S-1/A 1 g99350a4sv1za.htm AMENDMENT NO. 4 TO FORM S-1 sv1za
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As filed with the Securities and Exchange Commission on April 28, 2006
Registration No. 333-131675
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DELEK US HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation or organization)		   5500
(Primary Standard Industrial
Classification Code Number)		   52-2319066
(I.R.S. Employer
Identification Number)
830 Crescent Centre Drive, Suite 300
Franklin, Tennessee 37067
(615) 771-6701
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Ezra Uzi Yemin, President and Chief Executive Officer
Delek US Holdings, Inc.
830 Crescent Centre Drive, Suite 300
Franklin, Tennessee 37067
(615) 771-6701
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
     
Andrew C. Freedman, Esq.
Mara H. Rogers, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
Telephone (212) 318-3000
Fax (212) 318-3400		   D. Rhett Brandon, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Telephone (212) 455-2000
Fax (212) 455-2502
     Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.    o
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
CALCULATION OF REGISTRATION FEE
                         
                         
                         
Title of Each Class of     Amount     Proposed Maximum     Proposed Maximum     Amount of
Securities to be Registered     to be Registered     Offering Price Per Share     Aggregate Offering Price     Registration Fee
                         
Common stock, $0.01 par value per share
     11,500,000 shares     $16.00     $184,000,000     $19,688(1)
                         
                         
(1)  $24,610 was previously paid on February 8, 2006.
     The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell the securities, nor is it a solicitation of an offer to buy the securities, in any state where an offer or sale of the securities is not permitted.

Subject to Completion, dated April 28, 2006
PROSPECTUS
(DELEK LOGO)
10,000,000 Shares
DELEK US HOLDINGS, INC.
Common Stock
 
We are selling 10,000,000 shares of our common stock in this initial public offering. We expect to use a portion of the net proceeds from this offering to fully repay the outstanding intercompany indebtedness owed to our affiliate, Delek – The Israel Fuel Corporation Ltd., and to our parent, Delek Group Ltd.
Prior to this offering, Delek Group Ltd. owned indirectly all of our capital stock. Upon completion of this offering, without giving effect to the exercise of the underwriters’ option to purchase additional shares, Delek Group Ltd. will own approximately 79.8% of our common stock. After this offering, Delek Group Ltd. will continue to control us.
No public market currently exists for our common stock. We have applied for listing of our common stock on the New York Stock Exchange under the symbol “DK.” We currently expect that the initial public offering price will be between $14.00 and $16.00 per share.
       Investing in our common stock involves risks. See “Risk Factors” beginning on page 11.
                 
    Per Share   Total
         
Initial Public Offering Price
   $       $    
Underwriting Discount
   $       $    
Proceeds to Delek US Holdings, Inc. (before expenses) 
   $       $    
We have granted the underwriters a 30-day option to purchase up to an aggregate of 1,500,000 additional shares on the same terms and conditions as set forth above if the underwriters sell more than  shares of common stock in this offering.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on or about                     , 2006.
 
Joint Book-Running Managers
Lehman Brothers Citigroup
 
Credit Suisse
  HSBC
  Morgan Keegan & Company, Inc.
  William Blair & Company
  Israel Discount Bank of New York
                        , 2006

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Corporate Headquarters Tyler Refinery Primary Retail Markets Rack Terminals at Tyler Refinery Retail Concept Store Retail Merchandising Tyler Refinery Unbranded and Branded Retail Sites

 

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Index to Financial Statements
     F-1  
 EX-5.1: OPINION OF FULBRIGHT & JAWORSKI LLP
 EX-23.2: CONSENT OF ERNST & YOUNG LLP
 EX-23.3: CONSENT OF ERNST & YOUNG LLP
 EX-23.4: CONSENT OF ERNST & YOUNG LLP
 EX-23.5: CONSENT OF MAYER HOFFMAN MCANN P.C.
 
      You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may be accurate only on the date of this prospectus regardless of the time of delivery of this prospectus.
Dealer Prospectus Delivery Obligation
      Until                     , 2006 (the 25th calendar day after date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

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PROSPECTUS SUMMARY
      This summary highlights information contained elsewhere in this prospectus but might not contain all of the information that is important to you. Before investing in our common stock, you should read the entire prospectus carefully, including the “Risk Factors” section and our historical and pro forma consolidated financial statements and the notes thereto included elsewhere in this prospectus.  
 
