Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

 

ALON USA PARTNERS, LP

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 


LOGO

Dear Unitholders:

              On November 8, 2017, Alon USA Partners, LP ("ALDW") and Delek US Holdings, Inc. ("Delek") entered into an agreement and plan of merger (as it may be amended from time to time, the "Merger Agreement"), pursuant to which ALDW will merge with Sugarland Mergeco, LLC, an indirect wholly-owned subsidiary of Delek ("Merger Sub" and, together with Delek, the "Delek Parties"), with ALDW continuing as the surviving entity and becoming a wholly-owned subsidiary of Delek (the "Merger").

              If the Merger is completed, each of the common units representing limited partner interests in ALDW ("ALDW Common Units") not held directly or indirectly by Delek, its subsidiaries or ALDW (the "ALDW Public Units") will be converted into the right to receive 0.4900 (the "Exchange Ratio") of a share of common stock, par value $0.01 per share, of Delek (the "Delek Common Stock" and, such per unit consideration, the "Merger Consideration"). Based on the closing price of Delek Common Stock on November 8, 2017, the last trading day before the public announcement of the Merger, the aggregate value of the Merger Consideration was approximately $160 million. The Exchange Ratio is fixed and will not be adjusted on account of any change in price of either Delek Common Stock or ALDW Common Units prior to completion of the Merger. Based on the estimated number of shares of Delek Common Stock and ALDW Public Units that will be outstanding immediately prior to the closing of the Merger, upon the closing of the Merger, former ALDW common unitholders will own approximately 6.5%, and current Delek stockholders will own approximately 93.5%, of Delek, respectively.

              The conflicts committee (the "ALDW GP Conflicts Committee") of the board of directors (the "ALDW GP Board") of Alon USA Partners GP, LLC, ALDW's general partner ("ALDW GP" and, together with ALDW, the "ALDW Parties"), by unanimous vote, determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of ALDW and the holders of ALDW Public Units, approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the ALDW GP Board. Taking into consideration such approval and recommendation, the ALDW GP Board determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of ALDW and the holders of ALDW Public Units, approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and directed that the Merger Agreement be submitted to a vote of holders of ALDW Common Units and authorized the holders of ALDW Common Units to act by written consent pursuant to ALDW's agreement of limited partnership (the "ALDW Partnership Agreement").

              The approval and adoption of the Merger Agreement and the Merger by ALDW requires the affirmative vote or consent of holders of at least a majority of the outstanding ALDW Common Units (the "Required ALDW Common Unitholder Written Consent"). Pursuant to the terms of a Support Agreement, dated as of November 8, 2017 (as it may be amended from time to time, the "Support Agreement"), by and among ALDW and Alon Assets, Inc., a wholly-owned subsidiary of Delek ("AAI"), AAI, which as of January 2, 2018 beneficially owned 51,000,000 ALDW Common Units representing approximately 81.6% of the outstanding ALDW Common Units, has irrevocably agreed to deliver a written consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (the "AAI Written Consent"), within two business days after the effectiveness of the registration statement of which this consent statement/prospectus forms a part. The delivery of the AAI Written Consent by AAI with respect to the ALDW Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger.

              The ALDW GP Board has set January 2, 2018 as the record date (the "Merger Vote Record Date") for determining holders of ALDW Common Units entitled to execute and deliver written consents with respect to this consent statement/prospectus. If you are a record holder of outstanding ALDW Common Units as of that date, you may complete, date and sign the enclosed written consent and promptly return it to ALDW. See the


section titled "Written Consents of ALDW Common Unitholders" beginning on page 26 of this consent statement/prospectus.

              This consent statement/prospectus provides you with detailed information about the proposed Merger and related matters. ALDW and Delek encourage you to read the entire document carefully. In particular, please read "Risk Factors" beginning on page 18 of this consent statement/prospectus for a discussion of risks relevant to the Merger and the combined company.

    David Wiessman
Chairman of the Board of
Directors of Alon USA Partners GP, LLC

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK TO BE ISSUED IN THE MERGER OR DETERMINED IF THIS CONSENT STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this consent statement/prospectus is January 8, 2018 and it was first mailed to unitholders on or about January 8, 2018.


Table of Contents


REFERENCES TO ADDITIONAL INFORMATION

              This consent statement/prospectus incorporates by reference important business and financial information about ALDW and Delek and their respective subsidiaries from documents filed with the Securities and Exchange Commission ("SEC") that have not been included in or delivered with this consent statement/prospectus. This information is available without charge at the SEC's website at www.sec.gov, as well as from other sources. See "Where You Can Find More Information."

              You may request copies of this consent statement/prospectus and any of the documents incorporated by reference herein or other information concerning Delek or ALDW, without charge, upon written or oral request to the applicable company's principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

For Delek:
  For ALDW:
7102 Commerce Way   7102 Commerce Way
Brentwood, Tennessee 37027   Brentwood, Tennessee 37027
Attention: Investor Relations   Attention: Investor Relations
(615) 771-6701   (615) 771-6701

              To obtain timely delivery of these documents prior to the conclusion of the consent process, holders of ALDW Common Units must request the information no later than January 29, 2018.


ABOUT THIS CONSENT STATEMENT/PROSPECTUS

              This document, which forms part of a registration statement on Form S-4 filed with the SEC by Delek (File No. 333-222014), constitutes a prospectus of Delek under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Delek Common Stock to be issued to ALDW unitholders pursuant to the Merger Agreement.

              You should rely only on the information contained or incorporated by reference in this consent statement/prospectus. None of ALDW, Delek or any of their affiliates has authorized anyone to provide you with information different from that contained or incorporated by reference in this consent statement/prospectus. Neither Delek, ALDW nor any of their respective affiliates take any responsibility for, nor can they provide any assurance as to, the reliability of any other information that others may give you. The information contained in this consent statement/prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this consent statement/prospectus. ALDW's and Delek's business, financial condition, results of operations and prospects may have changed since those dates.


CERTAIN DEFINITIONS

              On January 2, 2017, Delek US Energy, Inc. (formerly known as Delek US Holdings, Inc.), a Delaware corporation ("Old Delek"), entered into an Agreement and Plan of Merger with Alon USA Energy, Inc., a Delaware corporation ("Alon Energy"), Delek (formerly known as Delek Holdco, Inc.), a Delaware corporation (also referred to as "New Delek" herein), Dione Mergeco, Inc., a Delaware corporation and wholly-owned subsidiary of Delek ("Delek Merger Sub"), and Astro Mergeco, Inc., a Delaware corporation and wholly-owned subsidiary of Delek ("Astro Merger Sub"), as amended by the First Amendment to Agreement and Plan of Merger, dated as of February 27, 2017, and the Second Amendment to Agreement and Plan of Merger, dated as of April 21, 2017 (collectively, the "Delek-ALJ Merger Agreement"). Pursuant to the Delek-ALJ Merger Agreement, Certificates of Amendment and Certificates of Merger filed with the Secretary of State of the State of Delaware on June 30, 2017, (i) Old Delek was renamed "Delek US Energy, Inc." and Delek was renamed "Delek US Holdings, Inc."; (ii) Delek Merger Sub merged with and into Old Delek (the "Delek Merger"), with Old Delek surviving as


