December 11, 2024

 

 

 

 

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

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. ☐

 

 

 

On December 11, 2024, Delek Logistics Partners, LP (the “Partnership”) entered into a Membership Interest Purchase Agreement with Gravity Water Holdings LLC (the “Seller”) to purchase 100% of the limited liability company interests in Gravity Water Intermediate Holdings LLC (the “Purchased Interests”), related to Seller’s water disposal and recycling operations in the Permian Basin and the Bakken (the “Purchase Agreement”).

The purchase price for the Purchased Interests is $285 million, subject to customary closing adjustments, which is to be paid in a combination of cash and 2,175,209 common units representing equity interests of the Partnership. The Partnership paid a deposit under the Purchase Agreement of approximately $22.8 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement. The equity interests issued to the Seller will be issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act. Pursuant to a registration rights agreement to be delivered at closing under the Purchase Agreement, the Partnership will file with the SEC a registration statement within ten (10) business days after the closing to register the resale of the equity interests issued to the Seller.

The transactions contemplated by the Purchase Agreement are expected to close in early 2025. The closing is subject to customary closing conditions set forth in the Purchase Agreement, including regulatory approvals. The Purchase Agreement also contains representations and warranties of the parties, indemnification obligations, termination rights, and other covenants and agreements.

The foregoing description is a summary and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

 

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

 

 

 

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 t undersigned hereunto duly authorized.