE COMPANY, LLC
SALA GATHERING SYSTEMS, LLC
EL DORADO PIPELINE COMPANY, LLC
DKL TRANSPORTATION, LLC
DKL CADDO, LLC
DKL RIO, LLC
DKL BIG SPRING, LLC
DELEK LOGISTICS FINANCE CORP.


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President, Chief Financial Officer and Treasurer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President



[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


“Guarantors”

DKL PERMIAN GATHERING, LLC
DKL PIPELINE, LLC
DKL DELAWARE GATHERING, LLC
DKL DELAWARE HOLDING – NM, LLC
DKL DELAWARE OPERATING – NM, LLC
DKL DELAWARE MARKETING, LLC
DKL ENERGY – COTTONWOOD, LLC
DKL ENERGY – LYNCH, LLC
DKL FIELD SERVICES, LLC
DKL G&P SOLUTIONS, LLC
DKL HAT MESA II – NM, LLC
DKL NEPTUNE RECYCLING, LLC


By: /s/ Reuven Spiegel    
    Name:      Reuven Spiegel
    Title:     Executive Vice President, Chief Financial Officer and Treasurer


By: /s/ Odely Sakazi    
    Name:     Odely Sakazi
    Title:     Senior Vice President





[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]

“Administrative Agent”
Fifth Third Bank, National Association, as Administrative Agent
By:    /s/ Jonathan H. Lee                
Name: Jonathan H. Lee
Title: Managing Director
[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]

“Lenders”

Fifth Third Bank, National Association, as a Lender

By:    /s/ Jonathan H. Lee                
Name:     Jonathan H. Lee
Title:     Managing Director


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


MUFG Bank, Ltd., as a Lender

By:    /s/ Todd Vaubel                    
Name:     Todd Vaubel
Title:     Authorized Signatory


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Royal Bank of Canada, as a Lender

By:    /s/ Michael Sharp                
Name:     Michael Sharp
Title:     Authorized Signatory

[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


CITIZENS BANK, N.A., as a Lender

By:    /s/ Scott Donaldson                
Name:     Scott Donaldson
Title:     Senior Vice President

[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Wells Fargo Bank, N.A., as a Lender

By:    /s/ Brandon Kast                
Name: Brandon Kast
Title: Director

[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]

Bank of America, N.A., as a Lender

By:    /s/ Patrice Futrell                
Name:     Patrice Futrell
Title:    Vice President


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


PNC Bank, National Association, as a Lender

By:    /s/ Kyle T. Helfrich                
Name:     Kyle T. Helfrich
Title:    Senior Vice President


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Barclays Bank PLC, as a Lender

By:    /s/ Sydney G. Dennis                
Name:     Sydney G. Dennis
Title:    Director


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


U.S. Bank National Association, as a Lender

By:    /s/ Edward B. Hanson                
Name:     Edward B. Hanson
Title:    Senior Vice President


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Truist Bank, as a Lender

By:    /s/ FARHAN IQBAL                
Name:     FARHAN IQBAL
Title:    Director


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Regions Bank, as a Lender

By:    /s/ David Valentine                
Name:     David Valentine
Title:    Managing Director


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Bank Hapoalim B.M., as a Lender

By:    /s/ Salvatore Demma                
Name:     Salvatore Demma
Title:    FVP


By:    /s/ Itai Guttman                    
Name:     Itai Guttman
Title:    AVP

[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


First Horizon Bank, as a Lender

By:    /s/ Jeffrey Flagg                    
Name:     Jeffrey Flagg
Title:    Senior Vice President


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Israel Discount Bank of New York, as a Lender

By:    /s/ Zahi Levy                    
Name:     Zahi Levy
Title:    SVP


By:    /s/ Mali Golan                    
Name:     Mali Golan
Title:    FVP



[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Raymond James Bank, N.A., as a Lender

By:    /s/ Mark Specht                    
Name:     Mark Specht
Title:    Vice President


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


HSBC Bank USA, N.A., as a Lender

By:    /s/ Chase Gavin                    
Name:     Chase Gavin
Title:    SVP


[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]


Trustmark National Bank, as a Lender
By:    /s/ Richard Marsh                
Name:     Richard Marsh
Title:    Senior VP



[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]

Beal Bank USA, as a Lender
By:    /s/ Damien Reynolds                
Name:     Damien Reynolds
Title:    Authorized Signatory

[Signature Page to Third Amendment to Fourth Amended and Restated Credit Agreement]
Exhibit 10.4

EXECUTION VERSION
PROMISSORY NOTE
(Revolving Facility)
November 6, 2023
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, DELEK LOGISTICS PARTNERS, LP (the “Borrower”), hereby unconditionally promises to pay to the order of DELEK US HOLDINGS, INC. or its permitted assigns (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of all Advances (as defined below) the Noteholder has disbursed to the Borrower pursuant to Section 2.2(a), together with all accrued interest thereon, as provided in this Promissory Note (the “Note”).
1.Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.
“Advance” means any Tranche A Advances and/or Tranche B Advances.
“Borrower” has the meaning set forth in the introductory paragraph.
“Borrowing Notice” has the meaning set forth in Section 2.2(a).
“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York are authorized or required by law to close.
“Change of Control” means any of the following events or conditions: (a) the General Partner shall cease to be the sole general partner of the Borrower; (b) Delek US Holdings, Inc. shall cease, directly or indirectly, to own and control legally and beneficially at least 51% of the voting stock in the General Partner; (c) either (x) Delek US Holdings, Inc. shall cease to be able, directly or indirectly, to appoint a majority of the members of the board of directors (or similar governing body) to the General Partner or (y) failure of the majority of the board of directors (or similar governing body) of the General Partner to be comprised of directors directly or indirectly appointed by Delek US Holdings, Inc.
“Commitments” means the Tranche A Commitments and the Tranche B Commitments.
“Commitment Period” means the period from the Effective Date to the Maturity Date.
“Damages” means all damages, including punitive damages, liabilities, costs, expenses, losses, judgments, diminutions in value, fines, penalties, demands, claims, cost recovery actions, lawsuits, administrative proceedings, orders, response action, removal and remedial costs, compliance costs, investigation expenses, consultant fees, attorneys’ and paralegals’ fees and litigation expenses.
“Debtor Relief Law” means the United States Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America.
“Default” means any of the events specified in Section 9 that constitute an Event of Default or that, upon the giving of notice, the lapse of time, or both, pursuant to Section 6, would, unless cured or waived, become an Event of Default.
“Delek Finance” means Delek Logistics Finance Corp., a Delaware corporation.
“DKL 2025 Senior Notes” means the Borrower’s 6.750% Senior Notes due 2025 issued in the original aggregate principal amount of $250,000,000 under that certain Indenture dated as of May 23, 2017, between the Borrower, Delek Finance and each of the subsidiaries of the Borrower party thereto (as in effect from time to time).
“DKL 2028 Senior Notes” means the Borrower’s 7.125% Senior Notes due 2028 issued in the original aggregate principal amount of $400,000,000 under that certain Indenture dated as of May 24,


2021, between the Borrower, Delek Finance and each of the subsidiaries of the MLP party thereto (as in effect from time to time).
“DKL Credit Agreement” means that certain Fourth Amended and Restated Credit Agreement dated October 13, 2022 among the Borrower, the other Borrowers party thereto from time to time, and Fifth Third Bank, National Association, as administrative agent (unless otherwise agreed, as in effect on the date hereof after giving effect to the First Amendment, Second Amendment and Third Amendment, each dated as of the date hereof).
“DKL Existing Indebtedness” means the DKL 2025 Senior Notes, the DKL 2028 Senior Notes and the DKL Credit Agreement, each as in effect from time to time.
“Effective Date” means November 6, 2023.
“Excluded Subsidiary” means all Foreign Subsidiaries of the Borrower, except each Foreign Subsidiary of any Borrower that the Borrower expressly designates in a non-revocable writing to the Noteholder as not constituting an Excluded Subsidiary.
“Event of Default” has the meaning set forth in Section 9.
“Fifth Third” mean, Fifth Third Bank, National Association, in its capacity as administrative agent under the DKL Credit Agreement.
“Foreign Subsidiary” means each Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia.
“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.
“General Partner” means Delek Logistics GP, LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Partnership Agreement and this Agreement).
“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.
“Indemnitee” has the meaning set forth in Section 11.14.
“Interest Period” means, for any Advance, the period commencing on the date of such Advance and ending on the numerically corresponding date one or three months thereafter.
“Law” as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Legal Requirement” means any treaty, convention, statute, law, regulation, rule, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority.
“Material Adverse Effect” means a material adverse change in, or material adverse effect upon, (a) the business, property, or financial condition of the Borrower and its subsidiaries taken as a whole, (b)
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the ability of the Borrower to perform its material obligations under this Note or (c) the legality, validity, binding effect or enforceability against the Borrower of this Note and the rights and remedies of the Noteholder hereunder.
“Maturity Date” means June 30, 2028.
“MLP Partnership Agreement” means means that Second Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated as of August 13, 2020, between the General Partner, Holdings and the other parties thereto.
“Note” has the meaning set forth in the introductory paragraph.
“Noteholder” has the meaning set forth in the introductory paragraph.
“Obligations” means all obligations of the Borrower to pay principal and interest on the Advances (including any interest that accrues after the commencement of an insolvency proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding), all fees and charges payable hereunder, and all other payment obligations of the Borrower or any Guarantor arising under or in relation to this Note, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, including all interest costs, fees and charges after commencement of any insolvency proceeding regardless of whether allowed or allowable in whole or in part as a claim in such insolvency proceeding.
“Parties” has the meaning set forth in the introductory paragraph.
“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.
“Related Parties” means, with respect to any Person, such Person’s affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s affiliates.
“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator) on the administrator’s website (or any successor source for the secured overnight financing rate identified as such by the administrator) at approximately 2:30 p.m. (Central time) on the immediately succeeding Business Day.
“Solvent” means, when used with respect to any Person, that, as at any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise” as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Subordination Provisions” means, the contracted subordination provisions, including subordination in right of payment to prior payment of “Obligations”, “Hedging Liability” and “Bank
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Product Liability” (each as defined in the DKL Credit Agreement), as approved in writing by Fifth Third in its reasonable discretion, required for the Tranche B Advances to be considered “Subordinated Debt” pursuant to the relevant terms and conditions of the DKL Credit Agreement, and which subordination provisions may contain restrictions on enforcement, restrictions on payment, subordination terms, and other material terms that are acceptable in form and substance to Fifth Third.
“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding voting stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of the Borrower or of any of its direct or indirect Subsidiaries.
“Term SOFR” means, with respect to any Advance for any Interest Period, the forward-looking SOFR rate administered by CME Group, Inc. (or other administrator selected by the Noteholder (in consultation with the Borrowers)) and published on the applicable Bloomberg LP screen page (or such other commercially available source providing such quotations as may be selected by the Noteholder (in consultation with the Borrowers)), fixed by the administrator thereof two (2) Business Days prior to the commencement of the applicable Interest Period (provided, however, if Term SOFR is not published for such Business Day, then Term SOFR shall be determined by reference to the immediately preceding Business Day on which such rate is published), all as determined by the Noteholder in accordance with this Note and the Noteholder’s procedures periodically in effect.
“Tranche A Commitments” means $55,000,000.
“Tranche A Advances” means any advance made by the Noteholder pursuant to Section 2.1(a).
“Tranche B Commitments” means $15,000,000.
“Tranche B Advances” means any advance made by the Noteholder pursuant to Section 2.1(b).
2.DISBURSEMENT MECHANICS.
2.1Commitment.
(a)Subject to Section 2.2, the Noteholder may make available to the Borrower one or more Tranche A Advances on any date during the Commitment Period in an aggregate principal amount for all such Advances not to exceed the Tranche A Commitments.
(b)Subject to Section 2.2, the Noteholder may make available to the Borrower one or more Tranche B Advances on any date during the Commitment Period in an aggregate principal amount for all such Advances not to exceed the Tranche B Commitments.
2.2Conditions to Advances.
(a)As a condition to the disbursement of any Advance, the Borrower shall, at least three Business Days prior to the requested disbursement date (or such shorter period as the Noteholder may reasonably agree), deliver to the Noteholder a written notice (the “Borrowing Notice”) setting out (a) the amount of the Advance, (b) the date on which the Advance is to be disbursed and (c) the Interest Period for such Advance. Upon receipt of the Borrowing Notice, the Noteholder shall make available to the Borrower on the disbursement date the amount set out in the notice in immediately available funds.
(b)At the time of each Advance hereunder:
(i)each of the representations and warranties set forth herein shall be and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such time, except to the extent the same expressly relate to an earlier
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date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date);
(ii)no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Advance;
(iii)after giving effect to any requested extension of credit, the aggregate principal amount of all Advances under this Agreement shall not exceed the aggregate Commitments;
(iv)the Noteholder shall have received the notice required by Section 2.2(a);
(v)in the case of a Tranche B Advance, the aggregate amount of the Tranche A Advances outstanding shall equal the amount of the Tranche A Commitments; and
(vi)in the case of a Tranche B Advance, the Subordination Provisions with respect to the Tranche B Advances are in full force and effect and the material terms of this Note applicable to the Tranche B Advances, including any interest rates, payment terms, maturities, amortization schedules, covenants, defaults, and remedies, have been acknowledged in writing by Fifth Third as being acceptable in form and substance to Fifth Third.
3.Principal Payment Dates; Prepayments.
3.1Payment Dates. The aggregate unpaid principal amount of all outstanding Advances, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the Maturity Date, unless otherwise provided in Section 10.
3.2Mandatory Prepayment.
(a)Upon the occurrence of a Change of Control, including, without limitation, any acquisition by the Borrower that results in the Noteholder’s direct or indirect ownership in each of (i) the General Partner being less than 50.1% of the voting equity of the General Partner and (ii) the common units of the Borrower being less than 50.1% of the outstanding common units of the Borrower, then the Borrower shall repay any outstanding Advances, together with accrued interest thereon to the date (and including) of prepayment.
(b)In the event the Borrower amends or refinances any of the Borrower’s Indebtedness under the DKL Credit Agreement, the DKL 2025 Senior Notes or the DKL 2028 Senior Notes (except for a full or partial refinancing from proceeds under this Note), then, at the election of the Noteholder, the Borrower shall repay any outstanding Advances together with accrued interest thereon to the date (and including) of prepayment on the date of consummation of such change; provided, that, for the avoidance of doubt, any amendments to the DKL Credit Agreement entered into on the date hereof shall not cause such prepayment.
3.3Optional Prepayments. The Borrower may prepay the Advances in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date (and including) of prepayment. Subject to the terms, conditions and limitations set forth in this Agreement, any Advances so prepaid may be reborrowed from time to time.
4.Interest.
4.1Interest Rate.
(a)Except as otherwise provided herein, the outstanding principal amount of all Tranche A Advances made hereunder shall bear interest during each Interest Period at Term SOFR plus 3.00% from the date such Tranche A Advance was made until the Tranche A Advances are paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.
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(b)Except as otherwise provided herein, the outstanding principal amount of all Tranche B Advances made hereunder shall bear interest during each Interest Period at Term SOFR plus 3.00% from the date such Tranche B Advance was made until the Tranche B Advances are paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.
4.2Interest Payment Dates. Interest shall be payable in arrears to the Noteholder on the last day of each Interest Period except as otherwise provided herein.
4.3Computation of Interest. All computations of interest shall be made on the basis of 365 or 366 days, as the case may be and the actual number of days elapsed. Interest shall accrue on each Advance on the day on which such Advance is made, and shall not accrue on any Advance for the day on which it is paid.
4.4Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on any Advance shall exceed the maximum rate of interest permitted to be charged by the Noteholder to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law.
5.Payment Mechanics.
5.1Manner of Payments. All payments of interest and principal shall be made in lawful money of the United States of America no later than 12:00 PM (Central time) on the date on which such payment is due by wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder in writing to the Borrower from time to time.
5.2Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under the Note.
5.3Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.
5.4Evidence of Debt. The Noteholder is authorized to record on the grid attached hereto as Exhibit A each Advance made to the Borrower and each payment or prepayment thereof. The entries made by the Noteholder shall, to the extent permitted by applicable Law and absent manifest error, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Noteholder to record such payments or prepayments, or any inaccuracy therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Advances in accordance with the terms of this Note.
5.5Rescission of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, the Borrower’s obligation to make such payment shall be reinstated as though such payment had not been made.
6.Guaranties. The payment and performance of the Obligations hereunder of the Borrower shall at all times (but subject to Section 8.5) be jointly and severally guaranteed by each direct and indirect Subsidiary (other than Excluded Subsidiaries) of the Borrower (each Borrower and each such Subsidiary executing and delivering this Agreement as a Guarantor, if any, together with any Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 12, a “Guarantor” and collectively, the “Guarantors”); pursuant to one or more guaranty agreements in form and substance acceptable to the Noteholder, including the guarantee set forth in Section 12 (individually a “Guaranty” and collectively the “Guaranties”).