Table of Contents

a wholly-owned subsidiary of New Delek; and (iii) Astro Merger Sub merged with and into Alon Energy (the "Astro Merger" and, together with the Delek Merger, the "Delek-ALJ Merger"), with Alon Energy surviving as a direct and indirect wholly-owned subsidiary of Delek. The Delek-ALJ Merger was effective as of July 1, 2017 (the "Delek-ALJ Effective Time"). By reason of the Delek-ALJ Merger, at the Delek-ALJ Effective Time, New Delek became the parent public reporting company. On July 3, 2017, New Delek filed a Current Report on Form 8-K for the purpose of establishing Delek as the successor issuer to Old Delek and Alon Energy pursuant to Rule 12g-3(c) under the Exchange Act. In addition, as a result of the Delek-ALJ Merger, the shares of common stock of Old Delek and Alon Energy were delisted from the New York Stock Exchange in July 2017, and their respective reporting obligations under the Exchange Act were terminated.

              Except as otherwise specifically noted, or the context otherwise requires, as used in this consent statement/prospectus:


Table of Contents


Table of Contents


TABLE OF CONTENTS

QUESTONS AND ANSWERS

    iii  

SUMMARY

    1  

The Merger

    1  

Information About the Companies

    1  

Required Approval of the Merger by the ALDW Common Unitholders

    2  

Delek's Ownership Interest In and Control of ALDW

    2  

Recommendation of the ALDW GP Conflicts Committee

    3  

Opinion of the Financial Advisor to the ALDW GP Conflicts Committee

    3  

Delek Stockholder Approval is Not Required

    4  

The Merger Agreement

    4  

Material U.S. Federal Income Tax Consequences of the Merger

    6  

Other Information Related to the Merger

    7  

Written Consents of ALDW Common Unitholders

    8  

Summary of Risk Factors

    8  

SELECTED HISTORICAL FINANCIAL INFORMATION OF DELEK

    10  

SELECTED HISTORICAL FINANCIAL INFORMATION OF ALDW

    12  

SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

    14  

COMPARATIVE PER SHARE AND PER UNIT INFORMATION

    15  

MARKET PRICES, DIVIDEND AND DISTRIBUTION INFORMATION

    16  

RISK FACTORS

    18  

Risks Related to the Merger

    18  

Tax Risks Related to the Merger

    21  

Risks Inherent in an Investment in Delek Common Stock

    22  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

    23  

WRITTEN CONSENTS OF ALDW COMMON UNITHOLDERS

    26  

ALDW Common Units Entitled to Consent and Consent Required

    26  

Submission of Consents

    26  

Revocation of Consents

    26  

Expenses

    27  

THE MERGER

    28  

General

    28  

Delek's Ownership Interest in and Control of ALDW and Delek

    28  

Background of the Merger

    29  

Recommendation of the ALDW GP Conflicts Committee and the ALDW GP Board

    41  

Recommendation Factors

    41  

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

    48  

Opinion of the Financial Advisor to ALDW GP Conflicts Committee

    48  

Unaudited Projected Financial Information

    57  

Reasons of the Delek Board for the Merger

    64  

Interests of Certain Persons in the Merger

    64  

No Appraisal Rights

    66  

Regulatory Matters

    66  

Accounting Treatment

    66  

THE MERGER AGREEMENT

    67  

Structure of the Merger

    67  

When the Merger Becomes Effective

    67  

Effect of the Merger

    68  

i


Table of Contents

Exchange of Units; No Fractional Shares

    69  

Conditions to the Merger

    70  

Representations and Warranties

    70  

Covenants and Other Agreements

    73  

Indemnification and Insurance

    75  

Termination

    76  

Amendment, Consents and Waiver

    77  

INFORMATION ABOUT THE COMPANIES

    78  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    79  

COMPARISON OF THE RIGHTS OF DELEK COMMON STOCKHOLDERS AND ALDW COMMON UNITHOLDERS

    89  

DESCRIPTION OF DELEK CAPITAL STOCK

    107  

General

    107  

Anti-Takeover Effects of Certain Provisions of Delek's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

    108  

Limitation on Liability and Indemnification Matters

    109  

Anti-Takeover Effects of Delaware Law

    110  

Listing

    111  

Transfer Agent and Registrar

    111  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    112  

Tax Consequences of the Merger to U.S. Holders of ALDW Common Units

    113  

Tax Consequences to U.S. Holders of Owning and Disposing of Shares of Delek Common Stock Received in the Merger

    115  

Information Reporting and Backup Withholding

    115  

LEGAL MATTERS

    116  

EXPERTS

    116  

WHERE YOU CAN FIND MORE INFORMATION

    116  

DOCUMENTS INCORPORATED BY REFERENCE

    117  

ANNEX A: MERGER AGREEMENT

    A-1  

ANNEX B: OPINION OF FINANCIAL ADVISOR TO ALDW GP CONFLICTS COMMITTEE

    B-1  

ii


Table of Contents

QUESTIONS AND ANSWERS

              The following section provides brief answers to certain questions that you may have regarding the Merger Agreement and the proposed Merger. Please note that this section does not address all issues that may be important to you as an ALDW Common Unitholder. Accordingly, you should carefully read this entire consent statement/prospectus, including each of the annexes, and the documents that have been incorporated by reference into this consent statement/prospectus.

              Q. Why am I receiving these materials?

              A. This consent statement/prospectus is being provided by ALDW to ALDW Common Unitholders in connection with the proposed Merger.

              ALDW GP and Delek have agreed that Delek will acquire the outstanding ALDW Public Units by merging Merger Sub, an indirect wholly-owned subsidiary of Delek, with and into ALDW with ALDW being the surviving entity and becoming a wholly-owned subsidiary of Delek. The approval and adoption of the Merger Agreement and the Merger by ALDW requires the affirmative vote or consent of holders of at least a majority of the outstanding ALDW Common Units. If you are a record holder of outstanding ALDW Common Units as of the Merger Vote Record Date (as defined below), you may complete, date and sign the enclosed written consent and promptly return it to ALDW. The delivery of the AAI Written Consent by AAI with respect to the ALDW Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger. This consent statement/prospectus contains important information about the Merger Agreement, the Merger and the other actions contemplated thereby, and you should read this consent statement/prospectus carefully.

              Q. Who is entitled to give written consent with respect to the Merger?

              A. The ALDW GP Board has set January 2, 2018 as the record date for determining holders of outstanding ALDW Common Units entitled to sign and deliver written consents with respect to the Merger (the "Merger Vote Record Date"). Holders of outstanding ALDW Common Units as of the close of business on the Merger Vote Record Date will be entitled to consent to the approval and adoption of the Merger Agreement and the Merger using the written consent furnished with this consent statement/prospectus.