      Unless otherwise indicated, the information contained in this prospectus assumes that the underwriters’ option to purchase additional shares is not exercised.  
 
      We conduct our business primarily through our operating subsidiaries, each of which is a direct or indirect wholly-owned subsidiary of Delek US Holdings, Inc. In this prospectus, unless the context otherwise requires, the terms “our company,” “Delek,” “we,” “us” and “our” refer to Delek US Holdings, Inc. and its consolidated subsidiaries and their predecessors. In addition, unless otherwise specified, all references in this prospectus to the number of stores that we own or operate or to the number of dealer-operated retail locations are as of April 18, 2006. You should refer to the “Glossary of Selected Terms” beginning on page 125 for definitions of some of the terms we use to describe our business and industry.  
Our Company
Company Overview
      We are a diversified energy business focused on petroleum refining and supply and on retail marketing. Our business consists of two main operating segments: refining and retail. Our refining segment operates a high conversion, independent refinery in Tyler, Texas. Our retail segment markets gasoline, diesel and other refined petroleum products and convenience merchandise through a network of 349 company-operated retail fuel and convenience stores. We also have a wholesale fuel distribution operation. Since our founding in 2001, we have grown rapidly through the acquisition of refining and convenience store-related assets.
      Refining segment. We operate the Tyler refinery, a high conversion, independent refinery with a design crude distillation capacity of 60,000 barrels per day, or bpd, along with an associated crude oil pipeline and light products loading facilities. As a “moderate complexity” refinery, the Tyler refinery can produce and sell a full range of gasoline, diesel, jet fuels and petrochemical feedstocks, but cannot refine these fuels into chemicals, petrochemicals or other specialty products. The Tyler refinery includes a fluidized catalytic cracking unit and a delayed coker, enabling us to produce over 92% light products and less than 2% heavy oil products. The refinery is the only supplier of a full range of refined petroleum products within a radius of approximately 115 miles. Crude oil, most of which is produced locally, is delivered to the Tyler refinery primarily by pipeline, either through 65 miles of pipeline that we own or a third-party pipeline that we lease. The Tyler refinery’s refined petroleum products are marketed, through our truck loading facilities and a third-party pipeline, directly to major oil companies such as ExxonMobil and Chevron, independent refiners and marketers such as Valero, and jobbers, distributors, utility and transportation companies and independent retail fuel operators.
      Retail segment. Our 349 company-operated retail fuel and convenience stores are located in Alabama, Arkansas, Georgia, Kentucky, Louisiana, Mississippi, Tennessee and Virginia, with approximately 93% of our stores concentrated in Tennessee, Alabama and Virginia. We operate these stores primarily under the MAPCO Express®, East Coast® and Discount Food Marttm brands and market gasoline and diesel under our fuel brands as well as the BP®, Exxon®, Shell® and Chevron® brands. We market a broad selection of beverages and merchandise designed to appeal to the convenience needs of our customers and we have begun to sell proprietary food offerings under our Grille Marxtm brand. We also have a wholesale fuel distribution operation that supplies more than 50 dealer-operated retail locations.
      For the years ended December 31, 2005 and 2004, we generated net sales of $2.0 billion and $857.9 million, respectively, net income of $64.1 million and $7.3 million, respectively, and EBITDA of $135.9 million and $32.8 million, respectively. Our results for the year ended December 31, 2005 reflect the operations of the Tyler refinery since we acquired it on April 29, 2005. See “— Summary Consolidated Financial Information and Other Data” and “Selected Historical Consolidated Financial Information and