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7.Representations and Warranties.
7.1Organization and Qualification. The Borrower (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) is in good standing under the laws of the jurisdiction of its organization, (c) has the power and authority to own its property and to transact the business in which it is engaged and proposes to engage and (d) is duly qualified and in good standing in each jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except, in each case of clauses (c) and (d), where the same could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.
7.2Authority and Enforceability. The Borrower has the power and authority to enter into this Agreement, to make the borrowings herein provided for and to perform all of its obligations hereunder. The Borrower’s entry into this Note has been duly authorized by proper corporate and/or other organizational proceedings, and constitutes a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws effecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Note does not, nor does the performance or observance by the Borrower of any of the matters and things herein provided for, including the incurrence of indebtedness hereunder, (a) violate any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any provision of the organization documents of the Borrower or (b) violate any material covenant, material indenture or material agreement of or affecting the Borrower or any of its property.
7.3Consideration. This Note promotes and furthers the financial interests of the Borrower and the creation of the Obligations hereunder will result in direct financial benefit to the Borrower.
7.4No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Borrower to execute, deliver, or perform any of its obligations under this Note, except for those that have been obtained and are in full force and effect.
7.5Material Adverse Effect. Since December 31, 2022, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
7.6Litigation and Other Controversies. There is no litigation, arbitration or governmental proceeding (including before Federal Energy Regulatory Commission or any state regulatory authority) pending or, to the knowledge of the General Partner, the Borrower and any Subsidiary of the Borrower, threatened against the General Partner, any Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect.
7.7Solvency. The Borrower and the Guarantors, taken as a whole, are Solvent.
7.8No Default. No Default or Event of Default has occurred and is continuing.
8.Covenants.
8.1Preservation of Existence. The Borrower will, and will cause each of it Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, its franchises, authority to do business, licenses, patents, trademarks, copyrights and other proprietary rights; provided, however, that nothing in this Section 8.1 shall prevent, to the extent permitted herein, sales of assets by any Borrower or any of its Subsidiaries, the dissolution or liquidation of any Subsidiary of any Borrower, or the merger or consolidation between or among the Subsidiaries of any Borrower.
8.2Notice of Default or Litigation. The Borrower will furnish to the Noteholder, promptly, and in any event within seven Business Days after any officer of the Borrower or the General Partner obtains knowledge thereof, (i) notice of the occurrence of any event which constitutes a Default or an
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Event of Default or any other event which could reasonably be expected to have a Material Adverse Effect, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower propose to take with respect thereto or (ii) notice of the commencement of, or written threat of, or any significant adverse development in, any litigation, labor controversy, arbitration or governmental proceeding pending against the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
8.3Compliance with Laws. Each Borrower shall, and shall cause each Subsidiary to, comply in all respects with the requirements of all laws, rules, regulations, ordinances and orders of any Governmental Authority applicable to such Borrower’s or any of its Subsidiaries’ property or business operations of any Governmental Authority, where any such non-compliance, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
8.4Use of Proceeds. All proceeds of the Advances shall be used by the Borrowers for working capital purposes and other general corporate purposes of the Borrower.
8.5Further Assurances. In the event any Borrower or any Subsidiary forms or acquires any other Subsidiary (other than an Excluded Subsidiary) after the Effective Date, such Borrower or Subsidiary shall, within thirty (30) days (or such longer time period as the Noteholder may permit in its sole discretion) of any such formation or acquisition, cause such newly formed or acquired Subsidiary to execute an Additional Guarantor Supplement and such other documents as the Noteholder reasonably request.
9.Events of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:
9.1Failure to Pay. The Borrower fails to pay (a) any principal amount of the Advances when due or (b) interest or any other amount when due and such failure continues for five (5) Business Days.
9.2Cross-Defaults. The Borrower fails to pay any principal when due in respect of any indebtedness aggregating $50,000,000 (other than indebtedness arising under this Note), including, but not limited to, the DKL Existing Indebtedness, or any interest or premium thereon, when due (whether by scheduled maturity, acceleration, demand, or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such material indebtedness.
9.3Bankruptcy. The occurrence of any of the following:
(a)the Borrower or any Guarantor commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Guarantor makes a general assignment for the benefit of its creditors;
(b)there is commenced against the Borrower or any Guarantor any case, proceeding, or other action of a nature referred to in Section 9.3(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of sixty (60) days;
(c)there is commenced against the Borrower or any Guarantor any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within ninety (90) days from the entry thereof;
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(d)the Borrower or any Guarantor takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 9.3(a) , Section 9.3(b), or Section 9.3(c) above; or
(e)the Borrower or any Guarantor is generally not, or shall be unable to, or admits in writing its inability to, pay its debts as they become due.
9.4Judgments. (i) One or more judgments or decrees in an aggregate amount in excess of $50,000,000 (except to the extent fully and unconditionally covered by insurance pursuant to which the insurer has accepted liability therefor in writing and except to the extent fully and unconditionally covered by an appeal bond, for which the Borrower has established in accordance with GAAP a cash or cash equivalent reserve in the amount of such judgment or decree) shall be entered against the Borrower or any Guarantor and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof or (ii) any Borrower or any Guarantor fail within 30 days to discharge one or more non-momentary judgments or orders, which in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued.
9.5Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower to the Noteholder herein is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.
9.6Breach of Covenants. The Borrower fails to observe or perform any covenant or agreement contained in this Note (except as otherwise set forth in this Section 9) and, except for a breach of Section 8.1, such failure is not remedied within 30 days after the earlier of (i) the date on which such default shall first become known to any officer of the Borrower or (ii) written notice of such default is given to the Borrower by the Noteholder.
10.Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option, by written notice to the Borrower (a) terminate its commitment to make any Advances hereunder; (b) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (c) exercise any or all of its rights, powers or remedies under applicable Law; provided, however, that if an Event of Default described in Section 9.3 shall occur, the principal of and accrued interest on the Advances shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder.
11.Miscellaneous.
11.1Governing Law; Subordination Provisions.
(a)Governing Law. This Note, and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note, and the transactions contemplated hereby shall be governed by the laws of the State of New York.
(b)Subordination Provisions. The terms and conditions of this Note will be deemed automatically amended to the extent required to make the applicable terms and conditions set forth in the Subordination Provisions (set forth in an agreement executed by the Borrower, the Noteholder and Fifth Third) consistent with the terms and conditions of this Note.
11.2Submission to Jurisdiction. 
(a)Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Noteholder or any Related Party or any other party hereto of the foregoing in any way relating to this Note or the transactions relating hereto or thereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any
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thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements.
(b)Nothing in this Section 11.2 shall affect any right that the Noteholder may otherwise have to bring any action or proceeding relating to this Note against the Borrower or its properties in the courts of any jurisdiction (1) for the purposes of enforcing a judgment or (2) to the extent the courts referred to in the preceding sentence do not have jurisdiction over such legal action or proceeding or the parties or property subject thereto. Nothing in this Section 11.2 shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.
11.3Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 11.2 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
11.4Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.
11.5Counterparts; Integration; Effectiveness. This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note.
11.6Successors and Assigns. No Party may assign or transfer this Note or any of its rights or obligations hereunder without the prior written consent of the other Party hereto. This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.
11.7Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, and diligence in taking any action to collect sums owing hereunder.
11.8Amendments and Waivers. No term of this Note may be waived, modified, or amended except by an instrument in writing signed by both of the Parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
11.9Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.
11.10No Waiver; Cumulative Remedies. No failure to exercise, and no delay in exercising on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.
11.11Electronic Execution. The words “execution,” “signed,” “signature,” and words of similar import in the Note shall be deemed to include electronic or digital signatures or the keeping of
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records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act.
11.12Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
11.13Interpretation. Any terms that are defined herein by reference to the DKL Credit Agreement shall have the meaning given to such term in the DKL Credit Agreement as of the Effective Date without giving effect to any amendments, restatements, supplements or other modifications agreed to after the Effective Date.
11.14Indemnification. The Borrower shall indemnify the Noteholder (and any agent thereof) and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Damages (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee (excluding the allocated costs of in-house counsel and regulatory counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Indemnitee))), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any Guarantor other than such Indemnitee and its Related Parties) arising out of, in connection with, or as a result of (i) the execution or delivery of this Note or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Guarantor, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower or any Guarantor against an Indemnitee for breach of such Indemnitee’s obligations hereunder, if the Borrower or such Guarantor has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of their respective affiliates and is brought by an Indemnitee against another Indemnitee. This Section 11.14 shall not apply with respect to taxes other than any taxes that represent losses or damages arising from any claim not related to any such taxes.
12.The Guarantees.
12.1The Guarantees. To induce the Noteholder to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and the Advances and for other good and valuable consideration, receipt of which is hereby acknowledged, each Borrower and each Subsidiary of the Borrowers party hereto (including any Subsidiary executing an Additional Guarantor Supplement substantially in the form attached hereto as Exhibit B or such other form reasonably acceptable to the Noteholder and the Borrower (herein, an “Additional Guarantor Supplement”)), hereby unconditionally and irrevocably guarantees jointly and severally to the Noteholder, the due and punctual payment of all present and future Obligations, including, but not limited
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to, the due and punctual payment of principal of and interest on the Advances and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under this Note, as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges reimbursable hereunder after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations guaranteed hereby, each Guarantor hereby unconditionally, jointly and severally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor.
12.2Guarantee Unconditional. The obligations of each Guarantor under this Section 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:
(a)any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or other obligor or of any other guarantor under this Note or by operation of law or otherwise;
(b)any modification or amendment of or supplement to this Note;
(c)any change in the corporate existence, structure, or ownership of, or any proceeding under any Debtor Relief Law affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in this Note;
(d)the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may have at any time against the Noteholder or any other Person, whether or not arising in connection herewith;
(e)any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower or other obligor, any other guarantor, or any other Person or property;
(f)any application of any sums by rights of set-off, counterclaim or similar rights to any obligation of any Borrower or other obligor, regardless of what obligations of the Borrower or other obligor remain unpaid, including the Obligations ;
(g)any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any reason of this Note or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Advance or any other amount payable under this Note; or
(h)any other act or omission to act or delay of any kind by the Noteholder or any other Person or any other circumstance whatsoever that might, but for the provisions of this clause (h), constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 12.
12.3Discharge Only upon Payment in Full in Cash; Reinstatement in Certain Circumstances. Each Guarantor’s obligations under this Section 12 shall remain in full force and effect until the Commitments are terminated and the principal of and interest on the Advances and all other Obligations payable by the Borrower and the Guarantors under this Note (other than any contingent or indemnification obligations not then due) shall have been paid in full in cash. If at any time any payment of the principal of or interest on any Advance or any other amount payable by the Borrower or other obligor or any Guarantor under this Note is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or other obligor or of any guarantor, or
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otherwise, each Guarantor’s obligations under this Section 12 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.
12.4Subrogation. Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation by any payment made hereunder, or otherwise, until all the Obligations (other than any contingent or indemnification obligations not then due) shall have been paid in full or subsequent to the termination of all the Commitments. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (a) the payment in full of the Obligation and all other amounts payable by the Borrower hereunder (other than any contingent or indemnification obligations not then due) and (b) the termination of the Commitments, such amount shall be held in trust for the benefit of the Noteholder and shall forthwith be paid to the Noteholder or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this Note.
12.5Subordination. Each Guarantor hereby subordinates the payment of all indebtedness, obligations, and liabilities of the Borrower or any other Guarantor owing to such Guarantor, whether now existing or hereafter arising, to the payment in full in cash of all Obligations (other than any contingent obligations not due and owing). During the existence of any Event of Default, subject to Section 12.4 above, any such indebtedness, obligation, or liability of the Borrower or any other Guarantor owing to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the benefit of the holders of the Obligations and the proceeds thereof shall be paid over to the Noteholder for application to the Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Guarantor under this Section 12.
12.6Waivers. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by the Noteholder or any other Person against the Borrower or other obligor, another guarantor, or any other Person.
12.7Limit on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 12 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 12 void or avoidable under applicable law, including fraudulent conveyance law.
12.8Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other obligor under this Note is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or such obligor, all such amounts otherwise subject to acceleration under the terms of this Note shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Noteholder.
12.9Benefit to Guarantors. The Borrower and the Guarantors are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of the Borrowers has a direct impact on the success of each Guarantor. Each Guarantor will derive substantial direct and indirect benefit from the extensions of credit hereunder.
12.10Guarantor Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