              Q. What unitholder approval is required to adopt the Merger Agreement?

              A. The approval and adoption of the Merger Agreement and the Merger by ALDW requires the affirmative vote or consent of ALDW Common Unitholders who own at least a majority of the outstanding ALDW Common Units. Pursuant to the terms of the Support Agreement, AAI, which as of January 2, 2018 beneficially owned 51,000,000 ALDW Common Units representing approximately 81.6% of the outstanding ALDW Common Units, has irrevocably agreed to deliver the AAI Written Consent within two business days after the effectiveness of the registration statement of which this consent statement/prospectus forms a part. The delivery of the AAI Written Consent by AAI with respect to the ALDW Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger.

              Q. What will happen to ALDW as a result of the Merger?

              A. If the Merger is successfully completed, Merger Sub will be merged with and into ALDW, with ALDW being the surviving entity and becoming a wholly-owned subsidiary of Delek.

iii


Table of Contents

              Q. What will ALDW Public Unitholders be entitled to receive in the Merger?

              A. Each ALDW Public Unitholder will be entitled to receive Delek Common Stock in exchange for such ALDW Public Unitholder's ALDW Public Units at the Exchange Ratio. Holders of ALDW Public Units will not receive any fractional shares of Delek Common Stock in the Merger. Each record holder of ALDW Common Units and any participating firm that deposits and holds securities through The Depository Trust Company that would have received a fraction of a share of Delek Common Stock will instead be entitled to receive a whole share of Delek Common Stock. For additional information regarding exchange procedures, please read "The Merger Agreement—Exchange of Units; No Fractional Shares."

              Q. Where will ALDW Common Units and Delek Common Stock trade after the Merger?

              A. ALDW Common Units will no longer be publicly traded following the Merger and will be delisted from the New York Stock Exchange ("NYSE"). Delek Common Stock will continue to trade on the NYSE under the symbol "DK."

              Q. What happens to future distributions with respect to ALDW Public Units?

              A. If the date of the closing of the Merger is prior to the record date set by the Delek Board in connection with declared dividends, if any, to be paid by Delek to its stockholders, former ALDW Common Unitholders would receive any such dividends on the Delek Common Stock they receive in the Merger if the Merger is consummated before the record date for such dividends. If the date of the closing of the Merger is after the record date set by the Delek Board in connection with declared dividends to be paid by Delek to its stockholders, then a former ALDW Common Unitholder will not receive dividends for that quarter on the Delek Common Stock it receives in the Merger, but will receive distributions for that quarter declared by ALDW (if any) prior to the closing of the Merger, if such former ALDW Common Unitholder was a record holder of such ALDW Common Units on the record date with respect to such distribution. ALDW and Delek will endeavor to coordinate regarding the declaration of any dividends or distributions during the period from the execution of the Merger Agreement to the date that the Merger is consummated with the intent that no ALDW Public Unitholder will fail to be entitled to receive any quarterly distribution by ALDW unless it becomes entitled to receive a quarterly dividend from Delek in respect of the same period. See "Market Prices, Dividend and Distribution Information."

              Current holders of Delek Common Stock will continue to receive dividends on their Delek Common Stock at the discretion of the Delek Board. See "Comparison of the Rights of Delek Common Stockholders and ALDW Common Unitholders."

              Q. How can ALDW Common Unitholders return their written consents with respect to the Merger?

              A. If you hold ALDW Common Units as of the close of business on the Merger Vote Record Date and you wish to submit your consent with respect to the Merger, you must fill out the enclosed written consent, date and sign it, and promptly return it to ALDW. Once you have completed, dated and signed your written consent, deliver it to ALDW by one of the means described in the section entitled "Written Consents of ALDW Common Unitholders—Submission of Consents." ALDW does not intend to hold a meeting of ALDW Common Unitholders to consider the Merger Agreement and the Merger.

              Q. Can ALDW Common Unitholders change or revoke their written consents?

              A. Yes. If you are a record holder of ALDW Common Units on the Merger Vote Record Date, you may revoke your consent at any time before the later of 20 business days after this consent statement/prospectus is sent to ALDW unitholders and the date on which consents of a sufficient number of ALDW

iv


Table of Contents

Common Units to approve the Merger Agreement have been delivered to the secretary of ALDW. If you wish to change or revoke your consent before that time, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled "Written Consents of ALDW Common Unitholders—Submission of Consents," or delivering a notice of revocation to the secretary of ALDW.

              Q. If my ALDW Common Units are held in "street name" by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically consent for me?

              A. No. If you hold your ALDW Common Units in "street name" with a bank, brokerage firm or other nominee, you should follow the instructions provided by your bank, brokerage firm or other nominee.

              Q. Should ALDW Common Unitholders tender their ALDW Common Units now?

              A. No. After the Merger is completed, ALDW Common Unitholders who hold their ALDW Common Units in certificated or book entry form will receive written instructions for exchanging their ALDW Common Units. If you own ALDW Common Units in "street name," the Merger Consideration should be credited to your account in accordance with the policies and procedures of your bank, brokerage firm or other nominee within a few days following the closing date of the Merger.

              Q. When will the Merger be completed?

              A. ALDW and Delek are working to complete the Merger as soon as possible. A number of conditions must be satisfied before ALDW and Delek can complete the Merger. Although ALDW and Delek cannot be sure if or when all of the conditions to the Merger will be satisfied, ALDW and Delek expect to complete the Merger as soon as practicable following the effectiveness of the registration statement of which this consent statement/prospectus forms a part. Please read "The Merger Agreement—Conditions to the Merger."

              Q. What happens if I sell or transfer my ALDW Common Units before the consent process concludes?

              A. If you transfer your ALDW Common Units after the Merger Vote Record Date but before the consent process concludes, you will, unless special arrangements are made, retain your right to consent with respect to the Merger. However, if you transfer your ALDW Common Units before the consent process concludes, you will not receive the Delek Common Stock at the Exchange Ratio for the ALDW Common Units you have transferred.

              Q. What percentage of Delek Common Stock will current ALDW Common Unitholders own after the successful consummation of the Merger?

              A. If the Merger is successfully completed, ALDW Public Unitholders will collectively own approximately 6.5% of the outstanding Delek Common Stock, and existing Delek stockholders will collectively own approximately 93.5% of the outstanding Delek Common Stock.

              Q. What are the expected U.S. federal income tax consequences to an ALDW Common Unitholder as a result of the transactions contemplated by the Merger Agreement?

              A. The receipt of Delek Common Stock in exchange for ALDW Common Units pursuant to the Merger Agreement should be a taxable transaction to U.S. holders (as defined in "Material U.S. Federal

v


Table of Contents

Income Tax Consequences of the Merger") for U.S. federal income tax purposes. In such case, a U.S. holder will generally recognize capital gain or loss on the receipt of Delek Common Stock in exchange for ALDW Common Units. However, a portion of this gain or loss, which may be substantial (generally increasing in accordance with the length of time a U.S. holder has held its ALDW Common Units and corresponding to the total amount of depreciation deductions allocated to the U.S. holder in prior periods), will be separately computed and taxed as ordinary income or loss to the extent attributable to "unrealized receivables," including depreciation recapture, or to "inventory items" owned by ALDW and its subsidiaries. Passive losses that were not deductible by a U.S. holder in prior taxable periods may become available to offset a portion of the gain recognized by such U.S. holder. Please read "Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the expected material U.S. federal income tax consequences of the Merger.

