Delek US Holdings, Inc. has completed a private offering of $460,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2031. The notes were issued on September 29, 2026, pursuant to an indenture with U.S. Bank Trust Company, National Association, as trustee. The notes are senior unsecured obligations of the company and are fully and unconditionally guaranteed by subsidiaries that guarantee the company’s term loan facility and asset-based revolving credit facility.
The notes do not bear regular interest and the principal amount will not accrete. Holders may convert the notes into shares of common stock at an initial conversion rate of 11.7219 shares per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $85.31 per share. This conversion price represents a premium of approximately 27.5% over the last reported sale price of $66.91 per share on the New York Stock Exchange on September 24, 2026.
Conversion is permitted under specific conditions prior to August 1, 2031, and at any time thereafter until the maturity date of November 1, 2031. The company may redeem the notes on or after November 6, 2029, if the last reported sale price of the common stock has been at least 130% of the conversion price for at least 20 trading days during a 30-day period.
In connection with the offering, the company entered into capped call transactions with option counterparties. These transactions are expected to reduce potential dilution to the company’s common stock upon conversion of the notes. The cap price of these transactions is initially approximately $117.09 per share.
The company received net proceeds of $449.1 million after deducting discounts and commissions. A portion of these proceeds was used to fund the cost of the capped call transactions, while the remainder is being used for general corporate purposes, including the partial repayment of amounts outstanding under the Term Loan Credit Facility.
