Delek Logistics Partners, LP - Tender Offer 2024 (US) - Results

Delek Logistics Partners, LP and Delek Logistics Finance Corp. Announce Results of Tender Offer for Any and All of their Outstanding 6.75% Senior Notes due 2025 - US24665FAB85 - US24665FAA03 (144A)

11 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Delek Logistics Partners, LP

"BRENTWOOD, Tenn., March 11, 2024 /PRNewswire/ -- Delek Logistics Partners, LP (NYSE: DKL) ("Delek Logistics") and Delek Logistics Finance Corp., a subsidiary of Delek Logistics (together with Delek Logistics, the "Offerors"), announced today that they have received, as of 5:00 p.m., New York City time, on March 8, 2024 (the "Expiration Time"), tenders from holders of $155,991,000 in aggregate principal amount (excluding tenders through guaranteed delivery procedures), representing approximately 62.4%, of the Offerors' 6.75% Senior Notes due 2025 (CUSIP Nos. 24665FAB8 / 24665FAA0 (144A)) (ISINs US24665FAB85 / US24665FAA03 (144A) (the "Notes"), in connection with the Offerors' previously announced tender offer (the "Offer"), which commenced February 28, 2024 and is described in the Offer to Purchase, dated as of February 28, 2024, and the related Letter of Transmittal and Notice of Guaranteed Delivery (collectively, the "Offer Documents").

The Offerors' obligation to accept for purchase, and to pay for, any Notes pursuant to the Offer is subject to a number of conditions set forth in the Offer Documents, including the Offerors' consummation, on terms and conditions satisfactory to the Offerors, of the concurrent bond offering announced on February 28, 2024 and the receipt of net proceeds therefrom, together with other sources of liquidity, sufficient to purchase the Notes tendered in the Offer and the fees and expenses related thereto.

Subject to the satisfaction or waiver of the conditions set forth in the Offer Documents, the settlement date for the Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted for purchase in the Offer, including Notes submitted using the Notice of Guaranteed Delivery, is expected to occur on Wednesday, March 13, 2024 (the "Settlement Date").  Notes validly tendered (and not validly withdrawn) and accepted for purchase will receive total consideration of $1,000.80 for each $1,000 principal amount of the Notes tendered, plus accrued and unpaid interest up to, but excluding, the Settlement Date for such Notes.

Substantially concurrently with the commencement of the Offer, the Offerors issued a conditional notice of full redemption to redeem all outstanding Notes not purchased in the Offer and that remain outstanding pursuant to the indenture governing the Notes. Nothing in this announcement should be construed as a notice of redemption with respect to the Notes, as any redemption will be made pursuant to a notice of redemption in accordance with the indenture governing the Notes."

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Delek Logistics Partners, LP and Delek Logistics Finance Corp. Announce Tender Offer for Any and All of their Outstanding 6.75% Senior Notes due 2025 - US24665FAB85 - US24665FAA03 (144A)

28 FEBRUARY 2024

Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Delek Logistics Partners, LP

BRENTWOOD, Tenn., Feb. 28, 2024 /PRNewswire/ -- Delek Logistics Partners, LP (NYSE: DKL) ("Delek Logistics") and Delek Logistics Finance Corp., a subsidiary of Delek Logistics (together with Delek Logistics, the "Offerors"), announced today that they have commenced a cash tender offer (the "Offer") for any and all of their outstanding 6.75% Senior Notes due 2025 (the "Notes"), upon the terms and conditions set forth in the Offer to Purchase, dated as of February 28, 2024, and the related Letter of Transmittal and Notice of Guaranteed Delivery (the "Offer Documents"). The Offer will expire at 5:00 p.m., New York City time, on March 8, 2024, unless extended or earlier terminated (as such time may be extended, the "Expiration Time").

Holders who validly tender (and do not validly withdraw) their Notes prior to the Expiration Time, and whose Notes are accepted for purchase, will be entitled to receive the tender consideration equal to $1,000.80 per $1,000.00 principal amount of Notes accepted for purchase.

Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date up to, but excluding, the applicable settlement date accepted for purchase. Provided the conditions to the Offer, including the Financing Condition (as defined below), have been satisfied or waived, settlement for Notes tendered prior to the Expiration Time and accepted for purchase is expected to occur on March 13, 2024.

The Offer is contingent upon, among other things, the Offerors' consummation, on terms and conditions satisfactory to the Offerors, of the concurrent bond offering announced today (the "Concurrent Offering") and the receipt of net proceeds therefrom, together with other sources of liquidity, sufficient to purchase the Notes tendered in the Offer and the fees and expenses related thereto (the "Financing Condition"). The Offer is not conditioned on any minimum amount of Notes being tendered. The Offer may be amended, extended or terminated, and any condition with respect thereto may be waived by the Offerors in their sole discretion. There is no assurance that the Offer will be subscribed for in any amount.

Substantially concurrently with the commencement of the Offer, the Offerors issued a conditional notice of full redemption to redeem all outstanding Notes not purchased in the Offer and that remain outstanding pursuant to the indenture governing the Notes. Nothing in this announcement should be construed as a notice of redemption with respect to the Notes, as any redemption will be made pursuant to a notice of redemption in accordance with the indenture governing the Notes."

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