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Other Data” for our calculation of EBITDA, as well as a reconciliation of EBITDA amounts to net income, the most directly comparable generally accepted accounting principles, or GAAP, measure.
      We intend to pursue additional refinery acquisitions and acquisitions of logistic and other assets complementary to our refinery and to expand our retail business through acquisitions and new store development. In our refining segment, we have implemented, and intend to continue to implement, operational changes and capital investments to improve the efficiency, processing capacity, capability and utilization of our Tyler refinery. In our retail segment, we are implementing a new branding and re-imaging campaign that will include retrofitting some existing stores and building of new stores with the “MAPCO Mart” brand. We also intend to continue investment in our technological infrastructure to enable us to better address the expectations of our customers and improve our operating efficiencies and inventory management.
Market Opportunities
      We expect that major oil and gas companies and independent retailers will continue to divest refining and retail assets, providing us with acquisition and growth opportunities. We also expect that limited refining capacity in the United States, along with increasing refinery utilization rates and demand for refined petroleum products, will benefit our refining segment.
      The U.S. convenience store industry is highly fragmented, which we expect will lead to additional acquisition opportunities as companies decide to exit the sector to focus on their core businesses and as smaller operators are unable to compete with larger companies in the sector with their economies of scale and stronger purchasing power. Our retail business is currently concentrated in the southeastern United States. This market, including states adjacent to those in which we currently operate, or in which we currently have a small number of stores, provide additional expansion opportunities.
Competitive Advantages
      We believe that we enjoy the following competitive advantages, among others:
  •  Proven ability to integrate acquisitions. We have successfully integrated our refinery, four large retail fuel and convenience store acquisitions and several smaller acquisitions since our formation in 2001, and have improved their operating performance.
 
  •  Niche market refinery. Our Tyler refinery is the only supplier of a full range of finished petroleum products within a radius of approximately 115 miles, which provides us with a cost advantage over other companies that would need to import fuel via pipeline and truck from outside the area.
 
  •  Strong market presence in our existing retail markets. We believe that we rank first among convenience store operators in terms of number of stores in each of the Nashville, Memphis and Northern Alabama regions and third among convenience store operators in the Richmond, Virginia region, which enables us to realize economies of scale and cost-efficiencies and provides us with a platform for continued growth through acquisitions.
 
  •  Scalable information technology. Our information technology systems deliver timely and focused feedback on margins and sales volumes, enabling our managers to react quickly to market developments.
 
  •  Management focus and expertise. Our experienced management encourages broad employee participation in decision-making and focuses on controlling operating expenses and loss prevention, which enables us to respond rapidly to market trends and opportunities.
Recent Developments
      We currently estimate that operating income for the first quarter of 2006 was between $21.0 million and $25.0 million as compared to $2.2 million for the first quarter of 2005. We also estimate that, as of March 31, 2006, our cash and cash equivalents balance was approximately $71.5 million, and our total debt outstanding, including current maturities, was approximately $268.3 million.

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      The estimated increase in first quarter 2006 operating income as compared to first quarter 2005 operating income was primarily attributable to the operation of the Tyler refinery for the entire quarter. Effective April 29, 2005, we completed the acquisition of the Tyler refinery and related assets.
      We currently estimate that the average throughput for the Tyler refinery for the first quarter of 2006 was in the range of 59,000 bpd to 60,000 bpd and the average products sold over the same period were approximately 54,000 bpd. For the quarter ended March 31, 2006, we currently estimate our refining operating margin to have been between $8.19 and $8.85 per barrel compared to an average U.S. Gulf Coast 5-3-2 crack spread of $8.34 per barrel. There is no first quarter 2005 comparison because we purchased the Tyler refinery in the second quarter of 2005.
      We currently estimate that retail fuel sales for the first quarter of 2006 were approximately 89.0 to 90.0 million gallons compared to 80.1 million gallons for the first quarter of 2005. We also currently estimate that merchandise sales for the first quarter of 2006 were between $72.0 million to $73.0 million, compared to $66.0 million for the first quarter of 2005, with a merchandise margin percentage between 30.0% and 31.0%, compared to a merchandise margin percentage of 30.6% for the first quarter of 2005. The estimated increases in retail fuel sales (gallons) and merchandise sales in the first quarter of 2006 as compared to the first quarter of 2005 were primarily due to a higher average store count in 2006 (349 stores versus 330 in 2005) along with a 5.2% increase in comparable store merchandise sales.
      The foregoing estimates are not final and, accordingly, our actual results for the first quarter of 2006 could differ significantly from our estimates. We are currently performing our internal review procedures for the quarter ended March 31, 2006. You should consider this additional information in conjunction with our audited consolidated financial statements and the notes thereto for the three-year period ended December 31, 2005, as well as “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “Selected Historical Consolidated Financial Information and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
Summary Risks
      Our business is subject to numerous risks as discussed more fully in the section entitled “Risk Factors” immediately following this Prospectus Summary. We believe that the most significant of these risks include the following:
  •  competition;
 
  •  changes in, or the failure to comply with, the extensive government regulations applicable to our industry segments;
 
  •  decreases in our refining margins or fuel gross profit as a result of increases in the prices of crude oil, other feedstocks and refined petroleum products;
 
  •  our ability to execute our strategy of growth through acquisitions and transactional risks in acquisitions;
 
  •  general economic and business conditions, particularly levels of spending relating to travel and tourism or conditions affecting the southeastern United States;
 
  •  dependence on one principal fuel supplier and one wholesaler for a significant portion of our convenience store merchandise;
 
  •  operating hazards, natural disasters, casualty losses and other matters beyond our control;
 
  •  increases in our debt levels and restrictive covenants in our debt agreements;
 
  •  potential conflicts of interest between our major stockholder and other stockholders; and
 
  •  our discretion in the use of net proceeds from this offering.

