Opportunistic capital raise with proceeds used to enhance financial flexibility will include the partial repayment of amounts outstanding under the Term Loan Credit Facility
A portion of the proceeds to be used to purchase capped calls intended to offset potential dilution to Delek's common stock upon conversion of the notes
BRENTWOOD, Tenn., September 25, 2026--(BUSINESS WIRE)--Delek US Holdings, Inc. (NYSE: DK) (the "Company"), today announced that it has priced its previously announced private offering (the "Offering") of $400.0 million aggregate principal amount of 0.00% convertible senior notes due 2031 (the "Notes").
The Notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by each subsidiary of the Company that guarantees its senior secured term loan facility (the "Term Loan Credit Facility") or asset-based revolving credit facility (the "Revolving Credit Facility"). The Company also granted to the initial purchasers of the Notes an option to purchase up to an additional $60.0 million aggregate principal amount of the Notes within a 13-day period beginning on, and including, the first date on which the Notes are issued. The Offering and the capped call transactions described below are expected to close on September 29, 2026, subject to customary closing conditions. The closing of the Offering is not contingent upon the closing of such capped call transactions.
The Company intends to use a portion of the net proceeds from the Offering to fund the cost of entering into the capped call transactions with the option counterparties (as defined below) and the remainder of the net proceeds for general corporate purposes, which will include the partial repayment of amounts outstanding under the Term Loan Credit Facility, including accrued interest and related fees and expenses.
The Notes will be senior unsecured obligations of the Company. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on November 1, 2031 unless earlier converted, redeemed or repurchased. The initial conversion rate for the Notes is 11.7219 shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $85.31 per share of the Company's Common Stock), which represents a conversion premium of approximately 27.5% over the last reported sale price of $66.91 per share of Common Stock on the New York Stock Exchange on September 24, 2026.