[signature page follows]
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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first written above.

BORROWER:

DELEK LOGISTICS PARTNERS, LP
By:    Delek Logistics GP, LLC, its General Partner

By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President and Chief Financial Officer

By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President




[Signature Page to Promissory Note]

GUARANTORS:

DELEK MARKETING & SUPPLY, LP
BY: Delek Marketing GP, LLC, its General Partner

DELEK LOGISTICS OPERATING, LLC
DELEK MARKETING GP, LLC
DELEK CRUDE LOGISTICS, LLC
DELEK MARKETING-BIG SANDY, LLC
PALINE PIPELINE COMPANY, LLC
MAGNOLIA PIPELINE COMPANY, LLC
SALA GATHERING SYSTEMS, LLC
EL DORADO PIPELINE COMPANY, LLC
DKL TRANSPORTATION, LLC
DKL CADDO, LLC
DKL RIO, LLC
DKL BIG SPRING, LLC
DELEK LOGISTICS FINANCE CORP.
DKL PERMIAN GATHERING, LLC


By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President and Chief Financial Officer and Treasurer

By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President













[Signature Page to Promissory Note]



DKL PIPELINE, LLC
DKL DELAWARE GATHERING, LLC
DKL DELAWARE HOLDING - NM, LLC
DKL DELAWARE OPERATING - NM, LLC
DKL DELAWARE MARKETING, LLC
DKL ENERGY – COTTONWOOD, LLC
DKL ENERGY – LYNCH, LLC
DKL FIELD SERVICES, LLC
DKL G&P SOLUTIONS, LLC
DKL HAT MESA II – NM, LLC
DKL NEPTUNE RECYCLING, LLC

By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer and Treasurer


By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President



[Signature Page to Promissory Note]



DELEK US HOLDINGS, INC.

By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President and Chief Financial Officer


By: /s/ Joseph Israel    
Name: Joseph Israel
Title: Executive Vice President, Operations
[Signature Page to Promissory Note]

EXHIBIT A
Advances
Date of AdvanceTranchePrincipal Amount of AdvanceApplicable RateAmount of Principal Paid





EXHIBIT B
Additional Guarantor Supplement
________________, ____
Delek US Holdings, Inc., as Noteholder, under that certain Promissory Note, dated as of November 6, 2023, made by Delek Logistics Partners, LP, as Borrower, and the Guarantors from time to time party thereto (the “Note”)
Ladies and Gentlemen:
Reference is made to the Note described above. Terms not defined herein which are defined in the Note shall have the meaning provided therein.
The undersigned, [name of Guarantor], a [jurisdiction of incorporation or organization] hereby elects to be a “Guarantor” for all purposes of the Note, effective from the date hereof. The undersigned confirms that the representations and warranties set forth in Section 7 of the Note are true and correct (or in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as to the undersigned to the extent applicable to it as of the date hereof and the undersigned shall comply with each of the covenants set forth in Section 8 of the Note applicable to it.
Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Note, including without limitation Section 12 thereof, to the same extent and with the same force and effect as if the undersigned were a signatory party thereto.
The undersigned acknowledges that this Additional Guarantor Supplement shall be effective upon its execution and delivery by the undersigned to the Noteholder and countersigned by the Noteholder. This Additional Guarantor Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations law).
[Name of Guarantor]
By:
Name:
Title:
Acknowledged and Agreed
Delek US Holdings, Inc., as Noteholder
By:
Name:
Title:

EXHIBIT 31.1
Certification by Principal Executive Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Avigal Soreq, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Delek Logistics Partners, LP;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:/s/Avigal Soreq
Avigal Soreq,
President
(Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
Dated: November 8, 2023


EXHIBIT 31.2
Certification by Chief Financial Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Reuven Spiegel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Delek Logistics Partners, LP;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:/s/ Reuven Spiegel
Reuven Spiegel,
Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
Dated: November 8, 2023


EXHIBIT 32.1

Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Delek Logistics Partners, LP (the “Partnership”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Avigal Soreq, President of Delek Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
By:/s/ Avigal Soreq
Avigal Soreq,
President
(Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
Dated: November 8, 2023
A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 32.2
Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Delek Logistics Partners, LP (the “Partnership”) on Form 10-Q for quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Reuven Spiegel, Executive Vice President and Chief Financial Officer of Delek Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
By:/s/ Reuven Spiegel
Reuven Spiegel,
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)
Dated: November 8, 2023
A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.


