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Delek Logistics (NYSE: DKL) prices $800M 2034 senior notes for debt actions

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Delek Logistics Partners, LP has priced an offering of $800 million in aggregate principal amount of 6.875% senior notes due 2034, to be issued at par in a private placement. The offering is expected to close on May 14, 2026, subject to customary closing conditions.

Delek Logistics plans to use the net proceeds to repurchase or redeem all outstanding 7.125% senior notes due 2028, redeem a portion of its 8.625% senior notes due 2029, and pay related premiums, fees and expenses, with any remaining proceeds for general corporate purposes.

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Insights

Delek Logistics refinances debt with a new $800M 2034 notes issue.

Delek Logistics is issuing $800 million of 6.875% senior notes due 2034 via a private Rule 144A/Regulation S placement. The transaction extends the partnership’s debt maturity profile while keeping funding within the senior unsecured layer of the capital structure.

Net proceeds are earmarked to repurchase or redeem 7.125% notes due 2028 and partially redeem 8.625% notes due 2029, plus related costs, with any balance for general corporate purposes. The partial redemption of the 2029 notes is explicitly conditioned on closing of the new notes offering.

The economic impact will depend on final amounts of 2028 notes tendered and the remaining 2029 balance after the $400 million partial redemption referenced. Subsequent disclosures in periodic reports can provide a clearer picture of leverage and interest expense after these transactions settle.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes offering size $800 million Aggregate principal amount of 6.875% senior notes due 2034
Coupon rate on new notes 6.875% Interest rate on senior notes due 2034
Partial redemption of 2029 notes $400 million Aggregate principal amount of 8.625% notes due 2029 to be redeemed
Redemption price for 2029 notes 104.313% of principal Price for partial redemption of 8.625% senior notes due 2029
Interest rate on 2028 notes 7.125% Coupon on senior notes due 2028 to be repurchased or redeemed
Interest rate on 2029 notes 8.625% Coupon on senior notes due 2029 subject to partial redemption
Expected closing date May 14, 2026 Anticipated closing date of the 2034 notes offering and related redemption
senior notes financial
"priced an offering of $800 million in aggregate principal amount of 6.875% senior notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Rule 144A regulatory
"in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Tender Offer financial
"in the settlement of the concurrently announced Tender Offer for such notes as described herein"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
false 0001552797 0001552797 2026-05-04 2026-05-04
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 4, 2026

Date of Report (Date of earliest event reported)

 

 

DELEK LOGISTICS PARTNERS, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35721   45-5379027
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

LOGO

 

310 Seven Springs Way, Suite 500   Brentwood   Tennessee    37027
(Address of Principal Executive)        (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)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Units Representing Limited Partner Interests   DKL   New York Stock Exchange

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 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 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. ☐

 

 
 


Item 8.01

Other Events.

On May 4, 2026, Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), issued a press release in accordance with Rule 135(c) under the Securities Act of 1933, as amended, announcing that the Partnership and Delek Logistics Finance Corp., a Delaware corporation and wholly-owned subsidiary of the Partnership, have priced an offering of $800 million in aggregate principal amount of 6.875% senior notes due 2034 (the “Notes”).

Concurrently with the pricing of the Notes, the Partnership and Delek Logistics Finance Corp. (together, the “Issuers”) issued a conditional notice of partial redemption to redeem $400 million aggregate principal amount of the Issuers’ outstanding 8.625% Senior Notes due 2029 (the “2029 Notes”) at a redemption price of 104.313% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, pursuant to the indenture governing the 2029 Notes. The partial redemption of the 2029 Notes is conditioned upon the consummation of the offering of the Notes.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   Description
99.1    Press release of Delek Logistics Partners, LP, dated May 4, 2026.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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 hereunto duly authorized.

