Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement Amendments
On May 26, 2022, Delek Logistics Partners, LP (the "Partnership") and
substantially all of its subsidiaries (together with the Partnership, the
"Borrowers") entered into a Third Amendment (the "Third Amendment") to its Third
Amended and Restated Credit Agreement with Fifth Third Bank, National
Association, as Administrative Agent (the "Administrative Agent"), and the
Lenders party thereto, which modifies the Third Amended and Restated Credit
Agreement, dated as of September 28, 2018 (as amended from time to time, the
"Credit Agreement"), by and among the Borrowers, the Administrative Agent, the
Lenders and the L/C Issuers from time to time party thereto. Among other things,
the Third Amendment provides for certain changes to the Credit Agreement in
connection with the Borrowers' previously announced acquisition of the equity
interests of 3 Bear Delaware Holding - NM, LLC in respect of pro forma
calculations of EBITDA with respect to such acquisition.
Further, on May 26, 2022, the Borrowers entered into a Fourth Amendment (the
"Fourth Amendment") to the Credit Agreement. Among other things, the Fourth
Amendment: (i) increases the U.S. Revolving Credit Commitments (as defined in
the Credit Agreement) by an amount equal to $150,000,000, for an aggregate
amount of $1,000,000,000, (ii) increases the U.S. L/C Sublimit (as defined in
the Credit Agreement) to an aggregate amount equal to $90,000,000 and (iii)
increases the U.S. Swing Line Sublimit (as defined in the Credit Agreement) to
an aggregate amount equal to $18,000,000.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, on April 8, 2022, DKL Delaware Gathering, LLC (the
"Purchaser"), a subsidiary of the Partnership, entered into a Membership
Interest 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 (the "Purchased Interests"), related to Seller's crude oil and
gas gathering, processing and transportation businesses, as well as water
disposal and recycling operations, in the Delaware Basin in New Mexico (the
"Purchase Agreement").
The acquisition of the Purchased Interests contemplated by the Purchase
Agreement closed on June 1, 2022. The total consideration for the acquisition of
the Purchased Interests is $624.7 million, subject to customary closing
adjustments. The acquisition was financed through a combination of cash on hand
and borrowings under the Credit Agreement. The Purchase Agreement is attached to
this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure
On June 1, 2022, the Partnership issued a press release announcing the closing
of the acquisition of the Purchased Interests. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
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 by the
Partnership under the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated by reference. The furnishing of the
information in this report is not intended to, and does not, constitute a
determination or admission by the Partnership 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 of
the Partnership or any of its affiliates.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment to this Current Report not later than 71 days after the date on which
this Current Report is required to be filed.
(b) Pro Forma Financial Information.
The financial statements required by Item 9.01(b) of Form 8-K will be filed by
amendment to this Current Report not later than 71 days after the date on which
this Current Report is required to be filed.
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(d) Exhibits.
2.1 Membership Interest Purchase Agreement, dated as of April 8, 2022, by and
between 3 Bear Energy - New Mexico LLC and DKL Delaware Gathering, LLC
(incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on
Form 8-K filed on April 11, 2022).
99.1 Press release issued June 1, 2022.
Cover Page Interactive Data File - the cover page XBRL tags are embedded within
104 the Inline XBRL document.
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