              Q. What are the expected U.S. federal income tax consequences for an ALDW Common Unitholder of the ownership of Delek Common Stock after the Merger is completed?

              A. Delek is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by Delek to a stockholder who is a U.S. holder (as defined in "Material U.S. Federal Income Tax Consequences of the Merger") generally will be included in such U.S. holder's income as ordinary dividend income to the extent of Delek's current or accumulated "earnings and profits" as determined under U.S. federal income tax principles. Distributions of cash in excess of Delek's current or accumulated earnings and profits will be treated as a non-taxable return of capital reducing a U.S. holder's adjusted tax basis in such U.S. holder's Delek Common Stock and, to the extent the distribution exceeds such stockholder's adjusted tax basis, as capital gain from the sale or exchange of such Delek Common Stock. Please read "Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the expected material U.S. federal income tax consequences of owning and disposing of Delek Common Stock received in the Merger.

              Q. Are ALDW Common Unitholders entitled to appraisal rights?

              A. No. ALDW Common Unitholders do not have appraisal rights under applicable law or contractual appraisal rights under the ALDW Partnership Agreement or the Merger Agreement.

              Q. Who do I call if I have further questions about the Merger Agreement or the Merger?

              A. ALDW Common Unitholders may call ALDW's Investor Relations Department at (615) 435-1366 if they have further questions or if they would like additional copies, without charge, of this consent statement/prospectus.

vi


Table of Contents



SUMMARY

              This summary highlights selected information in this consent statement/prospectus and does not contain all the information that may be important to you. To fully understand the Merger Agreement and the transactions contemplated thereby, and for a more complete description of the terms of the Merger Agreement, you should read carefully this entire consent statement/prospectus, including the annexes, as well as the documents incorporated by reference into this consent statement/prospectus, and the other documents to which you are referred. For information on how to obtain the documents that ALDW and Delek have filed with the SEC, see "Where You Can Find More Information."

The Merger (page 28)

              ALDW GP and Delek have agreed that Delek will acquire the outstanding ALDW Public Units by merging Merger Sub, an indirect wholly-owned subsidiary of Delek, with and into ALDW with ALDW being the surviving entity and becoming a wholly-owned subsidiary of Delek.

              Under the terms of the Merger Agreement, each ALDW Public Unit will be converted into the right to receive 0.4900 shares of validly issued, fully paid and non-assessable Delek Common Stock. All fractional shares of Delek Common Stock that an ALDW Public Unitholder would otherwise be entitled to receive as consideration in connection with the Merger will be aggregated and then, if a fractional share of Delek Common Stock results from that aggregation, be rounded up to the nearest whole share of Delek Common Stock and any such additional Delek Common Stock will become part of the consideration received in connection with the Merger. Any ALDW Common Units that are owned immediately prior to the Merger by ALDW will be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange for such canceled ALDW Common Units. All ALDW Common Units that are not ALDW Public Units and not canceled as described in the immediately preceding sentence will, in each case, remain outstanding as partnership interests in ALDW, unaffected by the Merger.

Information About the Companies (page 78)

Alon USA Partners, LP

7102 Commerce Way
Brentwood, Tennessee 37027
(615) 771-6701

              ALDW is a publicly traded Delaware limited partnership engaged principally in the business of owning and operating a crude oil refinery in Big Spring, Texas, with a crude oil throughput of 73,000 barrels per day. It refines crude oil into finished products, which are marketed primarily in Central and West Texas, Oklahoma, New Mexico and Arizona through its integrated wholesale distribution network to both Delek's retail convenience stores and third-party distributors.

Delek US Holdings, Inc.

7102 Commerce Way
Brentwood, Tennessee 37027
(615) 771-6701

              Delek is a diversified downstream energy company with assets in petroleum refining, logistics, asphalt, renewable fuels and convenience store retailing. The refining assets consist of refineries operated in Tyler and Big Spring, Texas, El Dorado, Arkansas and Krotz Springs, Louisiana with a combined

1


Table of Contents

nameplate crude throughput capacity of 302,000 barrels per day. As of January 2, 2018, Delek, through its subsidiaries, owned 100.0% of ALDW GP and 81.6% of the limited partner interest in ALDW, which owns the crude oil refinery in Big Spring, Texas, with a crude oil throughput capacity of 73,000 barrels per day and an integrated wholesale marketing business.

              Delek owns a 60.7% limited partner interest in Delek Logistics Partners, LP ("DKL") (NYSE: DKL) and a 94.9% interest in the entity that owns the entire 2.0% general partner interest in DKL and all of the incentive distribution rights. DKL is a growth-oriented master limited partnership focused on owning and operating midstream energy infrastructure assets.

              Delek's asphalt operations consist of owned or operated asphalt terminals serving markets from Tennessee to the West Coast through a combination of non-blended asphalt purchased from third parties and production at the Big Spring, Texas and El Dorado, Arkansas refineries. The renewables operations consist of plants in Texas and Arkansas that produce biodiesel fuel and a renewable diesel facility in California.

              Delek's convenience store retail business is the largest 7-Eleven licensee in the United States and operates approximately 300 convenience stores in central and west Texas and New Mexico.

Sugarland Mergeco, LLC

7102 Commerce Way
Brentwood, Tennessee 37027
(615) 771-6701

              Merger Sub is a Delaware limited liability company and an indirect, wholly-owned subsidiary of Delek. Merger Sub was formed on October 26, 2017 solely for the purpose of consummating the Merger and has no operating assets. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

Required Approval of the Merger by the ALDW Common Unitholders (page 26)

              The approval and adoption of the Merger Agreement and the Merger by ALDW requires the affirmative vote or consent of holders of at least a majority of the outstanding ALDW Common Units. Pursuant to the terms of the Support Agreement, AAI, which as of January 2, 2018 beneficially owned 51,000,000 ALDW Common Units representing approximately 81.6% of the outstanding ALDW Common Units, has irrevocably agreed to deliver the AAI Written Consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger, within two business days after the effectiveness of the registration statement of which this consent statement/prospectus forms a part. The delivery of the AAI Written Consent by AAI with respect to the ALDW Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger.

Delek's Ownership Interest In and Control of ALDW (page 28)

              Delek holds a controlling ownership interest in ALDW. Delek controls ALDW through Delek's indirect ownership of 100% of the membership interests of ALDW GP, which owns 100% of the general partner interest in ALDW, and through Delek's indirect ownership of approximately 81.6% of the limited partner interest in ALDW.

