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DELEK US HOLDINGS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

May 20, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2014, Delek US Holdings, Inc. (the "Company"), in connection with an underwritten secondary offering of shares of its common stock (the "Offering") held by Delek Hungary Holding Limited Liability Company (the "Selling Stockholder"), entered into an underwriting agreement (the "Underwriting Agreement") with the Selling Stockholder and Barclays Capital Inc., as representative of each of the underwriters named therein (collectively, the "Underwriters"), pursuant to which the Selling Stockholder agreed to sell to the Underwriters 9,200,000 shares of the Company's common stock (the "Firm Shares") at a public offering price of $30.00 per share. In addition, pursuant to the Underwriting Agreement, the Underwriters were granted an option, exercisable within 30 days, to purchase up to an additional 1,380,000 shares of common stock on the same terms and conditions as the Firm Shares (together with the Firm Shares, the "Shares"). The Underwriters elected to purchase all 1,380,000 additional shares of common stock on May 16, 2014. The Company will not receive any proceeds from the Selling Stockholder's sale of the Shares. The Offering of the Shares closed on May 20, 2014.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any such liabilities.

The Offering was made pursuant to the Company's registration statement on Form S-3 (File No. 333-195778), which became effective upon filing with the Securities and Exchange Commission (the "SEC") on May 7, 2014. The Company has filed with the SEC a prospectus supplement dated May 14, 2014 (the "Prospectus Supplement") to the accompanying prospectus relating to the Offering.

As more fully described under the caption "Underwriting" in the Prospectus Supplement, certain of the Underwriters and their respective affiliates have, directly or indirectly, provided, and may in the future provide, investment and commercial banking or financial advisory services to the Company and its affiliates and to the Selling Stockholder, for which they have received, and may in the future receive, customary fees and commissions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 8.01 Other Events.



On May 14, 2014, the Company issued a press release announcing the pricing of the Offering of the Shares by the Selling Stockholder. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.



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(d) Exhibits. 1.1 Underwriting Agreement, dated as of May 14, 2014, by and among Delek US Holdings, Inc., Delek Hungary Holding Limited Liability Company, and Barclays Capital Inc., as the representative for each of the other underwriters named therein.



99.1 Press release of Delek US Holdings, Inc. issued on May 14, 2014.

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Source: Edgar Glimpses


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