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Company History
      We are a Delaware corporation formed in April 2001. We are an indirect wholly-owned subsidiary of Delek Group Ltd., a conglomerate that is domiciled and publicly traded in Israel, which has significant interests in fuel supply businesses and which is controlled indirectly by Mr. Itshak Sharon (Tshuva). We were formed by Delek Group Ltd. in connection with our acquisition in May 2001 of 198 retail fuel and convenience stores from a subsidiary of The Williams Companies. Since then, we have completed several other acquisitions of retail fuel and convenience stores. In 2005, we expanded our scope of operations to include complementary petroleum refining and wholesale and distribution businesses by acquiring the Tyler refinery.
Corporate Information
      Our principal executive offices are located at 830 Crescent Centre Drive, Suite 300, Franklin, Tennessee 37067, and our telephone number at that address is (615) 771-6701. We intend to operate a website located at www.delekus.com after the completion of this offering.

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The Offering
Common stock offered 10,000,000 shares
 
Common stock to be outstanding after the offering 49,389,869 shares(1)
 
Underwriters’ option(1) We have granted the underwriters a 30-day option to purchase from us up to an aggregate of 1,500,000 additional shares of our common stock if they sell more than 10,000,000 shares in the offering.
 
Use of proceeds We estimate that the net proceeds to us from this offering will be approximately $136.8 million. We expect to use a portion of the net proceeds from this offering to repay $42.5 million principal amount of our debt, plus accrued interest, all of which is owed to our affiliates. We expect to use the majority of the remaining net proceeds for future acquisitions, capital improvements to our refinery and existing retail fuel and convenience stores and construction of new retail fuel and convenience stores, and the remainder of the net proceeds for general corporate purposes.
 
Dividend policy We will pay a quarterly cash dividend of $0.0375 per share of our common stock in the fourth quarter of 2006. Thereafter, we intend to pay quarterly cash dividends on our common stock at an initial annual rate of $0.15 per share. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our results of operations, financial condition, earnings, capital requirements, restrictions in our debt agreements and legal requirements.
 
Proposed New York Stock Exchange (“NYSE”) symbol “DK”
 
Risk factors An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” beginning on page 11 and the other information contained in this prospectus prior to making an investment decision regarding our common stock.
 
(1)  The number of shares of common stock to be outstanding after the offering:
  •  gives effect to a 393,898.69-for-one split of our common stock effected on April 18, 2006;
 
  •  excludes 1,969,493 shares of common stock issuable upon the exercise of outstanding share purchase rights held by our president and chief executive officer, having a weighted average exercise price of $2.03 per share;
 
  •  excludes 130,000 shares of common stock issuable upon the exercise of stock options to be granted to a director pursuant to an amended and restated consulting agreement under our 2006 long-term incentive plan on the date of the underwriting agreement for this offering;
 
  •  excludes 1,378,000 shares of common stock issuable upon the exercise of stock options to be granted to certain directors, officers and employees under our 2006 long-term incentive plan upon or prior to the completion of this offering;
 
  •  excludes 71,500 shares of common stock underlying restricted stock units to be awarded to certain directors, officers and employees under our 2006 long-term incentive plan upon the filing of a registration statement on Form S-8 registering the shares of our common stock issuable under our 2006 long-term incentive plan, which Form S-8 we intend to file within 30 days after the completion of this offering;
 
  •  excludes 1,473,892 shares of common stock reserved for future grants or awards from time to time under our 2006 long-term incentive plan; and
 
  •  assumes no exercise by the underwriters of their option to purchase up to 1,500,000 additional shares of common stock from us if they sell more than 10,000,000 shares in the offering.

