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ALJ > SEC Filings for ALJ > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for ALON USA ENERGY, INC.

Form 8-K for ALON USA ENERGY, INC.


19-Nov-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial


Item 1.01. Entry into a Material Definitive Agreement.

Term Loan Credit Facility
On November 13, 2012, Alon USA Energy, Inc. (the "Company"), entered into a Credit and Guaranty Agreement (the "Term Loan") by and among the Company, as Borrower, the lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent.
Borrowings under the Term Loan are available as a single borrowing on the closing date of the Term Loan (the "Closing Date") in an aggregate principal amount of $450 million. The loan under the Term Loan will mature on the sixth anniversary of the Closing Date.
Proceeds received by the Company under the Term Loan were used to repay the Company's existing term loan indebtedness of approximately $422 million and for general corporate purposes.
Obligations under the Term Loan are jointly and severally guaranteed by substantially all of the Company's subsidiaries except for our retail subsidiaries and those subsidiaries established in conjunction with our acquisition of the Krotz Springs, Louisiana refinery. The Term Loan is secured by a second lien on cash, accounts receivable and inventory and a first lien on most of our remaining assets. Liens securing the Term Loan exclude the assets of our retail subsidiaries and those subsidiaries established in conjunction with the Krotz Springs refinery acquisition.
The Term Loan includes customary events of default and restrictions on the activities of the Company and the subsidiary guarantors. Borrowings under the Term Loan bear interest at a rate equal to, at the election of the Company, either (i) the Eurodollar rate plus 8.75% or (ii) the Prime rate plus 7.75%. A copy of the Term Loan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Term Loan contained herein is qualified in its entirety by reference to the full text of the Term Loan. Amendment to Israel Discount Bank of New York Credit Facility In conjunction with the execution of the Term Loan, the Company entered into an Eleventh Amendment to the Amended Revolving Credit Agreement (the "Eleventh Amendment") by and among the Company and Israel Discount Bank of New York, as administrative agent, co-arranger and collateral agent, Bank Leumi USA, as co-arranger, and certain other guarantor companies and financial institutions from time to time named therein. The Eleventh Amendment contained technical changes required to accommodate execution of the Term Loan described above. A copy of the Eleventh Amendment is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The description of the Eleventh Amendment contained herein is qualified in its entirety by reference to the full text of the Eleventh Amendment.
On November 16, 2012, the Company entered into a Twelfth Amendment to Amended Revolving Credit Agreement (the "Twelfth Amendment") by and among the Company and Israel Discount Bank of New York, as administrative agent, co-arranger and collateral agent, Bank Leumi USA, as co-arranger, and certain other guarantor companies and financial institutions from time to time named therein. The Twelfth Amendment contained technical changes required to accommodate the previously-announced initial public offering of common units representing limited partnership interests of Alon USA Partners, LP.
A copy of the Twelfth Amendment is attached hereto as Exhibit 10.3 and is incorporated herein by reference. The description of the Twelfth Amendment contained herein is qualified in its entirety by reference to the full text of the Twelfth Amendment.


The pro forma consolidated balance sheet at September 30, 2012, reflects the current and long-term debt classification of existing term loan indebtedness at September 30, 2012 as if the Term Loan was entered into before the Form 10-Q for the period ended September 30, 2012 was filed on November 6, 2012.

                     ALON USA ENERGY, INC. AND SUBSIDIARIES
                     PRO FORMA CONSOLIDATED BALANCE SHEETS
                       (unaudited, dollars in thousands)
                                                                       Pro Forma           Pro Forma
                                                 September 30,        Adjustments        September 30,
                                                      2012                                    2012
                    ASSETS
Current assets:
Cash and cash equivalents                       $       45,692     $            -       $       45,692
Accounts and other receivables, net                    252,105                  -              252,105
Inventories                                            240,689                  -              240,689
Deferred income tax asset                               35,986                  -               35,986
Prepaid expenses and other current assets               21,581                  -               21,581
Total current assets                                   596,053                  -              596,053
Equity method investments                               25,454                  -               25,454
Property, plant and equipment, net                   1,494,369                  -            1,494,369
Goodwill                                               105,943                  -              105,943
Other assets, net                                       99,118                  -               99,118
Total assets                                    $    2,320,937     $            -       $    2,320,937
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                $      352,714     $            -       $      352,714
Accrued liabilities                                    151,478                  -              151,478
Current portion of long-term debt                      428,882           (417,375 )             11,507
Total current liabilities                              933,074           (417,375 )            515,699
Other non-current liabilities                          253,628                  -              253,628
Long-term debt                                         369,851            417,375              787,226
Deferred income tax liability                          308,043                  -              308,043
Total liabilities                                    1,864,596                  -            1,864,596
Stockholders' equity:
Preferred stock                                         42,200                  -               42,200
Common stock                                               609                  -                  609
Additional paid-in capital                             351,124                  -              351,124
Accumulated other comprehensive loss, net of
income tax                                             (47,499 )                -              (47,499 )
Retained earnings                                      109,471                  -              109,471
Total stockholders' equity                             455,905                  -              455,905
Non-controlling interest in subsidiaries                   436                  -                  436
Total equity                                           456,341                  -              456,341
Total liabilities and equity                    $    2,320,937     $            -       $    2,320,937




Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.



Item 9.01. Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit Number   Description
10.1             Credit and Guaranty Agreement, dated as of November 13, 2012, among
                 Alon USA Energy, Inc., Alon USA Partners, LP, the lenders party
                 thereto and Credit Suisse AG, as Administrative Agent and Collateral
                 Agent.
10.2             Eleventh Amendment to Amended Revolving Credit Agreement, dated as
                 of November 13, 2012, by and among Alon USA, LP, Israel Discount
                 Bank of New York, Bank Leumi USA and certain other guarantor
                 companies and financial institutions from time to time named
                 therein.
10.3             Twelfth Amendment to Amended Revolving Credit Agreement, dated as of
                 November 16, 2012, by and among Alon USA, LP, Israel Discount Bank
                 of New York, Bank Leumi USA and certain other guarantor companies
                 and financial institutions from time to time named therein.


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