Item 1.01. Conclusion of a significant definitive agreement.
Amended and updated ABL credit agreement
The revolving credit facility allows borrowing in Canadian dollars up to
Interest rates applicable to borrowings under the Revolving Credit Facility are based on a fluctuating interest rate measured at either, at the Company’s option, (i) a base rate plus a applicable, or (ii) a Guaranteed Adjusted Term Overnight Funding Rate (“SOFR”) plus an applicable margin (or, in the case of borrowings under the Revolving Credit Facility denominated in Canadian dollars, the Canadian dollar bankers’ acceptance rate (“CDOR”)). The applicable initial margin for borrowings under the Revolving Credit Facility is 0.25% per annum for base rate borrowings and 1.25% per annum for SOFR and CDOR borrowings, and the applicable margin for these loans after
In addition, the Revolving Credit Facility will require the Company to pay unused line fees on the average amount of unused commitments thereunder during each quarter, which fees will be at the rate of 0.250% or 0.30% , based on the average use of commitments for those quarters.
The Revolving Credit Facility is subject to prepayment (i) to the extent credit extensions thereunder exceed the lesser of the Borrowing Base and Total Commitments and (ii) 100% of the Net Proceeds in cash of the Company and its Restricted Subsidiaries from the issuance or formation of debt obligations for borrowed money not permitted under the Amended and Restated ABL Credit Agreement. In addition, if excess availability as determined by reference to a borrowing base falls below a specified threshold or if certain events of default occur under the revolving credit facility, all cash proceeds of the guarantee given under the revolving credit facility will be applied to the repayment of the revolving credit facility. credit facility or guarantee certain obligations thereunder, subject to the right to re-borrow thereafter under the revolving credit facility. Borrowers may voluntarily repay and re-borrow loans outstanding under the Revolving Credit Facility at any time without premium or penalty, other than customary “break” fees with respect to SOFR or CDOR loans.
The Revolving Credit Facility will mature and covenants thereunder will terminate five years from the Closing Date.
Pursuant to certain guarantee and security agreements, the obligations of the borrowers under the Amended and Restated ABL Credit Agreement are guaranteed by the Company and each of its direct and indirect, existing and future national subsidiaries, held at 100 %, subject to customary exceptions and limitations. , and excluding Delek Logistics Partners, LP, a
The revolving credit facility is secured by a first lien on substantially all of the receivables, inventory, revolving identification numbers, instruments, intercompany loans receivable, deposit and securities accounts and books and related records and certain other personal property of the Company and each Guarantor, subject to certain customary exceptions (the “Revolving Priority Guarantee”), and a second 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) subject to certain customary exceptions, but excluding real estate.
The Revolving Credit Facility contains a spring-loaded financial covenant that obligates the Company, after excess availability under the Revolving Credit Facility falls below the greater of (x)
The Amended and Restated ABL Credit Agreement also contains certain representations and warranties, positive covenants and events of default (including, among other things, an event of default upon a change of control, which the Company considers customary for a facility of this type). If an event of default occurs and is not cured or waived, the lenders under the Amended and Restated ABL Credit Agreement are permitted to take various actions, including accelerating amounts due under the Amended and Restated ABL Credit Agreement and all actions permitted to be taken by a Secured Creditor.
The amended and restated ABL credit agreement provides that the Company has the right to request at any time an increase in the renewable commitments up to
The foregoing description of the Amended and Restated ABL Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated ABL Credit Agreement, a copy of which is filed as appendices 10.1 hereto.
Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The descriptions of the Amended and Restated ABL Credit Agreement provided above in Section 1.01 are incorporated by reference into this Section 2.03.
Section 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description 10.1* Third Amended and Restated Credit Agreement, dated as of
October 26, 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 Bank, National Association, Truist Securities, Inc., PNC Bank, National Association, Bank of America, N.A., MUFG Bank Ltd., Regions Capital Markets, a division of Regions Bank, and Barclays Bank PLC, each as a joint lead arranger and joint book runner, Wells Fargo Bank, National Association, Truist Bank, PNC Bank, National Association, Bank of America, N.A., MUFG Bank Ltd., Regions Capital Markets, a division of Regions Bank, and Barclays Bank PLC, each as a co-syndication agent, and Citizens Bank, N.A.as a documentation agent. 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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