v3.23.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2023
Nov. 01, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 001-35721  
Entity Registrant Name DELEK LOGISTICS PARTNERS, LP  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 45-5379027  
Entity Address, Address Line One 310 Seven Springs Way  
Entity Address, Address Line Two Suite 500  
Entity Address, City or Town Brentwood  
Entity Address, State or Province TN  
Entity Address, Postal Zip Code 37027  
City Area Code 615  
Local Phone Number 771-6701  
Title of 12(b) Security Common Units Representing Limited Partnership Interests  
Trading Symbol DKL  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Common Stock, Shares, Outstanding   43,596,444
Entity Central Index Key 0001552797  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 4,182 $ 7,970
Inventory 4,137 1,483
Other current assets 962 2,463
Total current assets 117,641 65,230
Property, plant and equipment:    
Property, plant and equipment 1,306,172 1,240,684
Less: accumulated depreciation (369,476) (316,680)
Property, plant and equipment, net 936,696 924,004
Equity method investments 241,937 257,022
Rights-of-way, net 58,047 55,990
Goodwill 27,051 27,051
Operating lease right-of-use assets 20,983 24,788
Other non-current assets 17,289 16,408
Total assets 1,709,464 1,679,299
Current liabilities:    
Current portion of long-term debt 15,000 15,000
Interest payable 16,889 5,308
Excise and other taxes payable 11,951 8,230
Current portion of operating lease liabilities 8,052 8,020
Accrued expenses and other current liabilities 5,483 6,202
Total current liabilities 85,364 106,218
Non-current liabilities:    
Long-term debt, net of current portion 1,726,429 1,646,567
Operating lease liabilities, net of current portion 9,228 12,114
Asset retirement obligations 9,862 9,333
Other non-current liabilities 17,733 15,767
Total non-current liabilities 1,763,252 1,683,781
Equity (Deficit):    
Total equity (deficit) (139,152) (110,700)
Total liabilities and deficit 1,709,464 1,679,299
Third Party    
Current assets:    
Accounts receivable 41,271 53,314
Current liabilities:    
Accounts payable 27,989 57,403
Affiliated Entity    
Current assets:    
Accounts receivable 67,089 0
Current liabilities:    
Accounts payable 0 6,055
Common- Public | Limited Partner    
Equity (Deficit):    
Total equity (deficit) 165,472 172,119
Common- Delek | Limited Partner    
Equity (Deficit):    
Total equity (deficit) (304,624) (282,819)
Customer relationships    
Property, plant and equipment:    
Intangibles, net 185,862 199,440
Marketing contract    
Property, plant and equipment:    
Intangibles, net $ 103,958 $ 109,366
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - Limited Partner - shares
Sep. 30, 2023
Dec. 31, 2022
Common - Public    
Common unitholders, issued (in units) 9,284,741 9,257,305
Common unitholders, outstanding (in units) 9,284,741 9,257,305
Common - Delek Holdings    
Common unitholders, issued (in units) 34,311,278 34,311,278
Common unitholders, outstanding (in units) 34,311,278 34,311,278
v3.23.3
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net revenues        
Revenues $ 275,824 $ 294,025 $ 766,260 $ 767,356
Cost of sales:        
Operating expenses (excluding depreciation and amortization presented below) 32,611 25,065 85,302 62,892
Depreciation and amortization 23,261 19,067 65,494 41,876
Total cost of sales 206,500 221,872 555,645 585,063
Operating expenses related to wholesale business (excluding depreciation and amortization presented below) 392 836 1,397 2,105
General and administrative expenses 5,545 11,959 19,666 30,826
Depreciation and amortization 1,324 473 3,923 1,421
Gain on disposal of assets (491) (132) (804) (120)
Total operating costs and expenses 213,270 235,008 579,827 619,295
Operating income 62,554 59,017 186,433 148,061
Interest expense, net 36,901 22,559 104,581 53,621
Income from equity method investments (9,296) (8,567) (22,897) (22,666)
Other income, net (3) (36) (24) (39)
Total non-operating expenses, net 27,602 13,956 81,660 30,916
Income before income tax expense 34,952 45,061 104,773 117,145
Income tax expense 127 387 685 793
Net income attributable to partners 34,825 44,674 104,088 116,352
Comprehensive income attributable to partners $ 34,825 $ 44,674 $ 104,088 $ 116,352
Net income per limited partner unit:        
Basic (in dollars per unit) $ 0.80 $ 1.03 $ 2.39 $ 2.68
Diluted (in dollars per unit) $ 0.80 $ 1.03 $ 2.39 $ 2.67
Weighted average limited partner units outstanding:        
Basic (in units) 43,588,316 43,485,779 43,578,636 43,477,801
Diluted (in units) 43,604,791 43,515,960 43,598,547 43,499,837
Cash distributions per limited partner unit (in dollars per unit) $ 1.045 $ 0.990 $ 3.105 $ 2.955
Affiliated Entity        
Net revenues        
Revenues [1] $ 156,411 $ 127,150 $ 414,403 $ 375,270
Cost of sales:        
Cost of materials and other [1] 115,149 124,714 298,262 374,329
Third Party        
Net revenues        
Revenues 119,413 166,875 351,857 392,086
Cost of sales:        
Cost of materials and other $ 35,479 $ 53,026 $ 106,587 $ 105,966
[1] See Note 3 for a description of our material affiliate revenue and purchases transactions.
v3.23.3
Condensed Consolidated Statements of Partners' Equity (Deficit) - USD ($)
$ in Thousands
Total
Limited Partner
Common - Public
Limited Partner
Common - Public
Public Stock Offering
Limited Partner
Common - Delek Holdings
Limited Partner
Common - Delek Holdings
Public Stock Offering
Beginning balance at Dec. 31, 2021 $ (103,992) $ 166,067   $ (270,059)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Cash distributions (128,030) (26,779)   (101,251)  
Net income attributable to partners 116,352 24,543   91,809  
Issuance of units 0   $ 5,110   $ (5,110)
Other 1,413 (30)   1,443  
Ending balance at Sep. 30, 2022 (114,257) 168,911   (283,168)  
Beginning balance at Jun. 30, 2022 (116,459) 168,611   (285,070)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Cash distributions (43,026) (9,229)   (33,797)  
Net income attributable to partners 44,674 9,430   35,244  
Other 554 99   455  
Ending balance at Sep. 30, 2022 (114,257) 168,911   (283,168)  
Beginning balance at Dec. 31, 2022 (110,700) 172,119   (282,819)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Cash distributions (134,374) (28,695)   (105,679)  
Net income attributable to partners 104,088 22,135   81,953  
Other 1,834 (87)   1,921  
Ending balance at Sep. 30, 2023 (139,152) 165,472   (304,624)  
Beginning balance at Jun. 30, 2023 (129,502) 167,760   (297,262)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Cash distributions (45,270) (9,757)   (35,513)  
Net income attributable to partners 34,825 7,412   27,413  
Other 795 57   738  
Ending balance at Sep. 30, 2023 $ (139,152) $ 165,472   $ (304,624)  
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net income $ 104,088 $ 116,352
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 69,417 43,297
Non-cash lease expense 7,407 13,584
Amortization of customer contract intangible assets 5,408 5,408
Amortization of deferred revenue (1,331) (1,332)
Amortization of deferred financing costs and debt discount 3,476 2,743
Income from equity method investments (22,897) (22,666)
Dividends from equity method investments 24,118 22,954
Other non-cash adjustments 2,312 1,784
Changes in assets and liabilities:    
Accounts receivable 21,430 (9,108)
Inventories and other current assets (2,290) 1,260
Accounts payable and other current liabilities (29,180) 18,875
Accounts receivable/payable to related parties (73,144) 108,747
Non-current assets and liabilities, net 1,816 (4,416)
Net cash provided by operating activities 110,630 297,482
Cash flows from investing activities:    
Purchases of property, plant and equipment (58,564) (76,852)
Proceeds from sales of property, plant and equipment 1,036 143
Purchases of intangible assets (2,583) (4,702)
Business Combination, net of cash acquired 0 (625,413)
Distributions from equity method investments 4,477 1,737
Net cash used in investing activities (55,634) (705,087)
Cash flows from financing activities:    
Distributions to common unitholders - public (28,695) (26,779)
Distributions to common unitholders - Delek Holdings (105,679) (101,251)
Proceeds from revolving facility 304,500 966,300
Payments on revolving facility (213,800) (417,400)
Payments on term loan debt (11,250) 0
Deferred financing costs paid (1,669) (701)
Payments on financing lease liabilities (2,191) (1,911)
Net cash (used in) provided by financing activities (58,784) 418,258
Net (decrease) increase in cash and cash equivalents (3,788) 10,653
Cash and cash equivalents at the beginning of the period 7,970 4,292
Cash and cash equivalents at the end of the period 4,182 14,945
Cash paid during the period for:    
Interest 89,524 37,890
Income taxes 20 43
Non-cash investing activities:    
Increase (decrease) in accrued capital expenditures and other 10,084 (1,019)
Non-cash financing activities:    
Non-cash lease liability arising from obtaining right of use assets during the period $ 4,764 $ 9,553
v3.23.3
Organization and Basis of Presentation
 3 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
General Organization and Basis of Presentation
As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole.
The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner"). On April 8, 2022, DKL Delaware Gathering, LLC, a subsidiary of the Partnership ("Delaware Gathering"), entered into a Membership Interest Purchase Agreement (the “3 Bear Purchase Agreement”) with 3 Bear Energy – New Mexico LLC (the “Seller”) to purchase 100% of the limited liability company interests in 3 Bear Delaware Holding – NM, LLC (“3 Bear”) (subsequently renamed to DKL Delaware Holding - NM, LLC), related to the Seller’s crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, in the Delaware Basin of New Mexico (the “Delaware Gathering Acquisition”). The Delaware Gathering Acquisition was completed on June 1, 2022 (the "Acquisition Date").
The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region. A substantial majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, El Dorado and Big Spring refineries.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on March 1, 2023 and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in our Annual Report on Form 10-K.
All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.
Reclassifications
Certain prior period amounts have been reclassified in order to conform to the current period presentation.
New Accounting Pronouncements Adopted During 2023
ASU 2023-03 , Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)
In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03, Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718) (“ASU 2023-03”). This ASU amends or supersedes various SEC paragraphs within the FASB Accounting Standards Codification to conform to past SEC announcements and guidance issued by the SEC. ASU 2023-03 does not provide any new guidance, so there is no transition or effective date. We adopted ASU 2023-03 in July 2023. There was no material impact on our condensed consolidated financial statements.
Accounting Pronouncements Not Yet Adopted
ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative
In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership is currently evaluating the provisions of the amendments and the impact on its future consolidated statements, but does not currently expect adopting this new guidance will have a material impact on its consolidated financial statements and related disclosures.
v3.23.3
Acquisitions
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Delaware Gathering (formerly 3 Bear)
We completed the Delaware Gathering Acquisition on June 1, 2022, in which we acquired crude oil and natural gas gathering, processing, and transportation and storage operations, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico. The purchase price for the Delaware Gathering Acquisition was $628.3 million. The Delaware Gathering Acquisition was financed through a combination of cash on hand and borrowings under the DKL Credit Facility.
For the three and nine months ended September 30, 2023, we incurred no incremental direct acquisition and integration costs. For the three and nine months ended September 30, 2022, we incurred $4.2 million and $10.6 million, respectively, in incremental direct acquisition and integration costs that principally consist of legal, advisory and other professional fees. Such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of income for these periods.
The Delaware Gathering Acquisition was accounted for using the acquisition method of accounting, whereby the purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their fair values. The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.
Determination of Purchase Price
The table below presents the purchase price (in thousands):
Base purchase price:$624,700 
Add: closing net working capital (as defined in the 3 Bear Purchase Agreement)
3,600 
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement)
(80,618)
Cash paid for the adjusted purchase price547,682 
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement)80,618 
Purchase price$628,300 
Purchase Price Allocation
The following table summarizes the final fair values of assets acquired and liabilities assumed in the Delaware Gathering Acquisition as of June 1, 2022 (in thousands):
Assets acquired:
Cash and cash equivalents$2,678 
Accounts receivables, net28,859 
Inventories1,836 
Other current assets986 
Property, plant and equipment382,799 
Operating lease right-of-use assets7,427 
Goodwill14,848 
Customer relationship intangible, net210,000 
Rights-of-way13,490 
Other non-current assets500
Total assets acquired663,423 
Liabilities assumed:
Accounts payable8,020 
Accrued expenses and other current liabilities22,382 
Current portion of operating lease liabilities1,029 
Asset retirement obligations2,261 
Operating lease liabilities, net of current portion1,431 
Total liabilities assumed35,123 
Fair value of net assets acquired$628,300 
The fair value of property, plant and equipment was based on the combination of the cost and market approaches. Key assumptions in the cost approach include determining the replacement cost by evaluating recently published data and adjusting replacement cost for physical deterioration, functional and economic obsolescence. We used the market approach to measure the value of certain assets through an analysis of recent sales or offerings of comparable properties.
The fair value of customer relationships was based on the income approach. Key assumptions in the income approach include projected revenue attributable to customer relationships, attrition rate, operating margins and discount rates.
The fair values discussed above were based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.
The fair values of all other current assets and payables were equivalent to their carrying values due to their short-term nature.
The goodwill recognized in the Delaware Gathering Acquisition is primarily attributable to enhancing our third party revenues, further diversification of our customer and product mix, expanding our footprint into the Delaware basin and bolstering our Environmental, Social and Governance ("ESG") optionality through furthering carbon capture opportunities and greenhouse gas reduction projects currently underway. This goodwill is deductible for income tax purposes. Goodwill related to the Delaware Gathering Acquisition is included in the Gathering and Processing segment.
Unaudited Pro Forma Financial Information
