Delek Us Holdings, Inc. · NYSE:DK
Delek Us — Proxy Contest (April 2021)
16 slides from Delek Us's proxy contest presentation, Apr 19, 2021
Slide 1: Delek US Holdings, Inc.
DELEK US HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title
Slide 2: April 19, 2021 Fact Sheet Delek US Holdings, Inc.
April 19, 2021 Fact Sheet Delek US Holdings, Inc.
Slide 3: Disclaimers
2 Disclaimers Forward Looking Statements: Delek US Holdings, Inc. (“Delek US”) and Delek Logistics Partners, LP (“Delek Logistics”; and collectively with Delek US, “we” or “our”) are traded on the New York Stock Exchange in the United States under the symbols “DK” and ”DKL”, respectively. These slid
Slide 4: Board and management track record of managing the business
3 Delek’s Board and management have a track record of successfully managing the business – running operations efficiently, actively managing the portfolio, investing in growth, maintaining a strong balance sheet and returning capital to shareholders. Our successful execution has translated into subs
Slide 5: 5-Year TSR and track record
64% 15% 13% 5-Year (1) FactSet as of 4/16/2021; peer set includes: CVR Energy, Inc., HollyFrontier Corporation, Marathon Petroleum Corporation, Par Pacific Holdings, Inc., PBF Energy Inc., Phillips 66 and Valero Energy Corporation. Based on peer groups used by Wall Street Research. TSR calculated ba
Slide 6: CVR's Objectives and Nominees
CVR’s Objectives CVR is seeking a repurchase of its Delek shares CVR was originally interested in an acquisition of Delek until it became less attractive due to Delek’s share price outperformance (the exchange ratio implied by the relative share prices has moved ~53% from March 20, 2020 until toda
Slide 7: Retail Business and Refinery Optionality
6 Retail Business CVR is demanding that we sell our Retail business prematurely at the expense of Delek shareholders Delek was started as a retail company; management and certain Board members have extensive expertise in retail Previous MAPCO sale demonstrates willingness to actively manage the
Slide 8: G&A Reductions and Corporate Capital Expenditures
G&A Reductions CVR’s claims regarding G&A expenses are incorrect CVR stated incorrectly that our G&A in 2020 had exceeded 2016 pro forma levels The combined G&A of Delek and Alon in 2016 was $300mm, rather than the $106mm referenced by CVR, compared to Delek’s G&A in 2020 of $248mm We have red
Slide 9: Dropdowns to DKL and the DKL Structure
Dropdowns to DKL CVR inaccurately claims, with no evidence, that we sold assets at low multiples to DKL All dropdowns to DKL were executed at market-based, competitive multiples of projected EBITDA: Benefits of DKL Structure CVR fails to recognize the optionality that the DKL structure provides to
Slide 10: Executive Compensation and IDRs
9 Executive Compensation CVR’s claims regarding Delek’s compensation framework are inaccurate Average CEO compensation since 2013 is one of the lowest among peers Incentives are aligned with our strategy and shareholder value creation, are variable and performance-based and developed in coordina
Slide 11: Analyst commentary on Delek
10 “It is ironic that CVI claims DK ‘desperately needs a new strategic direction’ despite the two companies operating in essentially the same business, in the same markets, at the same scale. CVI’s letter could have been motivated to push DK to close a plant in a market CVI is exposed to, or convers
Slide 12: Appendix
Appendix
Slide 13: Reconciliation of GAAP to Non-GAAP: Delek Logistics Partners
12 Reconciliation of GAAP to Non-GAAP Delek Logistics Partners, LP Reconciliation of Amounts Reported Under U.S. GAAP (In millions) 2020 2013 Reconciliation of Net Income to EBITDA: Net income $159.3 $40.9 Add: Income tax expense 0.2 0.8 Depreciation and amortization 35.7 12.4 Amortization of custom
Slide 14: Reconciliation of GAAP to Non-GAAP: Retail Segment
13 Reconciliation of GAAP to Non-GAAP (Cont’d) Retail Segment Reconciliation of Amounts Reported Under U.S. GAAP (In millions) 2020 2019 2018 Reconciliation of Contribution Margin to Adjusted Retail Segment Earnings: Contribution Margin $67.6 $58.5 $58.9 $26.8 Less: General and administrative expens
Slide 15: Reconciliation of GAAP to Non-GAAP: Retail Segment Pre-Acquisition
14 Reconciliation of GAAP to Non-GAAP (Cont’d) Retail Segment - Pre-Acquisition Reconciliation of Amounts Reported Under U.S. GAAP (In millions) 2016 Net Revenue $398.6 $731.7 Operating costs and expenses (excluding depreciation and amortization): Cost of materials 325.9 588.8 Selling general and ad
Slide 16: Investor Relations Contacts
Investor Relations Contacts Blake Fernandez SVP IR/Market Intelligence 615-224-1312