Item 1.01 Entry into a Material Definitive Agreement. Exchange Agreement OnAugust 13, 2020 , Delek Logistics Partners, LP (the "Partnership") entered into an Exchange Agreement (the "Exchange Agreement") withDelek Logistics GP, LLC , the general partner of the Partnership (the "General Partner") and a 94.8% owned subsidiary ofDelek US Holdings, Inc. ("Delek US"). Pursuant to the Exchange Agreement, the General Partner exchanged (a) its 2.0% economic general partner interest in the Partnership and (b) all of the outstanding incentive distribution rights in the Partnership for (1) a non-economic general partner interest in the Partnership and (2) total consideration consisting of (x)$45 million in cash and (y) 14,000,000 newly issued common units representing limited partner interests in the Partnership (together, the "Restructuring Transactions"). The Exchange Agreement contains representations, warranties and covenants customary for an agreement of this type. The closing of the Restructuring Transactions occurred simultaneously with the execution of the Agreement onAugust 13, 2020 . The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K. Relationships Prior to the Restructuring Transactions,Delek US owned a 70.5 % limited partnership interest in the Partnership and a 94.8% interest in the General Partner, which owned the entire 2.0% general partner interest and all incentive distribution rights in the Partnership.Ezra Uzi Yemin , the Chairman of the Board, Chief Executive Officer and President ofDelek US and the Partnership, andFrederec Green , the Executive Vice President, Corporate Development, ofDelek US and the Partnership, owned the remaining 5.0% and 0.2% interest, respectively, in the General Partner. Each of the Partnership and the General Partner is a direct or indirect subsidiary ofDelek US . As a result, certain individuals, including officers and directors ofDelek US and the General Partner, serve as officers and/or directors of the Partnership. Additionally, the Partnership andDelek US have certain commercial relationships as further described in the Partnership's Annual Report on Form 10-K for the year endedDecember 31, 2019 . Item 7.01. Regulation FD Disclosure. OnAugust 13, 2020 , theDelek US issued a press release announcing the Restructuring Transactions discussed above. A copy of the press release is attached as Exhibit 99.1. The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed byDelek US under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission byDelek US that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security ofDelek US or any of its affiliates. Item 8.01. Other Events. In connection with the Restructuring Transactions, the independent, disinterested members of the Board of Directors ofDelek US approved the purchase by the General Partner of the 5.0% and 0.2% interest in the General Partner previously held by Messrs. Yemin and Green, respectively, for aggregate cash consideration of$23.1 million , pursuant to letter agreements with each of them. Pursuant to the letter agreements, Messrs. Yemin and Green released any and all future claims related to their ownership of membership interests in the General Partner. Following the purchase, the General Partner is a 100% owned subsidiary ofDelek US . The foregoing description of the letter agreements is not complete and is qualified in its entirety by reference to the full text of such letter agreements, which are attached as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Description 10.1 Exchange Agreement, dated as ofAugust 13, 2020 , by and between Delek Logistics Partners, LP andDelek Logistics GP, LLC . 10.2 Letter Agreement, datedAugust 13, 2020 , by and among Delek Logistics GP, LLC andEzra Uzi Yemin . 10.3 Letter Agreement, datedAugust 13, 2020 , by and among Delek Logistics GP, LLC andFrederec Green . 99.1 Press release issuedAugust 13, 2020 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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