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the Delaware Gathering Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the Delaware Gathering Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the Delaware Gathering Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangibles, (iv) accounting policy alignment and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the Delaware Gathering Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Delaware Gathering Acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
(in thousands, except per unit data)Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Net sales$294,025 $865,874 
Net income attributable to partners$48,708 $114,100 
Net income per limited partner unit:
Basic income per unit$1.12 $2.62 
Diluted income per unit$1.12 $2.62 
v3.23.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Commercial Agreements
The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.
See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.
Other Agreements with Delek Holdings
In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:
Omnibus Agreement
The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended and restated, the "Omnibus Agreement"). The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $4.3 million to Delek Holdings for its provision of centralized corporate services to the Partnership.
Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. There was no reimbursement by Delek Holdings during the three and nine months ended September 30, 2023. We were reimbursed a nominal amount by Delek Holdings during the nine months ended September 30, 2022, with no such reimbursements during the three months ended September 30, 2022. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of September 30, 2023 and December 31, 2022, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expenses. There were no reimbursements for these matters in each of the three and nine month periods ended September 30, 2023 and 2022.
Other Transactions
The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2023. Total fees paid to the Partnership were $0.4 million for both the three months ended September 30, 2023 and 2022, respectively, and $1.2 million for both the nine months ended September 30, 2023 and 2022, respectively, which are recorded in affiliate revenue in our condensed consolidated statements of income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.
Related Party Revolving Credit Facility
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into the Related Party Revolving Credit Facility (as defined below) with Delek Holdings. See Note 6 - Long-Term Obligations for further information.
Summary of Transactions
Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other-affiliate.
A summary of revenue, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$156,411 $127,150 $414,403 $375,270 
Purchases$115,149 $124,714 $298,262 $374,329 
Operating and maintenance expenses
$15,944 $16,478 $47,742 $39,741 
General and administrative expenses
$3,233 $4,556 $11,112 $10,708 
Quarterly Cash Distributions
Date of DistributionDistributions paid to Delek Holdings (in thousands)
February 9, 2023$34,998 
May 15, 2023$35,169 
August 14, 2023
$35,512 
November 13, 2023 (1)
$35,855 
Total$141,534 
February 8, 2022$33,829 
May 12, 2022$33,625 
August 11, 2022$33,797 
November 10, 2022$33,968 
Total$135,219 
(1) On October 25, 2023, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.
v3.23.3
Revenues
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenues Revenues
The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):
Three Months Ended September 30, 2023
Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationConsolidated
Service Revenue - Third Party$14,929 $— $3,507 $18,436 
Service Revenue - Affiliate (1)
1,743 13,975 9,723 25,441 
Product Revenue - Third Party24,477 76,500 — 100,977 
Product Revenue - Affiliate3,776 43,475 — 47,251 
Lease Revenue - Affiliate
49,900 13,160 20,659 83,719 
Total Revenue$94,825 $147,110 $33,889 $275,824 
Three Months Ended September 30, 2022
Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationConsolidated
Service Revenue - Third Party$17,401 $— $3,939 $21,340 
Service Revenue - Affiliate (1)
4,050 9,076 — 13,126 
Product Revenue - Third Party42,832 102,703 — 145,535 
Product Revenue - Affiliate2,592 24,185 — 26,777 
Lease Revenue - Affiliate
41,735 11,901 33,611 87,247 
Total Revenue$108,610 $147,865 $37,550 $294,025 
Nine Months Ended September 30, 2023
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$45,378 $— $6,916 $52,294 
Service Revenue - Affiliate (1)
8,165 34,132 44,667 86,964 
Product Revenue - Third Party77,754 221,809 — 299,563 
Product Revenue - Affiliate12,119 86,625 — 98,744 
Lease Revenue - Affiliate137,078 35,680 55,937 228,695 
Total Revenue$280,494 $378,246 $107,520 $766,260 
Nine Months Ended September 30, 2022
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$20,691 $— $10,744 $31,435 
Service Revenue - Affiliate (1)
12,065 25,863 — 37,928 
Product Revenue - Third Party60,474 300,177 — 360,651 
Product Revenue - Affiliate5,555 82,774 — 88,329 
Lease Revenue - Affiliate116,695 35,367 96,951 249,013 
Total Revenue$215,480 $444,181 $107,695 $767,356 
(1) Net of $1.8 million of amortization expense for both the three months ended September 30, 2023 and 2022 and $5.4 million for the nine months ended September 30, 2023 and 2022, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.
As of September 30, 2023, we expect to recognize approximately $1.2 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.
Our unfulfilled performance obligations as of September 30, 2023 were as follows (in thousands):
Remainder of 2023$81,164 
2024234,385 
2025205,116 
2026196,025 
2027 and thereafter464,925 
Total expected revenue on remaining performance obligations$1,181,615 
v3.23.3
Net Income Per Unit
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Net Income Per Unit Net Income per Unit
Basic net income per unit applicable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units. Diluted net income per unit applicable to common limited partners includes the effects of potentially dilutive units on our common units. As of September 30, 2023, the only potentially dilutive units outstanding consist of unvested phantom units.
The table below represents total cash distributions applicable to the period in which the distributions are earned. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit. The calculation of net income per unit is as follows (dollars in thousands, except units and per unit amounts):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income attributable to partners$34,825 $44,674 $104,088 $116,352 
Less: Limited partners' distribution45,558 43,057 135,334 128,493 
Earnings in (deficit) excess of distributions$(10,733)$1,617 $(31,246)$(12,141)
Limited partners' earnings on common units:
Distributions$45,558 $43,057 $135,334 $128,493 
Allocation of earnings in (deficit) excess of distributions(10,733)1,617 (31,246)(12,141)
Total limited partners' earnings on common units$34,825 $44,674 $104,088 $116,352 
Weighted average limited partner units outstanding:
Basic43,588,316 43,485,779 43,578,636 43,477,801 
Diluted 43,604,791 43,515,960 43,598,547 43,499,837 
Net income per limited partner unit:
Basic$0.80 $1.03 $2.39 $2.68 
Diluted (1)
$0.80 $1.03 $2.39 $2.67 
(1) Outstanding common units totaling 48,597 and 35,519 were excluded from the diluted earnings per unit calculation for the three and nine months ended September 30, 2023, respectively. There were no outstanding common units excluded from the diluted earnings per unit calculation for the three months ended September 30, 2022. Outstanding common units totaling 3,862 were excluded from the diluted earnings per unit calculation for the nine months ended September 30, 2022.
v3.23.3
Long-Term Obligations
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long-Term Obligations Long-Term Obligations
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
September 30, 2023December 31, 2022
DKL Revolving Facility$811,200 $720,500 
DKL Term Facility288,750 300,000 
2028 Notes400,000 400,000 
2025 Notes250,000 250,000 
Principal amount of long-term debt1,749,950 1,670,500 
Less: Unamortized discount and deferred financing costs 8,521 8,933 
Total debt, net of unamortized discount and deferred financing costs1,741,429 1,661,567 
Less: Current portion of long-term debt and notes payable15,000 15,000 
Long-term debt, net of current portion$1,726,429 $1,646,567 
DKL Credit Facility
The DKL Term Facility principal of $300.0 million was drawn on October 13, 2022. On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (together, the “Amendments”) to the DKL Credit Facility to extend the maturity of the Term Loan Facility to April 15, 2025. In addition, the Amendments added a maturity acceleration clause which will accelerate the maturity of the DKL Term Loan Facility to 180 days prior to the stated maturity date of the 2025 Notes if any of the 2025 Notes remain outstanding on that date. This senior secured facility requires four quarterly amortization payments of $3.8 million in 2023, four quarterly amortization payments of $7.5 million in 2024 and one quarterly amortization payment of $7.5 million in 2025 with final maturity and principal due on April 15, 2025. At the Partnership's option, borrowings bear interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S. dollar prime rate, plus an applicable margin. The applicable margin is 2.50% for the first year of the DKL Term Facility and 3.00% for the second year for U.S. dollar prime rate borrowings. SOFR rate borrowings include a credit spread adjustment of 0.10% to 0.25% plus an applicable margin of 3.50% for the first year and 4.00% for the second year. At September 30, 2023 and December 31, 2022, the weighted average borrowing rate was approximately 8.92% and 7.92%, respectively. The effective interest rate was 9.48% as of September 30, 2023.
The DKL Revolving Facility has a total capacity of $900.0 million, including up to $115.0 million for letters of credit and $25.0 million in swing line loans. This facility has a maturity date of October 13, 2027 which will accelerate to 180 days prior to the stated maturity date of the Delek Logistics 2025 Notes if any of the Delek Logistics 2025 Notes remain outstanding on that date. On November 6, 2023, the Partnership entered into the Amendments which among other things: (i) increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $150.0 million, resulting in aggregate lender commitments under the DKL Revolving Credit Facility in an amount of $1.050 billion and (ii) increased the limit allowed for general unsecured debt (as defined in the DKL Credit Facility) by an amount equal to $95.0 million, resulting in an unsecured general debt limit of $150.0 million.
The DKL Revolving Facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.50% per annum. Interest is measured at either the U.S. dollar prime rate plus an applicable margin of 1.00% to 2.00% depending on the Partnership’s Total Leverage Ratio (as defined in the DKL Credit Agreement), or a SOFR rate plus a credit spread adjustment of 0.10% or 0.25% and an applicable margin ranging from 2.00% to 3.00% depending on the Partnership’s Total Leverage Ratio. As of September 30, 2023 and December 31, 2022, the weighted average interest rate was 8.45% and 7.55%, respectively. There were no letters of credit outstanding as of September 30, 2023 or December 31, 2022.
The obligations under the 2022 DKL Credit Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying values of outstanding borrowings under the 2022 DKL Credit Facility as of September 30, 2023 and December 31, 2022 approximate their fair values.
Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of September 30, 2023, we were in compliance with covenants on all of our debt instruments.
Related Party Revolving Credit Facility
On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings. The Related Party Revolving Credit Facility provides for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Related Party Revolving Credit Facility will bear interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%. The Related Party Revolving Credit Facility proceeds will be used for the Partnership’s working capital purposes and other general corporate purposes. The Related Party Revolving Credit Facility will mature on June 30, 2028. The Related Party Revolving Credit Facility contains certain affirmative covenants, mandatory prepayments and events of
default that the Partnership considers to be customary for an arrangement of this sort. The obligations under the Related Party Revolving Credit Facility are unsecured.
2028 Notes
Our 2028 Notes are general unsecured senior obligations comprised of $400.0 million in aggregate principal of 7.125% senior notes maturing June 1, 2028. The 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of September 30, 2023, the effective interest rate was 7.39%. The estimated fair value of the 2028 Notes was $365.5 million and $359.7 million as of September 30, 2023 and December 31, 2022, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
2025 Notes
Our 2025 Notes are general unsecured senior obligations comprised of $250.0 million in aggregate principal of 6.75% senior notes maturing on May 15, 2025. The 2025 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of September 30, 2023, the effective interest rate was 7.18%. The estimated fair value of the 2025 Notes was $245.6 million and $243.4 million as of September 30, 2023 and December 31, 2022, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.
v3.23.3
Equity
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Equity Equity
Equity Activity
The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2022 through September 30, 2023.
Common - Public
Common - Delek Holdings (1)
Total
Balance at December 31, 20229,257,305 34,311,278 43,568,583 
Unit-based compensation awards (2)
27,436 — 27,436 
Balance at September 30, 20239,284,741 34,311,278 43,596,019 
(1) As of September 30, 2023, Delek Holdings owned a 78.7% limited partner interest in us.
(2) Unit-based compensation awards are presented net of 10,714 units withheld for taxes as of September 30, 2023.
Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.
The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
March 31, 2022$0.980$42,604
June 30, 2022$0.985$42,832
September 30, 2022$0.990$43,057
March 31, 2023$1.025$44,664
June 30, 2023$1.035$45,112
September 30, 2023$1.045$45,558
v3.23.3
Equity Method Investments
 9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments Equity Method Investments
The Partnership owns a 33% membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P. Red River owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas with capacity of 235,000 bpd.
Summarized financial information for Red River on a 100% basis is shown below (in thousands):
As of September 30, 2023As of December 31, 2022
Current Assets$35,187 $33,365 
Non-current Assets$388,231 $394,267 
Current liabilities$8,544 $5,144 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$26,892 $25,340 $65,299 $69,475 
Gross profit$17,745 $17,210 $41,468 $46,476 
Operating income$17,564 $15,469 $40,912 $44,381 
Net income$17,748 $15,509 $41,441 $44,386 
We have two additional joint ventures that have constructed separate crude oil pipeline systems and related ancillary assets, which are serving third parties and subsidiaries of Delek Holdings. We own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33% membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics"), formerly known as Rangeland Energy II, LLC ("Rangeland Energy") to operate the other pipeline system.
Combined summarized financial information for these two equity method investees on a 100% basis is shown below (in thousands):
As of September 30, 2023As of December 31, 2022
Current assets$22,421 $18,888 
Non-current assets$223,532 $231,898 
Current liabilities$2,855 $1,973 

