Delek US Holdings, Inc. (NYSE: DK) (“Delek US”) announced today the commencement of an underwritten secondary offering of 7,825,000 shares of its common stock offered by Delek Hungary Holding Limited Liability Company (the “Selling Stockholder”). The underwriters will also have a 30-day option to purchase up to an additional 1,173,750 shares of common stock from the Selling Stockholder. Delek US will not sell any shares or receive any proceeds from the offering.
In addition, Delek US announced that its Board of Directors has authorized a $75 million common stock repurchase program. In connection with this program, Delek US has entered into a stock repurchase agreement with the Selling Stockholder pursuant to which it intends to repurchase 1,000,000 shares of its common stock from the Selling Stockholder concurrently with the closing of the offering. The remaining shares may be repurchased from time to time in open market or privately negotiated transactions, subject to market conditions and other factors. The authorization under the common stock repurchase program shall expire on December 31, 2013.
The repurchase of shares from the Selling Stockholder will be effected in a private, non-underwritten transaction at a price per share equal to the price per share being paid by the underwriters to the Selling Stockholder in the offering. Delek US expects to use cash on hand to fund the stock repurchase. The closing of the stock repurchase is contingent on the closing of the offering and the satisfaction of certain other customary conditions. The closing of the offering is not contingent on the closing of the stock repurchase.
Barclays Capital Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.A shelf registration statement (including a prospectus) for the offering to which this communication relates was previously filed by Delek US with the U.S. Securities and Exchange Commission (“SEC”) and became effective on February 7, 2011. A preliminary prospectus relating to the offering has been filed with the SEC. The offering will be made only by means of a prospectus supplement and accompanying base prospectus. Copies of the prospectus supplement and the accompanying prospectus relating to these securities may be obtained without charge from:
Barclays Capital Inc.c/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, NY 11717Telephone: 1-888-603-5847 firstname.lastname@example.org
Deutsche Bank Securities Inc.Attention: Prospectus Department60 Wall StreetNew York, NY 10005-2836Telephone: 1-800-503-4611Email: email@example.com
Credit Suisse Securities (USA) LLCc/o Credit Suisse Prospectus DepartmentOne Madison AvenueNew York, NY 10010Telephone: 1-800-221-1037Email: firstname.lastname@example.org
Goldman, Sachs & Co.Attention: Prospectus Department200 West StreetNew York, NY 10282Telephone: 866-471-2526E-mail: email@example.com
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