SEC Filings

Print Page | Close Window

425
DELEK US HOLDINGS, INC. filed this Form 425 on 12/04/2017
Entire Document
 << Previous Page | Next Page >>
 
Disclaimers 2 Forward Looking Statements: Delek US Holdings, Inc. (“Delek US”) and Delek Logistics Partners, LP (“Delek Logistics”; collectively with Delek US, defined as “we”, “our”) and Alon USA Partners, LP (“Alon Partners”) are traded on the New York Stock Exchange in the United States under the symbols “DK”, ”DKL” and “ALDW” respectively, and, as such, are governed by the rules and regulations of the United States Securities and Exchange Commission. These slides and any accompanying oral and written presentations contain forward-looking statements that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding crude oil markets, production, quality, pricing, imports, exports, cuts and growth; differentials including increases, trends and the impact of thereof on crack spreads; the post-merger integration and transition plan with Alon USA Energy Inc. (“ALJ”), including the timing, closing and success thereof; improvements in global markets; pipeline utilization, expansions and rates; Permian Basin production, activity, facilities, rig counts and takeaway capacity and any benefits therefrom to our Logistics assets or wholesale business; refinery complexity, configurations, utilization, crude oil slate flexibility, capacities, equipment limits, margins, bottlenecks and capital investments; advantages of U.S. refineries to global peers including world distillation capacity and transportation and energy advantages; crack spread cycles and trends; the potential transaction with Alon Partners including the costs, exchange ratio, benefits and synergies thereof and our ability to complete the transaction timely or at all; future crude oil supply at the Company's refineries including link to WTI, differentials, cash flow, EBITDA; our ability to complete the Alkylation project at Krotz Springs successfully or at all and the benefits, flexibility, returns and EBITDA therefrom; our ability to identify and complete California initiatives successfully or at all and costs, cash flow and benefits thereof; capacity increases on our Paline pipeline and impacts or benefits thereof; distribution growth at DKL; coverage and leverage; future investments in, projects at and growth of our retail, logistics and refining assets and the value and impact thereof; financial strength and flexibility; integration of assets and operations; light product pricing including the relationship of such pricing to the Gulf Coast; future initiatives, valuations, balance sheet, cash, dropdown inventory, cash flow and self help projects including the profitability thereof; cost of capital and capital allocation and value creation relating thereto; our ability to create sustainable value; synergies and efficiencies relating to the ALJ acquisition; future ability to return value to shareholders, future dropdowns and the success thereof; continued safe and reliable operations; opportunities, anticipated future performance and financial position, and other factors. Investors are cautioned that the following important factors, among others, may affect these forward-looking statements. These factors include, but are not limited to: risks and uncertainties related to the ability to successfully integrate the businesses of Delek US and ALJ; the risk that the combined company may be unable to achieve cost-cutting synergies, or it may take longer than expected to achieve those synergies; uncertainty related to timing and amount of value returned to shareholders; risks and uncertainties with respect to the quantities and costs of crude oil we are able to obtain and the price of the refined petroleum products we ultimately sell; gains and losses from derivative instruments; management's ability to execute its strategy of growth through acquisitions and the transactional risks associated with acquisitions and dispositions; acquired assets may suffer a diminishment in fair value as a result of which we may need to record a write-down or impairment in carrying value of the asset; changes in the scope, costs, and/or timing of capital and maintenance projects; operating hazards inherent in transporting, storing and processing crude oil and intermediate and finished petroleum products; our competitive position and the effects of competition; the projected growth of the industries in which we operate; general economic and business conditions affecting the geographic areas in which we operate; and other risks contained in Delek US’, Delek Logistics’ and Alon Partners’ filings with the United States Securities and Exchange Commission. Forward-looking statements should not be read as a guarantee of future performance or results, and will not 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. Neither Delek US, Delek Logistics Partners nor Alon Partners undertakes any obligation to update or revise any such forward-looking statements. Non-GAAP Disclosures: Delek US and Delek Logistics believe that the presentation of EBITDA, distributable cash flow and distribution coverage ratio provides useful information to investors in assessing their financial condition, results of operations and cash flow their business is generating. EBITDA, distributable cash flow and distribution coverage ratio should not be considered as alternatives to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA, distributable cash flow and distribution coverage ratio have important limitations as analytical tools because they exclude some, but not all, items that affect net income. Additionally, because EBITDA, distributable cash flow and distribution coverage ratio may be defined differently by other companies in its industry, Delek US' and Delek Logistics’ definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Please see reconciliations of EBITDA and distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with U.S. GAAP in the appendix.


 << Previous Page | Next Page >>