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$14,330 $11,949 $39,501 $32,402 
Gross profit$9,275 $7,014 $25,219 $18,472 
Operating income$8,331 $6,284 $22,255 $16,474 
Net Income$8,486 $6,306 $22,637 $16,501 
The Partnership's investments in these three entities were financed through a combination of cash from operations and borrowings under the DKL Credit Facility. The Partnership's investment balances in these joint ventures were as follows (in thousands):
As of September 30, 2023As of December 31, 2022
Red River$140,939 $149,635 
CP LLC60,112 64,056 
Andeavor Logistics40,886 43,331 
Total Equity Method Investments$241,937 $257,022 
We do not consolidate any part of the assets or liabilities or operating results of our equity method investees. Our share of net income or loss of the investees will increase or decrease, as applicable, the carrying value of our investments in unconsolidated affiliates. With respect to our equity method investments, we determined that these entities do not represent variable interest entities and consolidation is not required. We have the ability to exercise significant influence over each of these joint ventures through our participation in the management committees, which make all significant decisions. However, since all significant decisions require the consent of the other investor(s) without regard to economic interest, we have determined that we have joint control and have applied the equity method of accounting. Our investment in these joint ventures is reflected in our investments in pipeline joint ventures segment.
v3.23.3
Segment Data
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Segment Data Segment Data
We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.
During the fourth quarter 2022, we realigned our reportable segments for financial reporting purposes to reflect changes in the manner in which our Chief Operating Decision Maker ("CODM") uses financial information to make key operating decisions and assess performance. The changes primarily represent reporting the operating results of our pipeline operations and legacy gathering assets and the operating results of the Delaware Gathering operations within a new reportable segment called gathering and processing. Prior to this change, the pipeline operations and legacy gathering assets were reported as part of the pipelines and transportation segment. The remaining operations of the former pipelines and transportation reportable segment was renamed to storage and transportation. Unallocated corporate costs, including general and administrative expenses, interest expense and depreciation and amortization, are now presented in corporate and other. Additionally, the CODM determined that Segment EBITDA is the key performance measure for planning and forecasting purposes and discontinued the use of Contribution Margin as a measure of performance. While this reporting change did not change our consolidated results, segment data for previous years has been restated and is consistent with the current year presentation throughout the financial statements and the accompanying notes.
EBITDA is an important measure used by management to evaluate the financial performance of our core operations. EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP. A reconciliation of EBITDA to Net Income is included in the tables below. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of customer contract intangible assets, which is included as a component of net revenues in our accompanying condensed consolidated statements of income.
Assets by segment is not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.
The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):
Three Months Ended September 30, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$55,419 $70,610 $30,382 $— $— $156,411 
Third party39,406 76,500 3,507 — — 119,413 
Total revenue$94,825 $147,110 $33,889 $— $— $275,824 
Segment EBITDA$52,906 $28,135 $17,914 $9,288 $(10,002)$98,241 
Depreciation and amortization19,263 1,769 2,704 — 849 24,585 
Amortization of customer contract intangible— 1,803 — — — 1,803 
Interest expense, net— — — — 36,901 36,901 
Income tax expense127 
Net income$34,825 
Capital spending$12,002 $2,123 $522 $— $— $14,647 
Three Months Ended September 30, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$48,377 $45,162 $33,611 $127,150 
Third party60,233 102,703 3,939 — — 166,875 
Total revenue$108,610 $147,865 $37,550 $— $— $294,025 
Segment EBITDA$56,551 $20,272 $14,575 $8,567 $(11,003)$88,962 
Depreciation and amortization17,779 1,628 2,087 — (1,954)19,540 
Amortization of customer contract intangible— 1,802 — — — 1,802 
Interest expense, net— — — — 22,559 22,559 
Income tax expense387 
Net income$44,674 
Capital spending$30,895 $1,065 $— $— $— $31,960 
Nine Months Ended September 30, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$157,362 $156,437 $100,604 $— $— $414,403 
Third party123,132 221,809 6,916 — — 351,857 
Total revenue$280,494 $378,246 $107,520 $— $— $766,260 
Segment EBITDA$161,014 $78,071 $46,316 $22,889 $(24,111)$284,179 
Depreciation and amortization54,511 5,338 7,109 — 2,459 69,417 
Amortization of customer contract intangible— 5,408 — — — 5,408 
Interest expense, net— — — — 104,581 104,581 
Income tax expense685 
Net income$104,088 
Capital spending$62,168 $2,527 $3,933 $— $— $68,628 
Nine Months Ended September 30, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$134,315 $144,004 $96,951 $— $— $375,270 
Third party81,165 300,177 10,744 — — 392,086 
Total revenue$215,480 $444,181 $107,695 $— $— $767,356 
Segment EBITDA$127,129 $59,813 $40,212 $22,666 $(30,349)$219,471 
Depreciation and amortization32,260 4,674 6,363 — — 43,297 
Amortization of customer contract intangible— 5,408 — — — 5,408 
Interest expense, net— — — — 53,621 53,621 
Income tax expense793 
Net income$116,352 
Capital spending$66,388 $1,384 $— $— $— $67,772 
v3.23.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation
In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.
Environmental, Health and Safety
We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.
These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.
Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.
v3.23.3
Subsequent Events
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsDistribution DeclarationOn October 25, 2023, our general partner's board of directors declared a quarterly cash distribution of $1.045 per unit, payable on November 13, 2023, to unitholders of record on November 6, 2023.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure    
Net income $ 104,088 $ 116,352
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2023
shares
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Reuven Spiegel [Member]  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement On August 10, 2023, Reuven Spiegel, Director, Executive Vice President & Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 6,300 of our common limited partner units, subject to certain conditions. The arrangement's expiration date is April 11, 2025.
Name Reuven Spiegel
Title Executive Vice President & Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 10, 2023
Arrangement Duration 610 days
Aggregate Available 6,300
v3.23.3
Organization and Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on March 1, 2023 and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in our Annual Report on Form 10-K.
Consolidation, Policy All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.
Reclassifications Certain prior period amounts have been reclassified in order to conform to the current period presentation
v3.23.3
Acquisitions (Tables)
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition The table below presents the purchase price (in thousands):
Base purchase price:$624,700 
Add: closing net working capital (as defined in the 3 Bear Purchase Agreement)
3,600 
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement)
(80,618)
Cash paid for the adjusted purchase price547,682 
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement)80,618 
Purchase price$628,300 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the final fair values of assets acquired and liabilities assumed in the Delaware Gathering Acquisition as of June 1, 2022 (in thousands):
Assets acquired:
Cash and cash equivalents$2,678 
Accounts receivables, net28,859 
Inventories1,836 
Other current assets986 
Property, plant and equipment382,799 
Operating lease right-of-use assets7,427 
Goodwill14,848 
Customer relationship intangible, net210,000 
Rights-of-way13,490 
Other non-current assets500
Total assets acquired663,423 
Liabilities assumed:
Accounts payable8,020 
Accrued expenses and other current liabilities22,382 
Current portion of operating lease liabilities1,029 
Asset retirement obligations2,261 
Operating lease liabilities, net of current portion1,431 
Total liabilities assumed35,123 
Fair value of net assets acquired$628,300 
Business Acquisition, Pro Forma Information The following table summarizes the unaudited pro forma financial information of the Partnership assuming the Delaware Gathering Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to the Delaware Gathering Acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense and amortization of deferred financing costs associated with revolving credit facility borrowings incurred in connection with the Delaware Gathering Acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangibles, (iv) accounting policy alignment and (v) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of the Delaware Gathering Acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Delaware Gathering Acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
(in thousands, except per unit data)Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Net sales$294,025 $865,874 
Net income attributable to partners$48,708 $114,100 
Net income per limited partner unit:
Basic income per unit$1.12 $2.62 
Diluted income per unit$1.12 $2.62 
v3.23.3
Related Party Transactions (Tables)
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Purchases and Expense Transactions From Affiliates
A summary of revenue, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$156,411 $127,150 $414,403 $375,270 
Purchases$115,149 $124,714 $298,262 $374,329 
Operating and maintenance expenses
$15,944 $16,478 $47,742 $39,741 
General and administrative expenses
$3,233 $4,556 $11,112 $10,708 
Schedule of Distributions Made to Members or Limited Partners, by Distribution
Date of DistributionDistributions paid to Delek Holdings (in thousands)
February 9, 2023$34,998 
May 15, 2023$35,169 
August 14, 2023
$35,512 
November 13, 2023 (1)
$35,855 
Total$141,534 
February 8, 2022$33,829 
May 12, 2022$33,625 
August 11, 2022$33,797 
November 10, 2022$33,968 
Total$135,219 
(1) On October 25, 2023, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.
The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
March 31, 2022$0.980$42,604
June 30, 2022$0.985$42,832
September 30, 2022$0.990$43,057
March 31, 2023$1.025$44,664
June 30, 2023$1.035$45,112
September 30, 2023$1.045$45,558
v3.23.3
Revenues (Tables)
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):
Three Months Ended September 30, 2023
Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationConsolidated
Service Revenue - Third Party$14,929 $— $3,507 $18,436 
Service Revenue - Affiliate (1)
1,743 13,975 9,723 25,441 
Product Revenue - Third Party24,477 76,500 — 100,977 
Product Revenue - Affiliate3,776 43,475 — 47,251 
Lease Revenue - Affiliate
49,900 13,160 20,659 83,719 
Total Revenue$94,825 $147,110 $33,889 $275,824 
Three Months Ended September 30, 2022
Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationConsolidated
Service Revenue - Third Party$17,401 $— $3,939 $21,340 
Service Revenue - Affiliate (1)
4,050 9,076 — 13,126 
Product Revenue - Third Party42,832 102,703 — 145,535 
Product Revenue - Affiliate2,592 24,185 — 26,777 
Lease Revenue - Affiliate
41,735 11,901 33,611 87,247 
Total Revenue$108,610 $147,865 $37,550 $294,025 
Nine Months Ended September 30, 2023
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$45,378 $— $6,916 $52,294 
Service Revenue - Affiliate (1)
8,165 34,132 44,667 86,964 
Product Revenue - Third Party77,754 221,809 — 299,563 
Product Revenue - Affiliate12,119 86,625 — 98,744 
Lease Revenue - Affiliate137,078 35,680 55,937 228,695 
Total Revenue$280,494 $378,246 $107,520 $766,260 
Nine Months Ended September 30, 2022
Gathering and ProcessingWholesale Marketing and Terminalling Storage and TransportationConsolidated
Service Revenue - Third Party$20,691 $— $10,744 $31,435 
Service Revenue - Affiliate (1)
12,065 25,863 — 37,928 
Product Revenue - Third Party60,474 300,177 — 360,651 
Product Revenue - Affiliate5,555 82,774 — 88,329 
Lease Revenue - Affiliate116,695 35,367 96,951 249,013 
Total Revenue$215,480 $444,181 $107,695 $767,356 
(1) Net of $1.8 million of amortization expense for both the three months ended September 30, 2023 and 2022 and $5.4 million for the nine months ended September 30, 2023 and 2022, related to a customer contract intangible asset recorded in the wholesale marketing and terminalling segment.
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Our unfulfilled performance obligations as of September 30, 2023 were as follows (in thousands):
Remainder of 2023$81,164 
2024234,385 
2025205,116 
2026196,025 
2027 and thereafter464,925 
Total expected revenue on remaining performance obligations$1,181,615 
v3.23.3
Net Income Per Unit (Tables)
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Net Income Per Unit The calculation of net income per unit is as follows (dollars in thousands, except units and per unit amounts):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net income attributable to partners$34,825 $44,674 $104,088 $116,352 
Less: Limited partners' distribution45,558 43,057 135,334 128,493 
Earnings in (deficit) excess of distributions$(10,733)$1,617 $(31,246)$(12,141)
Limited partners' earnings on common units:
Distributions$45,558 $43,057 $135,334 $128,493 
Allocation of earnings in (deficit) excess of distributions(10,733)1,617 (31,246)(12,141)
Total limited partners' earnings on common units$34,825 $44,674 $104,088 $116,352 
Weighted average limited partner units outstanding:
Basic43,588,316 43,485,779 43,578,636 43,477,801 
Diluted 43,604,791 43,515,960 43,598,547 43,499,837 
Net income per limited partner unit:
Basic$0.80 $1.03 $2.39 $2.68 
Diluted (1)
$0.80 $1.03 $2.39 $2.67 
(1) Outstanding common units totaling 48,597 and 35,519 were excluded from the diluted earnings per unit calculation for the three and nine months ended September 30, 2023, respectively. There were no outstanding common units excluded from the diluted earnings per unit calculation for the three months ended September 30, 2022. Outstanding common units totaling 3,862 were excluded from the diluted earnings per unit calculation for the nine months ended September 30, 2022.
v3.23.3
Long-Term Obligations (Tables)
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Debt
Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):
September 30, 2023December 31, 2022
DKL Revolving Facility$811,200 $720,500 
DKL Term Facility288,750 300,000 
2028 Notes400,000 400,000 
2025 Notes250,000 250,000 
Principal amount of long-term debt1,749,950 1,670,500 
Less: Unamortized discount and deferred financing costs 8,521 8,933 
Total debt, net of unamortized discount and deferred financing costs1,741,429 1,661,567 
Less: Current portion of long-term debt and notes payable15,000 15,000 
Long-term debt, net of current portion$1,726,429 $1,646,567 
v3.23.3
Equity (Tables)
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Schedule of Capital Units
The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2022 through September 30, 2023.
Common - Public
Common - Delek Holdings (1)
Total
Balance at December 31, 20229,257,305 34,311,278 43,568,583 
Unit-based compensation awards (2)
27,436 — 27,436 
Balance at September 30, 20239,284,741 34,311,278 43,596,019 
(1) As of September 30, 2023, Delek Holdings owned a 78.7% limited partner interest in us.
(2) Unit-based compensation awards are presented net of 10,714 units withheld for taxes as of September 30, 2023.
Schedule of Distributions Made to Members or Limited Partners, by Distribution
Date of DistributionDistributions paid to Delek Holdings (in thousands)
February 9, 2023$34,998 
May 15, 2023$35,169 
August 14, 2023
$35,512 
November 13, 2023 (1)
$35,855 
Total$141,534 
February 8, 2022$33,829 
May 12, 2022$33,625 
August 11, 2022$33,797 
November 10, 2022$33,968 
Total$135,219 
(1) On October 25, 2023, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination.
The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter EndedTotal Quarterly Distribution Per Limited Partner UnitTotal Cash Distribution (in thousands)
March 31, 2022$0.980$42,604
June 30, 2022$0.985$42,832
September 30, 2022$0.990$43,057
March 31, 2023$1.025$44,664
June 30, 2023$1.035$45,112
September 30, 2023$1.045$45,558
v3.23.3
Equity Method Investments (Tables)
 9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments Summarized financial information for Red River on a 100% basis is shown below (in thousands):
As of September 30, 2023As of December 31, 2022
Current Assets$35,187 $33,365 
Non-current Assets$388,231 $394,267 
Current liabilities$8,544 $5,144 
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$26,892 $25,340 $65,299 $69,475 
Gross profit$17,745 $17,210 $41,468 $46,476 
Operating income$17,564 $15,469 $40,912 $44,381 
Net income$17,748 $15,509 $41,441 $44,386 
Combined summarized financial information for these two equity method investees on a 100% basis is shown below (in thousands):
As of September 30, 2023As of December 31, 2022
Current assets$22,421 $18,888 
Non-current assets$223,532 $231,898 
Current liabilities$2,855 $1,973 

