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Delek US Holdings, Inc. Announces Proposed Offering of Convertible Senior Notes

  • Delek US Holdings, Inc. intends to offer $400 million aggregate principal amount of convertible senior notes due 2031 in a private offering.
  • Initial purchasers may purchase up to an additional $60 million of notes within a 13-day period following the initial closing.
  • The notes will be senior unsecured obligations fully guaranteed by subsidiaries guaranteeing the company's term loan or revolving credit facilities.
  • Proceeds will fund capped call transactions to offset potential dilution upon conversion & cover general corporate purposes.
  • Net proceeds will also include partial repayment of amounts outstanding under the Term Loan Credit Facility, including accrued interest.
  • Notes mature on November 1, 2031, with conversion terms dependent on conditions prior to August 1, 2031, & available at any time thereafter until maturity.
  • The company may redeem notes at its option on or after November 6, 2029, or immediately if outstanding amounts fall below 10% of the initial offering.
  • Final interest rate, conversion rate, & other terms will be determined at the time of pricing.
  • Capped call transactions are expected to cover the same number of shares underlying the notes to reduce dilution or offset cash payments exceeding principal amounts.
  • Option counterparties may enter derivative transactions or trade shares concurrently with pricing, potentially affecting market prices of the notes or common stock.
  • The offering is restricted to qualified institutional buyers under Rule 144A & the notes are unregistered under the Securities Act.