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Form SC 13D/A Alon USA Energy, Inc. Filed by: Delek US Holdings, Inc.

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October 14, 2016 7:03 AM EDT




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Amendment No. 3)

Under the Securities Exchange Act of 1934*

Alon USA Energy, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

020520102
(CUSIP Number)

Amber Ervin
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, Tennessee 37027
(615) 771-6701
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 14, 2016
(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨



Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.


*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on Following Pages)






TABLE OF CONTENTS

 
 
Introductory Note
Item 4.
 
Purpose of Transaction.
Item 7.
 
Material to be Filed as Exhibits
 
 
Signature






CUSIP NO. 020520102
 
13D
 
 

1
 
 
NAME OF REPORTING PERSONS.
I.R.S. Identification No. of above persons (entities only).

Delek US Holdings, Inc.
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o        (b) x

3
 
 
SEC USE ONLY

4
 
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)

BK, WC, OO
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

o
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 
7
 
 
SOLE VOTING POWER

33,691,292
 
8
 
 
SHARED VOTING POWER

0
 
9
 
 
SOLE DISPOSITIVE POWER

33,691,292
 
10
 
SHARED DISPOSITIVE POWER

0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,691,292
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

47.2% based on 71,411,430 shares outstanding as of July 25, 2016
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO






Introductory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is filed by Delek US Holdings, Inc. (“Delek”), a Delaware corporation, to amend the Schedule 13D related to the common stock, par value $0.01 per share, of Alon USA Energy, Inc. (“Alon USA”) previously filed by Delek with the United States Securities and Exchange Commission on May 26, 2015 (the “Initial 13D”) as amended on December 23, 2015 (“Amendment No. 1”) and February 3, 2016 (“Amendment No. 2”) (the Initial 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3 may be collectively referred to herein as the “Delek 13D”). Each capitalized term used and not otherwise defined in this Amendment No. 3 shall have the meaning otherwise assigned to such term in the Delek 13D. Except as otherwise provided in this Amendment No. 3, each Item of the Initial 13D, Amendment No. 1 and Amendment No. 2 remains unchanged.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented to add the following:

As of the date of this Amendment No. 3, Delek continues to evaluate potential actions which would relate to or result in (i) an extraordinary corporate transaction with Alon USA, such as a merger with Alon USA (under subparagraph (b) of Item 4 of Schedule 13D), (ii) the acquisition of additional shares of common stock of Alon USA (under subparagraph (a) of Item 4 of Schedule 13D), (iii) the acquisition from Alon USA of a material amount of its assets (under subparagraph (c) of Item 4 of Schedule 13D) or (iv) the divestiture of Delek’s shares of common stock of Alon USA (any of the foregoing being, a “Potential Business Transaction”).

Members of Delek’s management have engaged, and may continue to engage, in discussions with management of Alon USA to allow Delek to evaluate potential synergies associated with the transactions described in (i), (ii) and (iii) above. Delek and its financial and legal advisors have also engaged, and may continue to engage, in discussions and negotiations with a special committee of the board of directors of Alon USA and other relevant parties concerning Delek’s investment in Alon USA. These discussions have included, and may continue to include, without limitation, a Potential Business Transaction, options for enhancing value to holders of Alon USA’s common stock and matters concerning Alon USA’s business, operations, governance, management, ownership, capitalization, personnel, prospects and strategic plans.

On October 14, 2016, Delek delivered a non-binding letter (the "Proposal Letter") to a special committee of the board of directors of Alon USA proposing a Potential Business Transaction in the form of an all-stock transaction as a result of which each outstanding share of Alon USA common stock not currently owned by Delek would be converted into the right to receive shares of Delek common stock at a fixed ratio of 0.44 shares of Delek common stock for each such outstanding share of Alon USA common stock. As described in the Proposal Letter, Delek will not move forward with the proposed transaction unless it is approved by a special committee of the board of directors of Alon USA comprised entirely of directors independent of Delek. In addition, the proposed transaction would be subject to a non-waivable condition that the majority of the outstanding shares of Alon USA common stock not owned by Delek or its affiliates approve the transaction. Delek further anticipates that the issuance of Delek common stock in the proposed transaction would require the approval of Delek’s stockholders. Any such transaction would be subject to completion of mutual due diligence customary for such a transaction and will only be consummated pursuant to the terms of definitive transaction documents mutually acceptable to the boards of directors of Delek and Alon USA, including its special committee. The Proposal Letter provides that it sets forth an expression of interest only, and that Delek reserves the right to withdraw or modify its proposal at any time and for any purpose. The summary of the Proposal Letter herein is qualified in its entirety by reference to the Proposal Letter, attached as Exhibit 99.1 hereto, which is incorporated by reference herein. There is no assurance that a definitive agreement for a Potential Business Transaction on terms acceptable to Delek will result from the Proposal Letter or any subsequent discussions or negotiations. No assurance can be made as to the likelihood or the timetable for reaching any definitive agreement for any of the Potential Business Transactions or consummating any such transaction.

