Delek US Holdings has priced a private offering of $400 million aggregate principal amount of 0% convertible senior notes due 2031.
The company also granted the initial purchasers an option to acquire up to an additional $60 million of notes during a 13-day period beginning when the notes are issued.
The offering was expected to close on September 29, 2026, subject to customary conditions.
Delek plans to use part of the net proceeds to fund capped call transactions designed to reduce potential dilution associated with future conversion of the notes.
The remaining proceeds will be used for general corporate purposes, including partial repayment of amounts outstanding under Delek’s term loan credit facility together with related accrued interest, fees and expenses.
The notes will not bear regular interest and their principal amount will not accrete.
They mature November 1, 2031, unless converted, redeemed or repurchased earlier.
The initial conversion rate is 11.7219 shares of Delek common stock for each $1,000 principal amount of notes.
That equates to an initial conversion price of approximately $85.31 per share, representing a roughly 27.5% premium to Delek’s $66.91 closing share price on September 24.
Delek may not generally redeem the notes before November 6, 2029, except through a specified cleanup redemption provision.
The capped call transactions have an initial cap price of approximately $117.09 per share, representing a roughly 75% premium to the September 24 closing price.
Delek’s operations include petroleum refining, logistics, pipelines and renewable fuels. Its refining assets have combined nameplate crude throughput capacity of 302,000 barrels per day.
