Delek US prices $400M in convertible notes due 2031

Delek US Holdings, Inc. (NYSE: DK) has priced a private offering of $400 million in aggregate principal amount of 0.00% convertible senior notes due November 1, 2031, according to a company statement.

The notes carry an initial conversion rate of 11.7219 shares of common stock per $1,000 principal amount, equivalent to a conversion price of approximately $85.31 per share. That represents a premium of approximately 27.5% over the stock's last reported sale price of $66.91 on the New York Stock Exchange on September 24, 2026.

The company also granted initial purchasers an option to buy up to an additional $60 million in aggregate principal amount within a 13-day period from the date the notes are first issued. The offering is expected to close September 29, 2026, subject to customary closing conditions.

Delek intends to use a portion of the proceeds to fund capped call transactions designed to reduce potential dilution to common stockholders upon conversion. The cap price on those transactions is initially approximately $117.09 per share, representing a 75% premium over the September 24 closing price. The remainder of the proceeds will be applied to general corporate purposes, including partial repayment of amounts outstanding under the company's term loan credit facility.

The notes will be senior unsecured obligations, fully and unconditionally guaranteed by subsidiaries that also guarantee the company's existing term loan and revolving credit facilities. The notes will not bear regular interest and will not accrete in principal value.

The company may not redeem the notes before November 6, 2029, except under a cleanup redemption provision triggered when less than 10% of the original principal amount remains outstanding. In the event of a fundamental change, noteholders may require Delek to repurchase their notes at 100% of principal plus any accrued and unpaid interest.

The notes are being offered solely to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and have not been registered under federal or state securities laws.

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