Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ALDW > SEC Filings for ALDW > Form 8-K on 26-Nov-2012All Recent SEC Filings

Show all filings for ALON USA PARTNERS, LP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ALON USA PARTNERS, LP


26-Nov-2012

Entry into a Material Definitive Agreement, Completion of Acquisition or Di


Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On November 19, 2012, Alon USA Partners, LP, a Delaware limited partnership (the "Partnership"), entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Partnership, Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Alon USA Energy, Inc. a Delaware corporation ("Alon Energy"), Alon USA GP, LLC, a Delaware limited liability company ("Alon USA GP"), Alon Assets, Inc., a Delaware corporation and the sole member of the General Partner ("Alon Assets" and, together with the Partnership, the General Partner, Alon Energy and Alon USA GP, the "Alon Parties") and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the "Underwriters"), providing for the offer and sale (the "Offering") by the Partnership, and purchase by the Underwriters, of 10,000,000 common units representing limited partner interests (the "Firm Units") at a price to the public of $16.00 per Common Unit ($14.88 per Common Unit, net of underwriting discounts). On November 20, 2012, the Underwriters notified the Partnership of their election to exercise their over-allotment option in full, pursuant to the terms of the Underwriting Agreement, for 1,500,000 Common Units (the "Option Units," and, together with the Firm Units, the "Offered Units"). The material terms of the Offering are described in the prospectus, dated November 19, 2012 (the "Prospectus"), filed by the Partnership with the Securities and Exchange Commission (the "Commission") on November 21, 2012 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-183671), initially filed by the Partnership on August 31, 2012.

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Alon Parties have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Offering of the Offered Units closed November 26, 2012, and the Partnership received proceeds (net of underwriting discounts) from the Offering of approximately $171.1 million. The Partnership used the net proceeds from the Offering to repay approximately $171.1 million of principal and accrued interest relating to intercompany debt payable by the Partnership's subsidiaries to Alon Energy and its affiliates. In addition, Alon Energy paid approximately $2.0 million of offering expenses on behalf of the Partnership.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Contribution Agreement

The description of the Contribution Agreement provided below under Item 2.01 is incorporated in this Item 1.01 by reference. A copy of the Contribution Agreement is attached as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Long-Term Incentive Plan

The description of the Long-Term Incentive Plan provided below under Item 5.02 (and as defined therein) is incorporated in this Item 1.01 by reference. A copy of the Long-Term Incentive Plan is attached as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Omnibus Agreement

On November 26, 2012, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the "Omnibus Agreement") by and among the Partnership, the General Partner, Alon Energy and Alon Assets.

Pursuant to the Omnibus Agreement, Alon Energy will indemnify the Partnership for certain liabilities relating to:

the failure to convey good and indefeasible title to the assets contributed to the Partnership, and such failure renders the Partnership unable to use or operate such assets;



failure of the Partnership to be the owner of valid and indefeasible easement rights, rights-of-way, leasehold and/or fee ownership interest in and to the lands on which the contributed assets are located;

failure of the Partnership to be the owner of valid title to 100% of the equity interest of Alon USA, LP and Alon USA Refining, LLC;

failure of the Partnership to have any consent or governmental approval that inhibits Partnership's ability to to use or operate the contributed assets; and

all federal, state and local income tax liabilities attributable to the ownership and operation of the contributed assets prior to the closing of the Offering.

The indemnification obligations described above terminate on the third anniversary of the closing of the Offering, except for the indemnification regarding federal, state and local income tax liabilities, which shall survive until sixty (60) days after the termination of any applicable statute of limitations.

. . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

Contribution Agreement

On November 26, 2012, in connection with the closing of the Offering, the following transactions, among others, occurred pursuant to the Contribution, Conveyance and Assumption Agreement by and among the General Partner, the Partnership, Alon Energy, Alon Assets, Alon Refining, Alon Operating, Alon USA LP and Alon USA GP (the "Contribution Agreement") (terms used herein but not defined have the meaning given to them in the Contribution Agreement):

Alon USA GP distributed all of the interests in Alon USA GP II to Alon Assets.

Alon Assets contributed 100% of the member interests in each of Alon USA Delaware, Alon USA GP II, LLC and Alon Refining to the Partnership in exchange for 51,000,000 Common Units.

The Partnership and all of its subsidiaries assigned their remaining intercompany receivables to Alon Assets, and Alon Assets assumed liability for all of the remaining intercompany payables of the Partnership and all of its subsidiaries, other than the IPO Repayment Obligations.

Alon Energy executed and delivered the Promissory Note as consideration for Alon Assets' assumption of the MLP Tranche of the New Term Loan Facility.

The Partnership assumed the MLP Tranche of the New Term Loan Facility from Alon Assets.