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues$14,330 $11,949 $39,501 $32,402 
Gross profit$9,275 $7,014 $25,219 $18,472 
Operating income$8,331 $6,284 $22,255 $16,474 
Net Income$8,486 $6,306 $22,637 $16,501 
The Partnership's investments in these three entities were financed through a combination of cash from operations and borrowings under the DKL Credit Facility. The Partnership's investment balances in these joint ventures were as follows (in thousands):
As of September 30, 2023As of December 31, 2022
Red River$140,939 $149,635 
CP LLC60,112 64,056 
Andeavor Logistics40,886 43,331 
Total Equity Method Investments$241,937 $257,022 
v3.23.3
Segment Data (Tables)
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):
Three Months Ended September 30, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$55,419 $70,610 $30,382 $— $— $156,411 
Third party39,406 76,500 3,507 — — 119,413 
Total revenue$94,825 $147,110 $33,889 $— $— $275,824 
Segment EBITDA$52,906 $28,135 $17,914 $9,288 $(10,002)$98,241 
Depreciation and amortization19,263 1,769 2,704 — 849 24,585 
Amortization of customer contract intangible— 1,803 — — — 1,803 
Interest expense, net— — — — 36,901 36,901 
Income tax expense127 
Net income$34,825 
Capital spending$12,002 $2,123 $522 $— $— $14,647 
Three Months Ended September 30, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$48,377 $45,162 $33,611 $127,150 
Third party60,233 102,703 3,939 — — 166,875 
Total revenue$108,610 $147,865 $37,550 $— $— $294,025 
Segment EBITDA$56,551 $20,272 $14,575 $8,567 $(11,003)$88,962 
Depreciation and amortization17,779 1,628 2,087 — (1,954)19,540 
Amortization of customer contract intangible— 1,802 — — — 1,802 
Interest expense, net— — — — 22,559 22,559 
Income tax expense387 
Net income$44,674 
Capital spending$30,895 $1,065 $— $— $— $31,960 
Nine Months Ended September 30, 2023
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$157,362 $156,437 $100,604 $— $— $414,403 
Third party123,132 221,809 6,916 — — 351,857 
Total revenue$280,494 $378,246 $107,520 $— $— $766,260 
Segment EBITDA$161,014 $78,071 $46,316 $22,889 $(24,111)$284,179 
Depreciation and amortization54,511 5,338 7,109 — 2,459 69,417 
Amortization of customer contract intangible— 5,408 — — — 5,408 
Interest expense, net— — — — 104,581 104,581 
Income tax expense685 
Net income$104,088 
Capital spending$62,168 $2,527 $3,933 $— $— $68,628 
Nine Months Ended September 30, 2022
(In thousands)Gathering and ProcessingWholesale Marketing and TerminallingStorage and TransportationInvestments in Pipeline Joint VenturesCorporate and OtherConsolidated
Net revenues:
Affiliate$134,315 $144,004 $96,951 $— $— $375,270 
Third party81,165 300,177 10,744 — — 392,086 
Total revenue$215,480 $444,181 $107,695 $— $— $767,356 
Segment EBITDA$127,129 $59,813 $40,212 $22,666 $(30,349)$219,471 
Depreciation and amortization32,260 4,674 6,363 — — 43,297 
Amortization of customer contract intangible— 5,408 — — — 5,408 
Interest expense, net— — — — 53,621 53,621 
Income tax expense793 
Net income$116,352 
Capital spending$66,388 $1,384 $— $— $— $67,772 
v3.23.3
Organization and Basis of Presentation - Narrative (Details)
Apr. 08, 2022
3 Bear Delaware Holding  
Business Acquisition [Line Items]  
Business acquisition, percentage of voting interests acquired 100.00%
v3.23.3
Acquisitions - Narrative (Details) - 3 Bear Acquisition - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 01, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Business Acquisition [Line Items]          
Purchase price $ 628,300        
Incremental direct acquisition and integration costs   $ 0 $ 4,200 $ 0 $ 10,600
v3.23.3
Acquisitions - Estimated Purchase Price (Details) - 3 Bear Acquisition
$ in Thousands
Jun. 01, 2022
USD ($)
Business Acquisition [Line Items]  
Base purchase price: $ 624,700
Add: closing net working capital (as defined in the 3 Bear Purchase Agreement) 3,600
Less: closing indebtedness (as defined in the 3 Bear Purchase Agreement) (80,618)
Cash paid for the adjusted purchase price 547,682
Cash paid to payoff 3 Bear credit agreement (as defined in the 3 Bear Purchase Agreement) 80,618
Purchase price $ 628,300
v3.23.3
Acquisitions - Schedule of Assets and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Jun. 01, 2022
Assets acquired:      
Goodwill $ 27,051 $ 27,051  
3 Bear Acquisition      
Assets acquired:      
Cash and cash equivalents     $ 2,678
Accounts receivables, net     28,859
Inventories     1,836
Other current assets     986
Property, plant and equipment     382,799
Operating lease right-of-use assets     7,427
Goodwill     14,848
Customer relationship intangible, net     210,000
Rights-of-way     13,490
Other non-current assets     500
Total assets acquired     663,423
Liabilities assumed:      
Accounts payable     8,020
Accrued expenses and other current liabilities     22,382
Current portion of operating lease liabilities     1,029
Asset retirement obligations     2,261
Operating lease liabilities, net of current portion     1,431
Total liabilities assumed     35,123
Fair value of net assets acquired     $ 628,300
v3.23.3
Acquisitions - Pro Forma Financial Information (Details) - 3 Bear Acquisition - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2022
Business Acquisition [Line Items]    
Net sales $ 294,025 $ 865,874
Net income attributable to partners $ 48,708 $ 114,100
Basic income per unit (in dollars per unit) $ 1.12 $ 2.62
Diluted income per unit (in dollars per unit) $ 1.12 $ 2.62
v3.23.3
Related Party Transactions - Commercial Agreements (Details) - Affiliated Entity
 9 Months Ended
Sep. 30, 2023
Minimum  
Related Party Transaction [Line Items]  
Term of agreement (years) 5 years
Maximum  
Related Party Transaction [Line Items]  
Term of agreement (years) 10 years
v3.23.3
Related Party Transactions - Omnibus Agreement (Details) - Omnibus Agreement - Affiliated Entity - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 07, 2012
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Related Party Transaction [Line Items]            
Obligation to pay annual fee $ 4,300          
Delek US            
Related Party Transaction [Line Items]            
Receivable from related parties   $ 0   $ 0   $ 0
Operating and maintenance expenses | Delek US            
Related Party Transaction [Line Items]            
Recovery of direct costs   0 $ 0 0 $ 0  
Other Noncurrent Liabilities | Delek US            
Related Party Transaction [Line Items]            
Reimbursement of capital expenditures by Delek Holdings   $ 0 $ 0 $ 0    
v3.23.3
Related Party Transactions - Other Agreements (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
DPG Management Agreement, Operating Service And Construction Fee Paid To Partnership | Affiliated Entity        
Related Party Transaction [Line Items]        
Fees paid to the Partnership $ 0.4 $ 0.4 $ 1.2 $ 1.2
v3.23.3
Related Party Transactions - Summary of Transactions (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Related Party Transaction [Line Items]        
Revenues $ 275,824 $ 294,025 $ 766,260 $ 767,356
Affiliated Entity        
Related Party Transaction [Line Items]        
Revenues [1] 156,411 127,150 414,403 375,270
Purchases 115,149 124,714 298,262 374,329
Operating and maintenance expenses 15,944 16,478 47,742 39,741
General and administrative expenses $ 3,233 $ 4,556 $ 11,112 $ 10,708
[1] See Note 3 for a description of our material affiliate revenue and purchases transactions.
v3.23.3
Related Party Transactions - Quarterly Cash Distributions Paid (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Nov. 13, 2023
Aug. 14, 2023
May 15, 2023
Feb. 09, 2023
Nov. 10, 2022
Aug. 11, 2022
May 12, 2022
Feb. 08, 2022
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Related Party Transaction [Line Items]                                
Distribution made to limited partner, cash distributions paid                 $ 45,558 $ 45,112 $ 44,664 $ 43,057 $ 42,832 $ 42,604    
Affiliated Entity                                
Related Party Transaction [Line Items]                                
Distribution made to limited partner, cash distributions paid   $ 35,512 $ 35,169 $ 34,998 $ 33,968 $ 33,797 $ 33,625 $ 33,829             $ 141,534 $ 135,219
Affiliated Entity | Subsequent Event                                
Related Party Transaction [Line Items]                                
Distribution made to limited partner, cash distributions paid $ 35,855                              
v3.23.3
Revenues - Narrative (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
Disaggregation of Revenue [Line Items]  
Revenue, remaining performance obligation $ 1,181,615
Minimum | Affiliated Entity  
Disaggregation of Revenue [Line Items]  
Term of agreement (years) 5 years
Maximum | Affiliated Entity  
Disaggregation of Revenue [Line Items]  
Term of agreement (years) 10 years
v3.23.3
Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Revenues $ 275,824 $ 294,025 $ 766,260 $ 767,356
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] Revenues Revenues Revenues Revenues
Amortization of customer contract intangible assets $ 1,800 $ 1,800 $ 5,408 $ 5,408
Affiliated Entity        
Disaggregation of Revenue [Line Items]        
Revenues [1] 156,411 127,150 414,403 375,270
Lease Revenue - Affiliate 83,719 87,247 228,695 249,013
Service Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 18,436 21,340 52,294 31,435
Service Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues 25,441 13,126 86,964 37,928
Product Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 100,977 145,535 299,563 360,651
Product Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues 47,251 26,777 98,744 88,329
Gathering and Processing        
Disaggregation of Revenue [Line Items]        
Revenues 94,825 108,610 280,494 215,480
Gathering and Processing | Affiliated Entity        
Disaggregation of Revenue [Line Items]        
Lease Revenue - Affiliate 49,900 41,735 137,078 116,695
Gathering and Processing | Service Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 14,929 17,401 45,378 20,691
Gathering and Processing | Service Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues 1,743 4,050 8,165 12,065
Gathering and Processing | Product Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 24,477 42,832 77,754 60,474
Gathering and Processing | Product Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues 3,776 2,592 12,119 5,555
Wholesale Marketing and Terminalling        
Disaggregation of Revenue [Line Items]        
Revenues 147,110 147,865 378,246 444,181
Wholesale Marketing and Terminalling | Affiliated Entity        
Disaggregation of Revenue [Line Items]        
Lease Revenue - Affiliate 13,160 11,901 35,680 35,367
Wholesale Marketing and Terminalling | Service Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 0 0
Wholesale Marketing and Terminalling | Service Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues 13,975 9,076 34,132 25,863
Wholesale Marketing and Terminalling | Product Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 76,500 102,703 221,809 300,177
Wholesale Marketing and Terminalling | Product Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues 43,475 24,185 86,625 82,774
Storage and Transportation        
Disaggregation of Revenue [Line Items]        
Revenues 33,889 37,550 107,520 107,695
Storage and Transportation | Affiliated Entity        
Disaggregation of Revenue [Line Items]        
Lease Revenue - Affiliate 20,659 33,611 55,937 96,951
Storage and Transportation | Service Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 3,507 3,939 6,916 10,744
Storage and Transportation | Service Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues 9,723 0 44,667 0
Storage and Transportation | Product Revenue - Third Party        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 0 0
Storage and Transportation | Product Revenue - Affiliate        
Disaggregation of Revenue [Line Items]        
Revenues $ 0 $ 0 $ 0 $ 0
[1] See Note 3 for a description of our material affiliate revenue and purchases transactions.
v3.23.3
Revenues - Remaining Performance Obligation (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 1,181,615
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 81,164
Revenue, remaining performance obligation, expected timing of satisfaction 3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 234,385
Revenue, remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 205,116
Revenue, remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 196,025
Revenue, remaining performance obligation, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation $ 464,925
Revenue, remaining performance obligation, expected timing of satisfaction
v3.23.3
Net Income Per Unit (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net income per unit [Line Items]        
Net income attributable to partners $ 34,825 $ 44,674 $ 104,088 $ 116,352
Earning in excess (deficit) of distributions $ (10,733) $ 1,617 $ (31,246) $ (12,141)
Weighted average limited partner units outstanding:        
Basic (in units) 43,588,316 43,485,779 43,578,636 43,477,801
Diluted (in units) 43,604,791 43,515,960 43,598,547 43,499,837
Net income per limited partner unit:        
Basic (in dollars per unit) $ 0.80 $ 1.03 $ 2.39 $ 2.68
Diluted (in dollars per unit) $ 0.80 $ 1.03 $ 2.39 $ 2.67
Footnote [Abstract]        
Common units excluded from computation of earnings per share (in units) 48,597 0 35,519 3,862
Limited Partner        
Net income per unit [Line Items]        
Limited partners' distribution $ 45,558 $ 43,057 $ 135,334 $ 128,493
Earning in excess (deficit) of distributions $ (10,733) $ 1,617 $ (31,246) $ (12,141)
Weighted average limited partner units outstanding:        
Basic (in units) 43,588,316 43,485,779 43,578,636 43,477,801
Diluted (in units) 43,604,791 43,515,960 43,598,547 43,499,837
Net income per limited partner unit:        
Basic (in dollars per unit) $ 0.80 $ 1.03 $ 2.39 $ 2.68
Diluted (in dollars per unit) $ 0.80 $ 1.03 $ 2.39 $ 2.67
Limited Partner | Common Units        
Net income per unit [Line Items]        
Total earnings $ 34,825 $ 44,674 $ 104,088 $ 116,352
v3.23.3
Long-Term Obligations - Schedule of Outstanding Borrowings (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Long-Term Debt, Gross $ 1,749,950 $ 1,670,500
Total debt, net of unamortized discount and deferred financing costs 1,741,429 1,661,567
Current portion of long-term debt 15,000 15,000
Long-term debt, net of current portion 1,726,429 1,646,567
Senior Notes    
Debt Instrument [Line Items]    
Less: Unamortized discount and deferred financing costs 8,521 8,933
DKL Revolving Facility | Line of Credit | Revolving Credit Facility | Fifth Third Bank    
Debt Instrument [Line Items]    
Long-Term Debt, Gross 811,200 720,500
DKL Term Facility | Line of Credit    
Debt Instrument [Line Items]    
Long-Term Debt, Gross 288,750 300,000
2028 Notes | Senior Notes    
Debt Instrument [Line Items]    
Long-Term Debt, Gross 400,000 400,000
2025 Notes | Senior Notes    
Debt Instrument [Line Items]    
Long-Term Debt, Gross $ 250,000 $ 250,000
v3.23.3
Long-Term Obligations - DKL Credit Facility (Details)
 9 Months Ended 12 Months Ended
Nov. 06, 2023
USD ($)
Oct. 13, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2025
USD ($)
payment
Dec. 31, 2024
USD ($)
payment
Dec. 31, 2023
USD ($)
payment
Dec. 31, 2022
USD ($)
Debt Instrument [Line Items]                