2


Table of Contents

Recommendation of the ALDW GP Conflicts Committee (page 41)

              The ALDW GP Conflicts Committee considered the benefits of the Merger Agreement, the Merger and the related transactions as well as the associated risks and, by unanimous vote at a meeting held on November 6, 2017, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of ALDW and the ALDW Public Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (such approval constituting "Special Approval" as defined in the ALDW Partnership Agreement), and (iii) recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the ALDW GP Board. For a discussion of the many factors considered by the ALDW GP Conflicts Committee in making its determination and approval, please read "The Merger—Reasons for the ALDW GP Conflicts Committee's Recommendation."

              Taking into consideration such approval and recommendation, at a meeting duly called and held on November 6, 2017, the ALDW GP Board (i) deemed it advisable and in the best interests of ALDW and the ALDW Public Unitholders that ALDW enter into the Merger Agreement and consummate the Merger, (ii) approved the Merger Agreement and the transaction contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to a vote of the ALDW Common Unitholders and (vi) authorized the ALDW Common Unitholders to act by written consent without a meeting in connection with consenting to the Merger Agreement and the transactions contemplated thereby, including the Merger. For a further discussion of the recommendation of the ALDW GP Conflicts Committee to the ALDW GP Board, please read "The Merger—Recommendation of the ALDW GP Conflicts Committee and the ALDW GP Board."

Opinion of the Financial Advisor to the ALDW GP Conflicts Committee (page 48)

              On November 6, 2017, Houlihan Lokey Capital, Inc. ("Houlihan Lokey"), orally rendered its opinion to the ALDW GP Conflicts Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the ALDW GP Conflicts Committee dated November 6, 2017), as to, as of November 6, 2017, the fairness, from a financial point of view, to the holders of ALDW Common Units, other than the Excluded Holders, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement. For purposes of Houlihan Lokey's opinion, the term "Excluded Holders" means Delek, Merger Sub and their respective affiliates.

              Houlihan Lokey's opinion was directed to the ALDW GP Conflicts Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of ALDW Common Units, other than the Excluded Holders, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey's opinion in this consent statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Appendix B to this consent statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey's opinion nor the summary of its opinion and the related analyses set forth in this consent statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the ALDW GP Conflicts Committee, the ALDW GP Board, ALDW GP, any security holder of ALDW or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

3


Table of Contents

Delek Stockholder Approval is Not Required

              Holders of Delek Common Stock are not required to adopt the Merger Agreement or approve the Merger or the issuance of Delek Common Stock in connection with the Merger.

The Merger Agreement (page 67)

              The Merger Agreement is attached to this consent statement/prospectus as Annex A and is incorporated by reference into this consent statement/prospectus. You are encouraged to read the Merger Agreement because it is the legal document that governs the Merger. For a summary of the material terms of the Merger Agreement, please read the section entitled "The Merger Agreement" below.

              ALDW and ALDW GP entered into the Merger Agreement with Delek and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and into ALDW, with ALDW being the surviving entity. Under the terms of the Merger Agreement, at the effective time of the Merger:

              If, before the effective time of the Merger, the number of issued and outstanding shares of Delek Common Stock or ALDW Common Units are increased, decreased or changed into a different number of units, shares or other securities (including any different class or series of securities) by reason of any dividend or distribution payable in, or an issuance of, partnership interests, voting securities, equity interests or rights, or by reason of any subdivision, reclassification, split, split-up, combination, merger, consolidation, reorganization, exchange or other similar transaction, or any such transaction shall be authorized, declared or agreed upon with a record date at or prior to the effective time, then the Merger Consideration shall be appropriately adjusted to reflect such change and to provide the same economic effect contemplated in the Merger Agreement.

4


Table of Contents

              For a description of the ALDW Common Units and the Delek Common Stock and a description of the comparative rights of holders of the ALDW Common Units and the Delek Common Stock, please read "Comparison of the Rights of Delek Common Stockholders and ALDW Common Unitholders" and "Description of Delek Capital Stock."

Conditions to the Merger

              The obligation of the parties to the Merger Agreement to complete the Merger is subject to the satisfaction or waiver of certain conditions, including, among others:

              The parties' obligations are also separately subject to the satisfaction or waiver of the following conditions:

5


Table of Contents

Termination

              The parties to the Merger Agreement can mutually agree to terminate the Merger Agreement at any time without completing the Merger. In addition, the Delek Parties, on the one hand, or the ALDW Parties, on the other hand, may terminate the Merger Agreement on their own without completing the Merger in a number of situations, including if:

Material U.S. Federal Income Tax Consequences of the Merger (page 112)

              The receipt of Delek Common Stock as Merger Consideration in exchange for ALDW Common Units pursuant to the Merger should be a taxable transaction for U.S. federal income tax purposes to U.S. holders (as defined in "Material U.S. Federal Income Tax Consequences of the Merger"). In such case, a U.S. holder who receives Delek Common Stock in exchange for ALDW Common Units pursuant to the Merger will recognize gain or loss in an amount equal to the difference between:

              Gain or loss recognized by a U.S. holder on the exchange of ALDW Common Units in the Merger generally will be taxable as capital gain or loss. However, a portion of this gain or loss, which may be substantial (generally increasing in accordance with the length of time a U.S. holder has held its units and corresponding to the total amount of depreciation deductions allocated to the U.S. holder in prior periods), will be separately computed and taxed as ordinary income or loss under Section 751 of the Internal Revenue Code of 1986, as amended (the "Code") to the extent attributable to "unrealized receivables," including depreciation recapture, or to "inventory items" owned by ALDW and its subsidiaries. Passive losses that were not deductible by a U.S. holder in prior taxable periods may become available to offset a portion of the gain recognized by such U.S. holder.

6


Table of Contents

              The U.S. federal income tax consequences of the Merger to an ALDW Common Unitholder will depend on such ALDW Common Unitholder's own personal tax situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the Merger to you.

              Please read "Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of certain U.S. federal income tax consequences of the Merger.

Other Information Related to the Merger

No Appraisal Rights (page 66)

              Holders of ALDW Common Units do not have appraisal rights under applicable law or contractual appraisal rights under the ALDW Partnership Agreement, the Merger Agreement, or otherwise.

Regulatory Matters (page 66)

              In connection with the Merger, Delek intends to make all required filings under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as any required filings or applications with the NYSE. Delek and ALDW are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is applicable to the Merger.

              The Merger is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and therefore no filings with respect to the Merger were required with the Federal Trade Commission ("FTC") or the Antitrust Division of the Department of Justice ("DOJ").

Listing of Delek Common Stock to be Issued in the Merger (page 111)

              Delek Common Stock is currently listed on the NYSE under the ticker symbol "DK." It is a condition to closing that the Delek Common Stock to be issued in the Merger to ALDW Common Unitholders be approved for listing on the NYSE, subject to official notice of issuance.

              ALDW Common Units are currently listed on the NYSE under the ticker symbol "ALDW." If the Merger is completed, ALDW Common Units will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Accounting Treatment (page 66)

              The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 810, Consolidation (ASC 810). Because Delek controls ALDW both before and after the Merger, the changes in Delek's ownership interest in ALDW resulting from the Merger will be accounted for as an equity transaction, and no gain or loss will be recognized in Delek's consolidated income statement. In addition, the tax effects of the merger are reported in accordance with ASC 740, Income Taxes (ASC 740).