 

Dated: May 4, 2026      

DELEK LOGISTICS PARTNERS, LP

By: Delek Logistics GP, LLC

its general partner

     

/s/ Robert Wright

     

Name: Robert Wright

Title: Executive Vice President, Chief Financial

Officer DKL (Principal Financial Officer)

Exhibit 99.1

 

LOGO

Delek Logistics Partners, LP Announces Pricing of Offering of $800 Million of Senior Notes

BRENTWOOD, Tenn., May 4, 2026—Delek Logistics Partners, LP (NYSE: DKL) (“Delek Logistics”) announced today that it, along with Delek Logistics Finance Corp., a subsidiary of Delek Logistics (together with Delek Logistics, the “Issuers”), priced an offering of $800 million in aggregate principal amount of 6.875% senior notes due 2034 (the “Notes”) at par. The offering is expected to close May 14, 2026, subject to satisfaction of customary closing conditions.

Delek Logistics intends to use the net proceeds from the offering (i) to repurchase all of the outstanding 7.125% Senior Notes due 2028 (the “2028 Notes”) in the settlement of the concurrently announced Tender Offer for such notes as described herein, or to redeem any 2028 Notes that remain outstanding after completion of the Tender Offer, (ii) to redeem a portion of our outstanding 8.625% Senior Notes due 2029 (the “2029 Notes”), and (iii) to pay premiums, fees and expenses related to the foregoing. We intend to use any remaining net proceeds for general corporate purposes.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.

In connection with the pricing of the Notes, the Issuers have issued a conditional notice of partial redemption to redeem $400 million aggregate principal amount of the Issuers’ outstanding 2029 Notes on May 14, 2026 at a redemption price of 104.313% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The partial redemption of the 2029 Notes is conditioned upon the consummation of the offering of the Notes. Nothing in this press release should be construed as a notice of redemption with respect to the 2029 Notes; any such redemption will be made only pursuant to a notice of redemption delivered in accordance with the indenture governing the 2029 Notes.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Delek Logistics Partners, LP

Delek Logistics is a midstream energy master limited partnership headquartered in Brentwood, Tennessee. Through its owned assets and joint ventures located primarily in and around the Permian Basin, the Delaware Basin and other select areas in the Gulf Coast region, Delek Logistics 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. Delek US Holdings, Inc. (“Delek US”) owns the general partner interest as well as a majority limited partner interest in Delek Logistics, and is also a significant customer.


Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the closing of the offering and the anticipated use of the net proceeds therefrom. These statements may contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,” “expect” or similar expressions, as well as statements in the future tense, are made as of the date they were first issued and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Delek Logistics’ control. Delek Logistics’ actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, market risks and uncertainties, including those which might affect the offering. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in Delek Logistics’ filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025, the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and other reports and filings with the SEC.

FAQ

What debt offering did Delek Logistics Partners (DKL) announce in this 8-K?

Delek Logistics announced it priced an offering of $800 million in aggregate principal amount of 6.875% senior notes due 2034. The notes are being issued at par in a private placement to qualified institutional buyers and certain non-U.S. investors.

How will Delek Logistics (DKL) use the $800 million senior notes proceeds?

Delek Logistics intends to use net proceeds to repurchase or redeem all 7.125% senior notes due 2028, redeem a portion of 8.625% senior notes due 2029, and pay related premiums, fees and expenses. Any remaining funds are earmarked for general corporate purposes.

What partial redemption of 2029 notes did Delek Logistics (DKL) announce?

The issuers issued a conditional notice to redeem $400 million aggregate principal amount of 8.625% senior notes due 2029 on May 14, 2026 at 104.313% of principal plus accrued interest, contingent on consummation of the new 2034 notes offering.

Who can purchase the new Delek Logistics (DKL) 6.875% senior notes due 2034?

The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. They are not registered under the Securities Act or state securities laws.

Does this Delek Logistics (DKL) announcement constitute an offer to sell the notes?

No. The company states this communication and the related press release do not constitute an offer to sell or solicitation to buy securities in any jurisdiction where such actions would be unlawful. Any sale would occur only under applicable securities laws.

What forward-looking statements does Delek Logistics (DKL) highlight regarding this transaction?

Delek Logistics notes that statements about the closing of the offering and anticipated use of net proceeds are forward-looking. Actual results may differ due to market risks and other factors detailed in its Form 10-K for 2025 and Form 10-Q for the quarter ended March 31, 2026.

Filing Exhibits & Attachments

4 documents