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
Date of Report (Date of earliest event reported): June 17, 2011
DELEK US HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32868 | 52-2319066 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7102 Commerce Way Brentwood, Tennessee |
37027 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 771-6701
| Not Applicable |
| (Former name or former address 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On June 17, 2011, Delek US Holdings, Inc. (The “Company”) issued a press release pertaining to operations at the Company’s refinery in El Dorado, Arkansas. A copy of the press release is attached and incorporated herein by reference as Exhibit 99.1 to this report.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, the information concerning our possible future results of operations, business and growth strategies and statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:
| • | changes in the cost or availability of feedstocks and refined products; |
| • | reliability of our operating assets; |
| • | competition; |
| • | changes in, or the failure to comply with, the extensive government regulations applicable to our industry
segments; |
| • | decreases in our refining margins or fuel gross profit as a result of increases in the prices of crude oil,
other feedstocks and refined petroleum products; |
| • | our ability to execute our strategy of growth through acquisitions and transactional risks in acquisitions; |
| • | diminishment of value in long-lived assets may result in an impairment in the carrying value of the asset on
our balance sheet and a resultant loss recognized in the statement of operations; |
| • | general economic and business conditions, particularly levels of spending relating to travel and tourism or
conditions affecting the southeastern United States; |
| • | dependence on one wholesaler for a significant portion of our convenience store merchandise; |
| • | unanticipated increases in cost or scope of, or significant delays in the completion of, our capital
improvement projects; |
| • | risks and uncertainties with respect to the quantities and costs of refined petroleum products supplied to our
pipelines and/or held in our terminals; |
| • | operating hazards, natural disasters, casualty losses and other matters beyond our control; |
| • | increases in our debt levels; |
| • | compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements; |
| • | the inability of our subsidiaries to freely make dividends to us; |
| • | seasonality; |
| • | acts of terrorism aimed at either our facilities or other facilities that could impair our ability to produce
or transport refined products or receive feedstocks; |
| • | volatility of derivative instruments; |
| • | potential conflicts of interest between our major stockholder and other stockholders; and |
| • | other factors discussed in our other filings with the SEC. |
In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.
Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.
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.
| (d) | Exhibits. |
| 99.1 | Press release of Delek US Holdings, Inc. issued on June 17, 2011. |
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: June 17, 2011 | DELEK US HOLDINGS, INC. |
By: /s/ Mark B. Cox
Name: Mark B. Cox
Title: EVP / Chief Financial Officer
EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Press release of Delek US Holdings, Inc. issued on June 17, 2011. |