Delek Logistics Partners (DKL) Registration Filing summary

Company overview and business model

• Operates as a publicly traded Delaware limited partnership providing gathering, pipeline, transportation, storage, wholesale marketing, terminalling, and water disposal services, primarily in the Permian Basin and Gulf Coast region.

• Assets are closely tied to the operations of Delek Holdings, with many contracted exclusively to support its refineries in Texas and Arkansas.

• Formed in 2012, the partnership leverages owned assets and joint ventures for service delivery.

Risk factors and disclosures

• Substantial dependence on Delek Holdings for commercial agreements and financial support.

• Exposed to risks from operational hazards, regulatory changes, commodity price volatility, and environmental liabilities.

• General partner has a limited call right to acquire all unaffiliated units if ownership exceeds 80%, potentially forcing sales at undesirable times or prices.

• Partnership agreement designates Delaware courts as the exclusive forum for certain legal actions, potentially limiting unitholder litigation options.

• Tax-exempt entities and non-U.S. persons face unique tax consequences, including unrelated business taxable income and withholding requirements.

• IRS audit adjustments may result in unitholder reimbursement obligations or reduced cash available for distributions.

Use of proceeds and capital allocation

• Will not receive proceeds from the sale of common units; all proceeds go to the selling unitholder.

• Responsible for registration and offering expenses, while the selling unitholder bears broker commissions and legal fees.