Comparison of the Rights of Delek Common Stockholders and ALDW Common Unitholders (page 89)

              Delek is a corporation and ALDW is a limited partnership. Ownership interests in a limited partnership are fundamentally different from ownership interests in a corporation. The rights of Delek

7


Table of Contents

stockholders are governed by Delek's amended and restated certificate of incorporation (as amended, the "Delek certificate of incorporation"), Delek's amended and restated bylaws (the "Delek bylaws") and the Delaware General Corporation Law ("DGCL"). The rights of ALDW Common Unitholders are governed by the ALDW Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act (the "Delaware LP Act"). If the Merger is completed, the rights of former ALDW Common Unitholders as Delek Shareholders will be governed by the Delek certificate of incorporation and Delek bylaws and the DGCL. There are many differences between the rights of ALDW Common Unitholders and the rights of Delek stockholders. Some of these differences, for example, with respect to distribution/dividend and voting rights, are significant. The identification of specific differences is not intended to indicate that other equally significant or more significant differences do not exist. ALDW Common Unitholders should read carefully the relevant provisions of the Delek certificate of incorporation and Delek bylaws and the ALDW Partnership Agreement. Copies of the documents referred to in this summary may be obtained as described under "Comparison of the Rights of Delek Common Stockholders and ALDW Common Unitholders."

Written Consents of ALDW Common Unitholders (page 26)

              Adoption and approval of the Merger Agreement and the Merger requires the affirmative vote or consent of holders owning a majority of the outstanding ALDW Common Units. See "Written Consents of ALDW Common Unitholders." Pursuant to the terms of the Support Agreement, AAI, which as of January 2, 2018 beneficially owned 51,000,000 ALDW Common Units representing approximately 81.6% of the outstanding ALDW Common Units, has irrevocably agreed to deliver the AAI Written Consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger, within two business days after the effectiveness of the registration statement of which this consent statement/prospectus forms a part. The delivery of the AAI Written Consent by AAI with respect to the ALDW Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger.

Summary of Risk Factors

              The Merger poses a number of risks to the ALDW Common Unitholders who would become Delek Common Stockholders if the Merger is consummated. Some of these risks include, but are not limited to, those described below and in more detail under the headings "Risk Factors—Risks Related to the Merger" and "Risk Factors—Tax Risks Related to the Merger":

8


Table of Contents

              In addition, both ALDW and Delek are subject to various risks associated with their respective businesses. Please carefully read this consent statement/prospectus, the documents incorporated herein by reference and the documents to which you are referred. See "Risk Factors" beginning on page 18.

9


Table of Contents



SELECTED HISTORICAL FINANCIAL INFORMATION OF DELEK

              The following table sets forth selected historical consolidated financial data for Delek, adjusted in respect of all periods for Delek's sale, in November 2016, of its retail related assets, including MAPCO Express, Inc. and certain related affiliated companies. The historical consolidated financial information for each of the years in the five-year period ended December 31, 2016 is derived from the consolidated financial statements of Delek as of and for each of the years in the five-year period ended December 31, 2016. The historical consolidated financial information for each of the nine months ended September 30, 2017 and 2016 is derived from the condensed consolidated financial statements of Delek as of and for each of the nine months ended September 30, 2017 and 2016. Beginning on July 1, 2017, the Delek-ALJ Effective Time, the historical consolidated financial data of Delek reflects the acquisition of Alon Energy, which was accounted for using the acquisition method as required by ASC 805, Business Combinations, and which requires, among other things, that assets acquired at their fair values and liabilities assumed be recognized on the balance sheet as of the acquisition date. Beginning July 1, 2017, Delek's consolidated results of operations reflect those of the combined entity, inclusive of Alon Energy. You should not assume the results of operations for any past periods indicate results for any future period, including with respect to the future performance of Delek following the date of this consent statement/prospectus or following the completion of the Merger. You should read this information in conjunction with Delek's consolidated financial statements and related notes thereto included in Old Delek's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Delek's condensed consolidated financial statements and related notes thereto included in Delek's Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, which are incorporated by reference into this consent statement/prospectus. See "Where You Can Find More Information." For financial information giving effect to the Merger and the transactions contemplated by the Merger, see "Unaudited Pro Forma Condensed Combined Financial Information."

10


Table of Contents

 
  Nine Months Ended
September 30,

  Year Ended December 31,
 
      2017     2016     2016     2015     2014     2013     2012  
 
  (In millions, except share and per share data)
 
Consolidated Statements of Income Data:                                            
Net sales   $ 4,754.3   $ 3,113.3   $ 4,197.9   $ 4,782.0   $ 7,019.2   $ 7,184.2   $ 6,977.0  
Insurance proceeds - business interruption         (42.4 )   (42.4 )                
Income (loss) from continuing operations   $ 101.6   $ (187.7 ) $ (219.7 ) $ 37.1   $ 225.3   $ 136.4   $ 279.5  
(Loss) income from discontinued operations, net of tax   $ (4.1 ) $ 5.5   $ 86.3   $ 6.6   $ 0.7   $ (0.7 ) $ (3.5 )
Net income (loss)   $ 97.5   $ (182.2 ) $ (133.4 ) $ 43.7   $ 226.0   $ 135.7   $ 276.0  
Net income (loss) attributable to Delek   $ 77.7   $ (197.9 ) $ (153.7 ) $ 19.4   $ 198.6   $ 117.7   $ 272.8  
Total basic earnings (loss) per share   $ 1.14   $ (3.19 ) $ (2.49 ) $ 0.32   $ 3.38   $ 1.99   $ 4.65  
Total diluted earnings (loss) per share   $ 1.13   $ (3.19 ) $ (2.49 ) $ 0.32   $ 3.34   $ 1.96   $ 4.57  
Weighted average common shares outstanding:                                            
Basic     68,272,918     61,931,040     61,921,787     60,819,771     58,780,947     59,186,921     58,719,968  
Diluted     68,975,974     61,931,040     61,921,787     61,320,570     59,355,120     60,047,138     59,644,798  
Dividends declared per common share outstanding   $ 0.45   $ 0.45   $ 0.60   $ 0.60   $ 1.00   $ 0.95   $ 0.60  
Consolidated Balance Sheet (as of period end) (1):                                            
Cash and cash equivalents   $ 831.7   $ 315.3   $ 689.2   $ 287.2   $ 429.8   $ 383.2   $ 589.6  
Assets of discontinued operations held for sale     167.2     471.5         478.8     485.9     480.6     437.9  
Total current assets     2,270.6     1,416.5     1,396.9     1,397.5     1,656.0     1,810.3     1,715.0  
Property, plant and equipment, net     2,147.7     1,113.5     1,103.3     1,177.4     1,099.2     944.3     834.2  
Total assets   $ 5,569.1   $ 3,019.5   $ 2,979.8   $ 3,324.9   $ 2,888.7   $ 2,840.4   $ 2,623.7  
Liabilities of discontinued operations held for sale   $ 103.1   $ 286.7   $   $ 302.8   $ 259.1   $ 235.5   $ 266.4  
Total current liabilities     2,084.2     1,027.7     935.2     1,004.1     1,057.5     1,250.3     1,168.3  
Total debt, including current maturities     1,427.8     827.7     832.9     805.2     464.8     313.1     249.7  
Total non-current liabilities     1,701.3     1,027.7     862.1     966.9     632.8     469.7     377.4  
Total shareholders' equity     1,783.6     1,147.3     1,182.5     1,353.9     1,198.4     1,120.4     1,078.0  
Total liabilities and shareholders' equity   $ 5,569.1   $ 3,019.5   $ 2,979.8   $ 3,324.9   $ 2,888.7   $ 2,840.4   $ 2,623.7  

(1)  Certain December 31, 2016 balance sheet amounts reflect reclassifications made in Delek's quarterly report(s) on Form 10-Q to conform to the 2017 balance sheet presentation.