Delek may continue to exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in Alon USA’s business, operations, governance, management, ownership, capitalization, personnel, prospects or strategic plans, or propose various forms of a Potential Business Transaction or propose or engage in one or more other actions set forth under subparagraphs (a) through (j) of Item 4 of Schedule 13D. Delek may also continue to engage external strategic, operational, legal and financial advisors to assist in capturing the full scale of value creation opportunities, including a Potential Business Transaction.

Other than as set forth in the Delek 13D, Delek does not have any present plans or proposals that relate to or would result in any of the actions required to be described under subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, Delek may, at any time, review or reconsider its position with respect to the proposed transaction or otherwise with respect to its investment in Alon USA, and formulate plans or proposals with respect to any such matters.

The statements made in this Amendment No. 3 are not an offer nor a solicitation of an offer to purchase, sell or exchange securities or a solicitation of a proxy from any stockholder. Subject to future developments, additional documents regarding the proposed transaction may be filed with the SEC, which investors should read carefully if and when they become available because they contain important information about Delek, Alon USA and Potential Business Transactions. Investors and stockholders may obtain a free copy of the documents filed with the SEC containing information about Delek, Alon USA and Potential Business Transactions when they are available, from the SEC’s website at www.sec.gov. Delek, its directors and certain of its executive officers may be deemed to be participants in a solicitation of proxies for the proposed transaction. Information about the directors and executive officers of Delek is set forth in its proxy statement for the 2016 annual meeting of stockholders and subsequent reports on Form 8-K, as filed with the SEC, and will be included in the relevant documents regarding the proposed transaction that may be filed with the SEC.





Item 7. Material to be Filed as Exhibits

99.1    Proposal Letter, dated October 14, 2016, to the Special Committee of the Board of Directors of Alon USA.





Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DELEK US HOLDINGS, INC.

 
By: /s/ Assaf Ginzburg
Date: October 14, 2016
  Assaf Ginzburg
 
EVP/Chief Financial Officer
 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).



Exhibit 99.1


delekuslogodarkreda051a01.jpg
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027


October 14, 2016

David Wiessman
on behalf of the Special Committee of Alon USA Energy, Inc.
12700 Park Central Dr., Suite 1600
Dallas, TX 75251

Dear David:

I am writing on behalf of Delek US Holdings, Inc. (“Delek,” “we,” “us” or "our") to propose a business combination of Delek and Alon USA Energy, Inc. (“Alon”). Under our proposal, Delek (or a subsidiary of Delek) would acquire each outstanding share of Alon common stock which Delek does not already own in an all-stock transaction at a fixed exchange ratio of 0.44 Delek shares for each outstanding Alon share. We believe both companies are currently undervalued to differing extents by the market, and our proposal reflects, in the context of the current and prospective challenges facing Delek’s and Alon’s sector, our view of the relative fundamental values of Alon and Delek; each company’s respective outlook and balance sheet profile; and potential synergies for the transaction. We believe this combination would create significant value for the respective stockholders of Delek and Alon in both the near- and long-term, and the 100% equity consideration would allow Alon stockholders, many of whom are also currently Delek stockholders, the opportunity to fully participate in that value creation as it is realized.
This proposal supports the shared mission of Delek and Alon of optimizing and growing stable cash flows from an integrated portfolio of refining, logistics and retail assets. For its part, Delek has taken a number of steps to strengthen its financial position, most recently announcing a definitive agreement to sell our retail subsidiary, which transaction is expected to meaningfully enhance our financial flexibility. A combination with Delek would allow Alon stockholders to take part in a formidable combined company to weather the current downturn in the industry and emerge in a position of substantial strength as margins improve. When taken together, these factors collectively position a combined company to be a peer-leading enterprise in the refinery space for the long-term.
Our board of directors has authorized management to engage in negotiations and the making of this proposal. Delek has engaged Tudor, Pickering, Holt & Co. and Norton Rose Fulbright US LLP as our financial and legal advisors, respectively. Given the all-stock nature of the transaction, our proposal would not be subject to any financing contingency. This proposal does not constitute a legal offer or a binding agreement between us. Such an agreement, if any, would be subject to completion of mutual, customary due diligence for a transaction of this nature and negotiation of definitive transaction documents, the terms and conditions of which would have to be approved by the boards of directors of both Alon and Delek. We will not move forward with the transaction unless the transaction is approved by a special committee of the board of directors of Alon that is comprised entirely of directors that are independent of Delek. In addition, the transaction would be subject to a non-waivable condition requiring the approval of the transaction by the holders of a majority of the shares of Alon not owned by Delek or its affiliates. If the special committee of the board of directors of Alon does not recommend, or the public stockholders of Alon do not approve, the proposed transaction, such determination would not adversely




affect our future relationship with Alon. We also expect that our proposal would require approval from Delek stockholders to authorize the issuance of the required shares to close the transaction. Please be aware that this proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal at any time and for any purpose.
We believe our proposal presents a compelling opportunity for Alon’s stockholders and look forward to your response. I am personally committed to overseeing the successful integration of the companies into a single enterprise, and I and the rest of our senior management team are available at your convenience to discuss any aspect of our proposed transaction.


Sincerely,


/s/ Ezra Uzi Yemin
Ezra Uzi Yemin
Chairman and CEO of Delek US Holdings, Inc.



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