Item 1.01. Conclusion of a significant definitive agreement.
Amended and Restated Term Credit Agreement
Term loans under the Term Credit Facility were fully borrowed on the closing date and were issued with an initial issue discount of 4%. Proceeds from the term credit facility, as well as proceeds from borrowing under the Company’s revolving credit facility (the “Revolving Credit Facility”) and cash were used to refinance the Company’s existing term loan. As a result of the refinancing effected under the Amended and Restated Term Credit Agreement, the Corporation’s outstanding term loans were reduced by an aggregate amount of approximately
Interest rates applicable to borrowings under the term credit facility are based on a fluctuating interest rate measured as a function of either, at the option of the Company, (i) a base rate plus a applicable margin, or (ii) an adjusted term guaranteed interest rate Overnight Funding Rate (“SOFR”), plus an applicable margin. The applicable margin for borrowings under the Term Credit Facility is 2.5% per annum for base rate borrowings and 3.5% per annum for SOFR borrowings.
The Amended and Restated Term Credit Agreement requires the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 100% of the net cash proceeds of asset sales in the unusual course or other dispositions of property by the Company or any of the Restricted Subsidiaries and 100% of the net cash proceeds of certain insurance and condemnation events relating to the assets of the Company, subject to certain thresholds and reinvestment rights ; (ii) 100% of the net cash proceeds of the Company and its Restricted Subsidiaries from the issuance or subscription of debt securities for borrowed money not authorized under the Amended Term Credit Agreement and update ; and (iii) a variable percentage of excess cash flow, ranging from 50% to 0% depending on the Company’s consolidated secured net debt ratio from time to time. The Company may voluntarily prepay loans outstanding under the Company’s Term Credit Facility at any time, subject to customary “break” fees with respect to SOFR loans and subject to a 1.00% prepayment premium in connection with certain customary repricing events which may occur within six months. after the closing date.
Under the term credit facility, the Company is required to make scheduled quarterly principal installments of
Pursuant to certain guarantee and guarantee agreements, the obligations of the borrowers under the amended and restated term credit agreement are guaranteed by each of the direct and indirect, existing and future, wholly owned national subsidiaries, under subject to customary exceptions and limitations, and excluding Delek Logistics Partners, LP, a
The term credit facility is secured by a second lien on substantially all of the receivables, inventory, revolving identification numbers, instruments, intercompany loans receivable, deposit and securities accounts, related books and records and certain other personal property of the Company and each Guarantor, subject to certain customary exceptions (the “Revolving Priority Guarantee”), and a first lien on substantially all of the other assets of the Company and each guarantor, including all interests of any subsidiary owned by the Company or any guarantor (other than equity interests in certain MLP Subsidiaries, including Delek MLP and Delek MLP GP) and real estate owned by the Company and the Guarantors (these real estate assets and holdings, the “Term
Priority Security”), in each case subject to certain customary exceptions. The liens guaranteeing the Term Credit Facility are the subject of a creditors’ agreement between the Administrator
The Amended and Restated Term Credit Agreement is subject to negative covenants which, among other things and subject to certain exceptions, limit the Company’s ability and the ability of its Restricted Subsidiaries to: (i) incur indebtedness or provide debt guarantees; (ii) incur liens; (iii) make investments, loans and acquisitions; (iv) merge, liquidate or dissolve; (v) sell assets, including the share capital of subsidiaries; (vi) pay dividends out of share capital or redeem, repurchase or withdraw share capital; (vii) alter the business of the Company; (viii) engage in transactions with Company affiliates; (ix) enter into agreements limiting dividends and distributions from subsidiaries; and (x) enter into certain hedging transactions.
The Amended and Restated Term Credit Agreement also contains certain representations and warranties, covenants and events of default (including, without limitation, an event of default upon a change of control, which the Company considers customary for facility of this type). If an event of default occurs and is not cured or waived, the lenders under the Amended and Restated Term Credit Agreement are entitled to take various actions, including accelerating amounts due under of the Amended and Restated Term Credit Agreement and all actions permitted to be taken by a Secured Creditor.
The Amended and Restated Term Credit Agreement provides that the Company has the right, at any time, to request additional Term Loans in an aggregate amount, together with the aggregate amount of Additional Equivalent Indebtedness (defined below). below) up to (1) the sum of greater of (A)
The foregoing description of the Amended and Restated Term Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Term Credit Agreement, a copy of which is filed as Exhibit 10.1 herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The description of the Amended and Restated Term Credit Agreement provided above in Section 1.01 is incorporated by reference into this Section 2.03.
Section 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description 10.1* Amended and Restated Term Loan Credit Agreement, dated as of
November 18, 2022, by and among Delek US Holdings, Inc., as borrower, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent for each member of the Lender Groupand the Bank Product Providers, the Subsidiaries of Delek US Holdings, Inc.from time to time party thereto, as guarantors, Wells Fargo Securities, LLC, MUFG Bank, Ltd., and BofA Securities Inc., each as a joint lead arranger and joint book runner, Mizuho Bank, Ltd., PNC Capital Markets LLC, Citizens Bank, N.A., Barclays Bank PLC and Truist Securities, Inc., each as senior co-managers. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
* Some annexes and similar attachments have been omitted. The Company undertakes
provide an additional copy of any appendix or attachment omitted from the
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