11


Table of Contents


SELECTED HISTORICAL FINANCIAL INFORMATION OF ALDW

              The following table sets forth selected historical consolidated financial data for ALDW. As a result of the Delek-ALJ Merger, ALDW became a consolidated subsidiary of Delek and elected to apply "push-down" accounting, which required its assets and liabilities to be adjusted to fair value on the effective date of the Delek-ALJ Merger. Due to the application of push-down accounting, ALDW's consolidated financial statements are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. ALDW's consolidated financial statements are presented with a black-line division, which delineates the lack of comparability between amounts presented on or after July 1, 2017, and dates prior. The periods prior to the Delek-ALJ Effective Time, July 1, 2017, are identified as "Predecessor" and the period from July 1, 2017, forward is identified as "Successor". Additionally, ALDW's accounting policies were conformed to those of Delek at the start of the Successor period, in connection with the Delek-ALJ Merger, effective July 1, 2017. Because of the application of push-down accounting and the conforming of accounting policies, ALDW's Successor consolidated balance sheet and consolidated statements of operations and comprehensive income (loss) subsequent to the Delek-ALJ Merger are not comparable to the Predecessor's consolidated balance sheet and consolidated statements of operations and comprehensive income (loss) prior to the Delek-ALJ Merger, and differences could be material.

              The historical consolidated financial information for each of the years in the five-year period ended December 31, 2016 is derived from the consolidated financial statements of ALDW as of and for each of the years in the five-year period ended December 31, 2016, presented on the Predecessor basis of accounting. The historical consolidated financial information for the Predecessor six-month period ended June 30, 2017, the Successor three-month period ended September 30, 2017, and the Predecessor nine-month period ended September 30, 2016 is derived from the condensed consolidated financial statements of ALDW as of and for the Predecessor six-month period ended June 30, 2017, the Successor three-month period ended September 30, 2017, and the Predecessor nine-month period ended September 30, 2016. You should not assume the results of operations for any past periods indicate results for any future period, including with respect to the future performance of ALDW following the date of this consent statement/prospectus or following the completion of the Merger. You should read this information in conjunction with ALDW's consolidated financial statements and related notes thereto included in ALDW's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and ALDW's condensed consolidated financial statements and related notes thereto included in ALDW's Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, which are incorporated by reference into this consent statement/prospectus. See "Where You Can Find More Information." For financial information giving effect to the Merger and the transactions contemplated by the Merger Agreement, see "Unaudited Pro Forma Condensed Combined Financial Information."

12


Table of Contents

 
  Successor
   
  Predecessor
 
 
  Period from
July 1, 2017 to
September 30,
2017

   
  Period from
January 1,
2017 to
June 30, 2017

  Nine Months
Ended
September 30,
2016

  December 31,
2016

  December 31,
2015

  December 31,
2014

  December 31,
2013

  December 31,
2012

 
 
  (In thousands, except per unit data)
 
Statements of Operations Data (1):                                                      
Net sales   $ 495,478       $ 1,066,283   $ 1,298,723   $ 1,807,732   $ 2,157,191   $ 3,221,373   $ 3,430,287   $ 3,476,817  
Operating income     38,183         59,409     23,306     32,668     203,506     217,979     178,677     423,352  
Net income (loss)   $ 29,236       $ 41,792   $ (5,288 ) $ (4,404 ) $ 156,899   $ 169,135   $ 136,222   $ 381,898  
Less: Net income attributable to predecessor operations                                     344,778  
Net income (loss) attributable to Alon USA Partners, LP   $ 29,236       $ 41,792   $ (5,288 ) $ (4,404 ) $ 156,899   $ 169,135   $ 136,222   $ 37,120  
Earnings (loss) per unit (1)   $ 0.47       $ 0.67   $ (0.08 ) $ (0.07 ) $ 2.51   $ 2.71   $ 2.18   $ 0.59  
Weighted average common units outstanding (in thousands)     62,529         62,523     62,515     62,516     62,509     62,505     62,502     62,500  
Cash distribution per unit   $ 0.35       $ 0.49   $ 0.22   $ 0.37   $ 3.43   $ 2.02   $ 2.76   $  
Balance Sheet Data (as of period end):                                                      
Cash and cash equivalents   $ 268,572             $ 203,763   $ 73,524   $ 132,953   $ 106,325   $ 153,583   $ 66,001  
Working capital     (12,615 )             10,460     (73,563 )   (53,804 )   (4,561 )   18,007     1,702  
Total assets     1,497,710               825,050     695,637     748,584     765,859     844,628     756,166  
Total debt     338,125               291,486     236,319     292,082     297,989     339,026     288,054  
Total debt less cash and cash equivalents     69,553               87,723     162,795     159,129     191,664     185,443     222,053  
Partner's equity     662,683               111,968     103,503     130,957     188,402     145,442     181,726  

(1)  Earnings (loss) per unit information presented for the year ended December 31, 2012 represents earnings subsequent to the completion of ALDW's initial public offering in November 2012.

13


Table of Contents



SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

              The following table presents selected unaudited pro forma combined financial information for Delek's consolidated balance sheet and consolidated statement of operations, after giving effect to the Delek-ALJ Merger and the proposed Merger (collectively, the "Alon Mergers"). The pro forma condensed combined balance sheet gives effect to the proposed Merger as if the transaction had occurred on September 30, 2017. The pro forma combined statement of operations for the year ended December 31, 2016 and nine months ended September 30, 2017 gives effect to the Alon Mergers as if the transactions had become effective on January 1, 2016.

