Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 30, 2017, the mergers pursuant to the previously announced Agreement and Plan of Merger, dated as of January 2, 2017 (the “Merger Agreement”), by and among Alon USA Energy, Inc. (the “Company”), Delek US Holdings, Inc., a Delaware corporation, Delek Holdco, Inc., a Delaware corporation, Dione Mergeco, Inc., a Delaware corporation and Astro Mergeco, Inc., a Delaware corporation (“Alon Merger Sub”), as amended by the First Amendment, dated as of February 27, 2017, and the Second Amendment, dated as of April 21, 2017, were closed and are effective as of July 1, 2017 (the “Effective Time”). Immediately prior to the Effective Time, Delek US Holdings, Inc.’s name will be changed to “Delek US Energy, Inc.” and Delek Holdco, Inc.’s name will be changed to “Delek US Holdings, Inc.” As such, Delek Holdco, Inc. (which is to be renamed Delek US Holdings, Inc.) is referred to herein as “New Delek,” and Delek US Holdings, Inc. (which is to be renamed Delek US Energy, Inc.) is referred to herein as “Delek.” Effective as of the Effective Time, the Company will be a wholly owned subsidiary, directly and indirectly, of New Delek, as a result of the merger of Alon Merger Sub with and into the Company (the “Merger”), with the Company surviving.
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each issued and outstanding share of Company common stock, par value $0.01 per share (“Company Common Stock”), other than certain shares held by New Delek and its subsidiaries or held in the treasury of the Company, will be converted into the right to receive 0.504 of a share of New Delek common stock, par value $0.01 per share (such common stock, “New Delek Common Stock,” and such consideration, the “Merger Consideration”), or, in the case of fractional shares of New Delek Common Stock, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of New Delek Common Stock multiplied by (ii) $25.96
per share, which is the volume-weighted average price of Delek common stock for the twenty consecutive days ending as of June 30, 2017. In addition, at the Effective Time, each outstanding share of restricted Company Common Stock (“Company Restricted Stock”) will be assumed by New Delek and converted into a restricted stock award denominated in shares of New Delek Common Stock.
The foregoing description of the Merger Agreement and the Merger is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, as amended, filed with the Securities and Exchange Commission (the “SEC”) on January 3, 2017 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that trading in Company Common Stock should be suspended and the listing of Company Common Stock on the NYSE should be removed. The trading of Company Common Stock on the NYSE will be suspended before the opening of the market on July 3, 2017. The Company also requested that the NYSE file with the SEC an application on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Furthermore, the Company intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended as soon as practicable.