Item 5.07
Submission of Matters to a Vote of Security Holders.
As previously disclosed on November 8, 2017,
Alon USA Partners, LP (
MLP
), a Delaware limited partnership and an indirect, partially owned subsidiary of Delek US Holdings, Inc., a Delaware corporation (
Parent
), and Alon USA Partners GP, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (
MLP General Partner
, and together with MLP, the
MLP Parties
), entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Parent and Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (
Merger Sub
). Pursuant to the Merger Agreement, Merger Sub will be merged with and into MLP, with MLP being the surviving entity and an indirect, wholly owned subsidiary of Parent (the
Merger
).
As previously announced, the completion of the Merger is subject, among other conditions, to the delivery of written consents representing the affirmative vote or consent of holders of at least a majority of the outstanding common units of MLP. The board of directors of MLP General Partner set January 2, 2018 as the record date (the
Record Date
) for determining holders of MLP common units entitled to execute and deliver written consents with respect to the approval of the Merger Agreement and the Merger. As of the close of business on the Record Date, there were 62,529,328 MLP common units outstanding and entitled to vote with respect to the Merger Agreement and the Merger.
On January 8, 2018, Alon Assets, Inc., a wholly owned subsidiary of Parent, which as of the Record Date, beneficially owned 51,000,000 common units representing 81.6% of the outstanding common units of MLP, delivered a written consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger. The delivery of this consent was sufficient to adopt the Merger Agreement and approve the acquisition by Merger Sub of MLP without the receipt of written consents from any other holder of MLP common units.
The deadline for the consent process expired at 5:00 p.m. (prevailing Eastern Time), on February 5, 2018. A summary of the voting results for the following proposal is set forth below:
1.
Approval of the Merger and adoption and approval of the Merger Agreement and the transactions contemplated thereby.
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Votes
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Votes
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Votes Approving
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Disapproving
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Abstaining
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52,111,966
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33,815
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299,837
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2