Net increase in cash and cash equivalents     $ (3,788,000) $ 10,653,000        
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate   3.50%            
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate   4.00%            
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Prime Rate | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate   2.50%            
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Prime Rate | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate   3.00%            
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate   0.10%            
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate   0.25%            
DKL Term Facility | Line of Credit                
Debt Instrument [Line Items]                
Weighted average interest rate     8.92%         7.92%
Effective interest rate     9.48%          
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One                
Debt Instrument [Line Items]                
Variable rate   0.10%            
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two                
Debt Instrument [Line Items]                
Variable rate   0.25%            
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Minimum | Prime Rate                
Debt Instrument [Line Items]                
Variable rate   1.00%            
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Minimum | Total Leverage Ratio Interest Rate                
Debt Instrument [Line Items]                
Variable rate   2.00%            
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Maximum | Prime Rate                
Debt Instrument [Line Items]                
Variable rate   2.00%            
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Maximum | Total Leverage Ratio Interest Rate                
Debt Instrument [Line Items]                
Variable rate   3.00%            
Related Party Revolving Credit Facility | Fifth Third Bank | Line of Credit | Secured Overnight Financing Rate (SOFR) | Subsequent Event                
Debt Instrument [Line Items]                
Variable rate 3.00%              
Revolving Credit Facility | Fifth Third Bank | Line of Credit                
Debt Instrument [Line Items]                
Weighted average interest rate     8.45%         7.55%
Revolving Credit Facility | DKL Revolver | Line of Credit | Debt Instrument, Redemption, Period One | Forecast                
Debt Instrument [Line Items]                
Number of payments | payment             4  
Periodic payment             $ 3,800,000  
Revolving Credit Facility | DKL Revolver | Line of Credit | Debt Instrument, Redemption, Period Two | Forecast                
Debt Instrument [Line Items]                
Number of payments | payment           4    
Periodic payment           $ 7,500,000    
Revolving Credit Facility | DKL Revolver | Line of Credit | Debt Instrument, Redemption, Period Three | Forecast                
Debt Instrument [Line Items]                
Number of payments | payment         1      
Periodic payment         $ 7,500,000      
Revolving Credit Facility | DKL Revolver | Fifth Third Bank | Line of Credit                
Debt Instrument [Line Items]                
Net increase in cash and cash equivalents   $ 300,000,000            
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Subsequent Event                
Debt Instrument [Line Items]                
Accelerated maturity, number of days 180 days              
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit                
Debt Instrument [Line Items]                
Accelerated maturity, number of days   180 days            
Maximum borrowing capacity   $ 900,000,000            
Revolving Credit Facility | DLK Credit Facility, First Amendment | Fifth Third Bank | Line of Credit | Subsequent Event                
Debt Instrument [Line Items]                
Maximum borrowing capacity $ 1,050,000,000.00              
Increase in line of credit facility 150,000,000              
Revolving Credit Facility | DKL Revolving Facility | Fifth Third Bank | Line of Credit                
Debt Instrument [Line Items]                
Unused capacity, commitment fee percentage     0.50%          
Letters of credit     $ 0         $ 0
Revolving Credit Facility | Related Party Revolving Credit Facility | Fifth Third Bank | Line of Credit | Subsequent Event                
Debt Instrument [Line Items]                
Maximum borrowing capacity 70,000,000              
Revolving Credit Facility | Related Party Revolving Credit Facility | Fifth Third Bank | Senior Tranche | Subsequent Event                
Debt Instrument [Line Items]                
Maximum borrowing capacity 55,000,000              
Revolving Credit Facility | Related Party Revolving Credit Facility | Fifth Third Bank | Subordinated Tranche | Subsequent Event                
Debt Instrument [Line Items]                
Maximum borrowing capacity 15,000,000              
US LC Sublimit | DKL Revolver | Fifth Third Bank | Letter of Credit                
Debt Instrument [Line Items]                
Maximum borrowing capacity   115,000,000            
US Swing Line Sublimit | DKL Revolver | Fifth Third Bank | Line of Credit                
Debt Instrument [Line Items]                
Maximum borrowing capacity   $ 25,000,000            
Unsecured Debt | DLK Credit Facility, First Amendment | Fifth Third Bank | Line of Credit | Subsequent Event                
Debt Instrument [Line Items]                
Maximum borrowing capacity 150,000,000              
Increase in line of credit facility $ 95,000,000              
v3.23.3
Long-Term Obligations - Senior Notes (Details) - Senior Notes - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
May 24, 2021
May 23, 2017
2028 Notes        
Debt Instrument [Line Items]        
Debt instrument, face amount     $ 400.0  
Debt instrument, interest rate, stated percentage     7.125%  
Effective interest rate 7.39%      
2028 Notes | Level 1        
Debt Instrument [Line Items]        
Long-term debt, fair value $ 365.5 $ 359.7    
2025 Notes        
Debt Instrument [Line Items]        
Debt instrument, face amount       $ 250.0
Debt instrument, interest rate, stated percentage       6.75%
Effective interest rate 7.18%      
2025 Notes | Level 1        
Debt Instrument [Line Items]        
Long-term debt, fair value $ 245.6 $ 243.4    
v3.23.3
Equity - Units Rollforward (Details)
 9 Months Ended
Sep. 30, 2023
shares
Increase (Decrease) in Partners' Capital [Roll Forward]  
Beginning balance (in units) 43,568,583
Unit-based compensation awards (in units) 27,436
Ending balance (in units) 43,596,019
Units withheld for taxes (in units) 10,714
Delek US Holdings, Inc.  
Increase (Decrease) in Partners' Capital [Roll Forward]  
Delek's limited partner interest 78.70%
Common - Public | Limited Partner  
Increase (Decrease) in Partners' Capital [Roll Forward]  
Beginning balance (in units) 9,257,305
Unit-based compensation awards (in units) 27,436
Ending balance (in units) 9,284,741
Common - Delek Holdings | Limited Partner  
Increase (Decrease) in Partners' Capital [Roll Forward]  
Beginning balance (in units) 34,311,278
Unit-based compensation awards (in units) 0
Ending balance (in units) 34,311,278
v3.23.3
Equity - Cash Distributions (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Equity [Abstract]            
Total Quarterly Distribution Per Limited Partner Unit $ 1.045 $ 1.035 $ 1.025 $ 0.990 $ 0.985 $ 0.980
Total Cash Distribution (in thousands) $ 45,558 $ 45,112 $ 44,664 $ 43,057 $ 42,832 $ 42,604
v3.23.3
Equity Method Investments - Narrative (Details)
bbl / d in Thousands
 9 Months Ended
Sep. 30, 2023
bbl / d
jointVenture
Schedule of Equity Method Investments [Line Items]  
Number of joint ventures 3
Red River  
Schedule of Equity Method Investments [Line Items]  
Equity method investment, ownership percentage 33.00%
Minimum throughput commitment (bpd) | bbl / d 235
CP LLC And Rangeland Energy  
Schedule of Equity Method Investments [Line Items]  
Number of joint ventures 2
CP LLC  
Schedule of Equity Method Investments [Line Items]  
Equity method investment, ownership percentage 50.00%
Andeavor Logistics  
Schedule of Equity Method Investments [Line Items]  
Equity method investment, ownership percentage 33.00%
v3.23.3
Equity Method Investments - Summarized Financial Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]          
Current assets $ 117,641   $ 117,641   $ 65,230
Current liabilities 85,364   85,364   106,218
Revenues 275,824 $ 294,025 766,260 $ 767,356  
Operating income 62,554 59,017 186,433 148,061  
Net Income 34,825 44,674 104,088 116,352  
Red River          
Schedule of Equity Method Investments [Line Items]          
Current assets 35,187   35,187   33,365
Non-current assets 388,231   388,231   394,267
Current liabilities 8,544   8,544   5,144
Revenues 26,892 25,340 65,299 69,475  
Gross profit 17,745 17,210 41,468 46,476  
Operating income 17,564 15,469 40,912 44,381  
Net Income 17,748 15,509 41,441 44,386  
Joint Ventures          
Schedule of Equity Method Investments [Line Items]          
Current assets 22,421   22,421   18,888
Non-current assets 223,532   223,532   231,898
Current liabilities 2,855   2,855   $ 1,973
Revenues 14,330 11,949 39,501 32,402  
Gross profit 9,275 7,014 25,219 18,472  
Operating income 8,331 6,284 22,255 16,474  
Net Income $ 8,486 $ 6,306 $ 22,637 $ 16,501  
v3.23.3
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 241,937 $ 257,022
Red River    
Schedule of Equity Method Investments [Line Items]    
Equity method investments 140,939 149,635
CP LLC    
Schedule of Equity Method Investments [Line Items]    
Equity method investments 60,112 64,056
Andeavor Logistics    
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 40,886 $ 43,331
v3.23.3
Segment Data - Narrative (Details)
 9 Months Ended
Sep. 30, 2023
segment
Segment Reporting [Abstract]  
Number of reportable segments 4
v3.23.3
Segment Data - Schedule of Segments (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]        
Revenues $ 275,824 $ 294,025 $ 766,260 $ 767,356
Segment EBITDA 98,241 88,962 284,179 219,471
Depreciation and amortization 24,585 19,540 69,417 43,297
Interest expense, net 36,901 22,559 104,581 53,621
Income tax expense 127 387 685 793
Net income attributable to partners 34,825 44,674 104,088 116,352
Capital spending 14,647 31,960 68,628 67,772
Affiliated Entity        
Segment Reporting Information [Line Items]        
Revenues [1] 156,411 127,150 414,403 375,270
Third Party        
Segment Reporting Information [Line Items]        
Revenues 119,413 166,875 351,857 392,086
Corporate, Non-Segment        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
Segment EBITDA (10,002) (11,003) (24,111) (30,349)
Depreciation and amortization 849 (1,954) 2,459 0
Interest expense, net 36,901 22,559 104,581 53,621
Capital spending 0 0 0 0
Corporate, Non-Segment | Affiliated Entity        
Segment Reporting Information [Line Items]        
Revenues 0 0 0
Corporate, Non-Segment | Third Party        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
Supply contract        
Segment Reporting Information [Line Items]        
Amortization of customer contract intangible 1,803 1,802 5,408 5,408
Supply contract | Corporate, Non-Segment        
Segment Reporting Information [Line Items]        
Amortization of customer contract intangible 0 0 0 0
Gathering and Processing        
Segment Reporting Information [Line Items]        
Revenues 94,825 108,610 280,494 215,480
Gathering and Processing | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 94,825 108,610 280,494 215,480
Segment EBITDA 52,906 56,551 161,014 127,129
Depreciation and amortization 19,263 17,779 54,511 32,260
Interest expense, net 0 0 0 0
Capital spending 12,002 30,895 62,168 66,388
Gathering and Processing | Operating Segments | Affiliated Entity        
Segment Reporting Information [Line Items]        
Revenues 55,419 48,377 157,362 134,315
Gathering and Processing | Operating Segments | Third Party        
Segment Reporting Information [Line Items]        
Revenues 39,406 60,233 123,132 81,165
Gathering and Processing | Supply contract | Operating Segments        
Segment Reporting Information [Line Items]        
Amortization of customer contract intangible 0 0 0 0
Wholesale Marketing and Terminalling        
Segment Reporting Information [Line Items]        
Revenues 147,110 147,865 378,246 444,181
Wholesale Marketing and Terminalling | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 147,110 147,865 378,246 444,181
Segment EBITDA 28,135 20,272 78,071 59,813
Depreciation and amortization 1,769 1,628 5,338 4,674
Interest expense, net 0 0 0 0
Capital spending 2,123 1,065 2,527 1,384
Wholesale Marketing and Terminalling | Operating Segments | Affiliated Entity        
Segment Reporting Information [Line Items]        
Revenues 70,610 45,162 156,437 144,004
Wholesale Marketing and Terminalling | Operating Segments | Third Party        
Segment Reporting Information [Line Items]        
Revenues 76,500 102,703 221,809 300,177
Wholesale Marketing and Terminalling | Supply contract | Operating Segments        
Segment Reporting Information [Line Items]        
Amortization of customer contract intangible 1,803 1,802 5,408 5,408
Storage and Transportation        
Segment Reporting Information [Line Items]        
Revenues 33,889 37,550 107,520 107,695
Storage and Transportation | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 33,889 37,550 107,520 107,695
Segment EBITDA 17,914 14,575 46,316 40,212
Depreciation and amortization 2,704 2,087 7,109 6,363
Interest expense, net 0 0 0 0
Capital spending 522 0 3,933 0
Storage and Transportation | Operating Segments | Affiliated Entity        
Segment Reporting Information [Line Items]        
Revenues 30,382 33,611 100,604 96,951
Storage and Transportation | Operating Segments | Third Party        
Segment Reporting Information [Line Items]        
Revenues 3,507 3,939 6,916 10,744
Storage and Transportation | Supply contract | Operating Segments        
Segment Reporting Information [Line Items]        
Amortization of customer contract intangible 0 0 0 0
Investments in Pipeline Joint Ventures | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
Segment EBITDA 9,288 8,567 22,889 22,666
Depreciation and amortization 0 0 0 0
Interest expense, net 0 0 0 0
Capital spending 0 0 0 0
Investments in Pipeline Joint Ventures | Operating Segments | Affiliated Entity        
Segment Reporting Information [Line Items]        
Revenues 0 0 0
Investments in Pipeline Joint Ventures | Operating Segments | Third Party        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
Investments in Pipeline Joint Ventures | Supply contract | Operating Segments        
Segment Reporting Information [Line Items]        
Amortization of customer contract intangible $ 0 $ 0 $ 0 $ 0
[1] See Note 3 for a description of our material affiliate revenue and purchases transactions.
v3.23.3
Subsequent Events (Details) - $ / shares
 3 Months Ended 9 Months Ended
Oct. 25, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Subsequent Event [Line Items]          
Cash distributions per limited partner unit (in dollars per unit)   $ 1.045 $ 0.990 $ 3.105 $ 2.955
Subsequent Event          
Subsequent Event [Line Items]          
Cash distributions per limited partner unit (in dollars per unit) $ 1.045        
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