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Summary Consolidated Financial Information and Other Data
      The following table sets forth our summary historical consolidated financial information and other data. The historical statement of operations and cash flow data for the fiscal years ended December 31, 2003, 2004 and 2005 are derived from, and should be read in conjunction with, our audited consolidated financial statements and related notes appearing elsewhere in this prospectus. Our financial condition and results of operations for certain periods may not be comparable due to the acquisition of Williamson Oil Co., Inc. effective April 30, 2004, the acquisition of the Tyler refinery and related assets effective April 29, 2005, various refinancings of indebtedness and other transactions.
      The information contained in this table should also be read in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Information and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes thereto, all included elsewhere in this prospectus.
                           
    Year Ended December 31,
     
    2003   2004(1)   2005(2)
             
    (Dollars in thousands,
    except share and per share data)
Statement of Operations Data:
                        
Net sales:
                        
 
Retail
     $600,157       $857,834       $1,100,961  
 
Refining
     —       —       930,556  
 
Other
     —       65       352  
                         
 
Total
     600,157       857,899       2,031,869  
Expenses:
                        
 
Cost of goods sold
     500,181       730,780       1,731,625  
 
Operating expenses
     62,704       80,060       133,088  
 
General and administrative expenses
     12,874       15,122       23,495  
 
Depreciation and amortization
     8,784       12,374       16,092  
 
Gain on disposal of assets
     (430 )     (898 )     (1,631 )
 
Losses on forward contract activities(3)
     —       —       9,087  
                         
      584,113       837,438       1,911,756  
                         
Operating income
     16,044       20,461       120,113  
Interest expense
     5,902       7,117       17,369  
Interest income
     (30 )     (58 )     (2,144 )
Interest expense — related party
     120       1,210       3,021  
Write-off of deferred financing costs in connection with refinance(4)
     —       —       3,466  
(Gain) loss on derivative instruments(5)
     (242 )     727       (1,527 )
Guarantee fees to related parties(6)
     —       —       591  
                         
      5,750       8,996       20,776  
                         

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    Year Ended December 31,
     
    2003   2004(1)   2005(2)
             
    (Dollars in thousands,
    except share and per share data)
Income before income taxes and cumulative effect of change in accounting policy
     10,294       11,465       99,337  
Income tax expense
     3,814       4,132       34,954  
                         
Income before cumulative effect of change in accounting policy
     6,480       7,333       64,383  
Cumulative effect of change in accounting policy
     —       —       267  
                         
Net income
     $6,480       $7,333       $64,116  
                         
Basic and diluted earnings per share(7)
     $0.16       $0.19       $1.63  
Weighted average shares, basic and diluted(7)
     39,389,869       39,389,869       39,389,869  
Cash Flow Data:
                        
Cash flows provided by operating activities
     $26,333       $24,926       $148,668  
Cash flows used in investing activities
     (16,149 )     (27,343 )     (162,313 )
Cash flows (used in) provided by financing activities
     (2,242 )     5,616       54,107  
                         
Net increase in cash and cash equivalents
     $7,942       $3,199       $40,462  
                         
Segment Data(8):
                                   
    Year Ended December 31, 2005
     
        Corporate,    
        Other and    
    Refining(2)   Retail   Eliminations(9)   Consolidated
                 
    (Dollars in thousands)
Net sales (excluding intercompany sales)
     $930,556       $1,100,961       $352       $2,031,869  
Intercompany sales
     888       —       (888 )     —  
 
Cost of goods sold
     776,373       956,140       (888 )     1,731,625  
 
Operating expenses
     45,866       86,857       365       133,088  
                                 
Segment contribution margin
     $109,205       $57,964       $(13 )     167,156  
                                 
General and administrative expenses
                             23,495  
Depreciation and amortization
                             16,092  
Gain on disposal of assets
                             (1,631 )
Losses on forward contract activities(3)
                             9,087  
                           
Operating income
                             $120,113  
                           

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    Year Ended December 31,
     
    2003   2004(1)   2005(2)
             
    (Dollars in thousands, except pricing information)
Other Data:
                        
EBITDA(10)
     $24,828       $32,835       $135,938  
Capital expenditures
     5,181       6,974       29,186  
 
Key Operating Statistics:
                        
REFINING SEGMENT:
                        
Days operated in period(2)
                     247  
Total sales volume (average barrels per day)
                     51,096  
Products manufactured (average barrels per day):
                        
 
Gasoline
                     26,927  
 
Diesel/Jet
                     20,779