The Underwriters contributed $171.1 million in cash, in exchange for 11,500,000 Common Units.

The Partnership repaid approximately $171.1 million of its intercompany liabilities, and Alon Energy paid, on behalf of the Partnership, approximately $2.0 million of offering expenses.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated in this Item 2.01 by reference.


Relationships

The description of the relationships among the Partnership, the General Partner and Alon Energy are provided above under Item 1.01 is incorporated in this Item 2.01 by reference.



Item 3.02 Unregistered Sales of Equity Securities

The description in Item 2.01 above of the issuance by the Partnership of Common Units to Alon Assets on November 26, 2012 in connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated herein by reference. The foregoing transaction was undertaken in reliance upon the exemption from the registration requirements of the Securities Act by
Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for this transaction.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On November 19, 2012, in connection with the effectiveness of the Partnership's Registration Statement, Itzhak Bader, Boaz Biran, Eitan Raff, Mordehay Ventura and Snir Weissman, were appointed to the board of directors of the General Partner (the "Board"). Eitan Raff was also appointed to serve on the Board's audit committee.

Resignation of Director

On November 19, 2012, in connection with the effectiveness of the Partnership's Registration Statement, Shai Even stepped down as a director of the Board. Mr. Even is currently serving as Senior Vice President and Chief Financial Officer of the General Partner.

Long-Term Incentive Plan

On November 26, 2012, the Board of Directors of the General Partner adopted the Alon USA Partners, LP Long-Term Incentive Plan (the "LTIP") for the employees, consultants and the directors of the Partnership, the General Partner and the General Partner's affiliates who perform services for the Partnership. The LTIP consists of (1) unit options, (2) unit appreciation rights, (3) restricted units, (4) phantom units , (5) unit awards, (6) substitute awards, (7) other unit-based awards, (8) cash awards, (9) performance awards, and (10) distribution equivalent rights (collectively, "Awards"). The maximum aggregate number of shares of Common Units that may be issued pursuant to any and all Awards under the LTIP shall not exceed 3,125,000 units, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of Awards, as provided under the LTIP. Common Units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The LTIP will be administered by the board of directors of the General Partner or an alternative committee appointed by the board of directors of the General Partner.

The foregoing description of the LTIP is not complete and is qualified in its entirety by reference to the full text of the LTIP, which is filed as Exhibit 10.7 to this Form 8-K and is incorporated into this Item 5.02 by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

First Amended and Restated Agreement of Limited Partnership of Alon USA Partners, LP

On November 26, 2012, in connection with the closing of the Offering, the Partnership amended and restated its Agreement of Limited Partnership (as amended and restated, the "Partnership Agreement"). A description of the Partnership Agreement is contained in the section of the Prospectus entitled "The Partnership Agreement" and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.


Item 9.01 Exhibits




(d) Exhibits




Exhibit Number                                Description

1.1                  Underwriting Agreement by and among Alon USA Partners, LP,
                     Alon USA Partners GP, LLC, Alon Assets, Inc., Alon USA GP, LLC
                     and Alon USA Energy, Inc. and Goldman, Sachs & Co., Credit
                     Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
                     as representatives of the several underwriters named therein,
                     dated November 19, 2012.

3.1                  First Amended and Restated Agreement of Limited Partnership of
                     Alon USA Partners, LP, dated November 26, 2012.

10.1                 Omnibus Agreement by and among Alon USA Partners, LP, Alon USA
                     Partners GP, LLC, Alon Assets, Inc. and Alon Energy, Inc.,
                     dated November 26, 2012.

10.2                 Services Agreement by and among Alon USA Partners, LP, Alon
                     USA Partners GP, LLC by and Alon Energy, Inc., dated November
                     26, 2012.

10.3                 Tax Sharing Agreement by and among Alon USA Partners, LP and
                     Alon USA Energy, Inc., dated November 26, 2012.

10.4                 Distributor Sales Agreement by and among Along USA Partners,
                     LP and Southwest Convenience Stores, LLC, dated November 26,
                     2012.

10.5                 Offtake Agreement by and among Alon USA, LP and Paramount
                     Petroleum Corporation, dated November 26, 2012.

10.6                 Contribution, Conveyance and Assumption Agreement by and among
                     Alon Assets, Inc., Alon USA Partners GP, LLC, Alon USA
                     Partners, LP, Alon USA Energy, Inc., Alon USA Refining, LLC,
                     Alon USA Operating, Inc., Alon USA, LP and Alon USA GP, LLC,
                     dated November 26, 2012.

10.7                 Alon USA Partners, LP 2012 Long-Term Incentive Plan, adopted
                     as of November 26, 2012.


  Add ALDW to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ALDW - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.