              The unaudited pro forma condensed combined financial information includes adjustments which are based on the preliminary purchase price allocation related to the Delek-ALJ Merger as well as certain other assumptions that may change (as further described in the discussion and footnotes in "Unaudited Pro Forma Condensed Combined Financial Information") and therefore is preliminary and may be revised. There can be no assurance that such revisions will not result in material changes. In addition, the unaudited pro forma condensed combined financial information does not reflect any cost savings or associated costs to achieve such savings from operating efficiencies, synergies, debt refinancing or other restructuring that may result from the Alon Mergers (except to the extent that such savings have already been realized related to the Delek-ALJ Merger since the Delek-ALJ Effective Time). The information presented below should be read in conjunction with the historical consolidated financial statements of each of Delek, Alon Energy and ALDW, including the related notes, filed by each of them with the SEC, and with respect to the unaudited historical financial information of Alon Energy as of June 30, 2017, including the related notes, as furnished with the SEC pursuant to Form 8-K filed by Delek on August 3, 2017, and with the unaudited pro forma condensed combined financial statements of Delek and Alon Energy (inclusive of ALDW), including the related notes, appearing elsewhere in this consent statement/prospectus. See "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Information" for more information. The unaudited pro forma condensed combined financial data are not necessarily indicative of results that actually would have occurred or that may occur in the future had the Alon Mergers been completed on the dates indicated.

(In millions, except share and per share data)
  Nine Months
Ended
September 30, 2017
  Year Ended
December 31, 2016
 
Pro Forma Statement of Combined Operations Information:              
Net sales   $ 7,003.6   $ 8,100.9  
Net income (loss)   $ 41.1   $ (36.2 )
Net income (loss) attributable to Delek   $ 28.9   $ (60.3 )
Basic & diluted earnings (loss) per share:              
Basic   $ 0.33   $ (0.69 )
Diluted   $ 0.33   $ (0.69 )

 

(In millions)
  As of
September 30, 2017
 
Pro Forma Balance Sheet Information:        
Total current assets   $ 2,267.2  
Total assets   $ 5,565.7  
Debt   $ 1,427.8  
Total liabilities   $ 3,756.1  
Shareholders' equity   $ 1,809.6  
Non-controlling interest   $ 181.2  

14


Table of Contents


COMPARATIVE PER SHARE AND PER UNIT INFORMATION

              The following table sets forth (i) historical per share information of Delek, (ii) the unaudited pro forma per share information of Delek after giving pro forma effect to the Merger and the transactions contemplated thereby, including Delek's issuance of 0.4900 of a share of Delek Common Stock for each outstanding ALDW Public Unit, and (iii) the historical and equivalent pro forma per Common Unit information for ALDW.

              The information should be read in conjunction with (i) the summary historical financial information included elsewhere in this consent statement/prospectus, (ii) the historical consolidated financial statements of Delek and ALDW and related notes that are incorporated by reference in this consent statement/prospectus and (iii) the "Unaudited Pro Forma Condensed Consolidated Financial Statements" and related notes included elsewhere in this consent statement/prospectus. The unaudited pro forma per share and per ALDW Common Unit information does not purport to represent what the actual results of operations of Delek and ALDW would have been had the Merger been completed in another period or to project Delek's and ALDW's results of operations that may be achieved if the Merger is completed.

 
  Nine Months Ended
September 30, 2017

  Year Ended
December 31, 2016

 
Delek Historical Data              

Net income per common share:

             

Basic

  $ 1.14   $ (2.49 )

Diluted

  $ 1.13   $ (2.49 )

Cash dividends declared per share

  $ 0.45   $ 0.60  

Book value per share as of period end

  $ 18.18   $ 14.77  
ALDW Historical Data              

Net income per ALDW Common Unit:

             

Basic

  $ 0.47   $ (0.07 )

Diluted

  $ 0.47   $ (0.07 )

Cash distributions declared per ALDW Common Unit

  $ 0.35   $ 0.37  

Book value per ALDW Common Unit as of period end

  $ 10.60   $ 1.66  
Unaudited pro forma combined              

Net income per common share:

             

Basic

  $ 0.33   $ (0.69 )

Diluted

  $ 0.33   $ (0.69 )

Cash dividends declared per share

  $ 0.44   $ 0.99  

Book value per share as of period end

  $ 16.92     N/A  
Equivalent basis unaudited pro forma combined (1)              

Net income per share:

             

Basic

  $ 0.16   $ (0.34 )

Diluted

  $ 0.16   $ (0.34 )

Cash dividends declared per share

  $ 0.22   $ 0.49  

Book value per share as of period end

  $ 8.29     N/A  

(1)  Equivalent basis unaudited pro forma combined amounts have been calculated by multiplying the unaudited pro forma combined per share amounts by the 0.4900 Exchange Ratio.

15


Table of Contents


MARKET PRICES, DIVIDEND AND DISTRIBUTION INFORMATION

              ALDW Common Units and Delek Common Stock are listed on the NYSE under the symbols "ALDW" and "DK," respectively. The following table sets forth for the periods indicated the high and low per unit sale price of ALDW Common Units and Delek Common Stock and the cash distributions per unit for each of the last three fiscal years and the current fiscal year. For periods prior to July 1, 2017, the effective date of the Delek-ALJ Merger, information is provided for Delek US Holdings, Inc. (now known as Delek US Energy, Inc.).

 
  ALDW
  Delek
 
      High     Low     Distribution (1)     High     Low     Dividend (2)  
2015                                      

First Quarter

  $ 20.25   $ 12.26   $ 0.71   $ 40.22   $ 25.38   $ 0.15  

Second Quarter

  $ 22.26   $ 17.50   $ 1.04   $ 41.15   $ 34.96   $ 0.15  

Third Quarter

  $ 26.16   $ 13.84   $ 0.98   $ 40.47   $ 27.32   $ 0.15  

Fourth Quarter

  $ 26.67   $ 20.08   $ 0.08   $ 29.90   $ 22.11   $ 0.15  
2016                                      

First Quarter

  $ 23.14   $ 9.71   $   $ 24.74   $ 12.54   $ 0.15  

Second Quarter

  $ 13.03   $ 9.07   $ 0.14   $ 17.39   $ 11.41   $ 0.15  

Third Quarter

  $ 12.44   $ 8.07   $ 0.15   $ 18.57   $ 11.66   $ 0.15  

Fourth Quarter

  $ 10.35   $ 7.63   $ 0.11   $ 25.14   $ 14.76   $ 0.15  
2017                                      

First Quarter

  $ 9.87   $ 9.07   $ 0.38   $ 26.06   $ 23.44   $ 0.15  

Second Quarter

  $ 11.84   $ 8.65   $ 0.35   $ 27.82   $ 24.08   $ 0.15  

Third Quarter

  $ 12.72   $ 9.97   $ 0.43   $ 27.85   $ 20.65   $ 0.15  

Fourth Quarter

  $ 17.30   $ 11.35   $ 0.43   $ 35.38   $ 25.02   $ 0.15  
2018                                      

First Quarter (through January 4, 2018)

  $ 17.89   $ 17.12   $   $ 36.55   $ 35.27   $  

(1)  Represents the cash available for distribution per unit attributable to the quarter indicated.

(2)  Represents cash dividends per share of Delek Common Stock declared and paid in the quarter presented.

              You should obtain current market quotations for ALDW Common Units and Delek Common Stock, as the market price of ALDW Common Units and Delek Common Stock will fluctuate between the date of this consent statement/prospectus and the date on which the Merger is completed and thereafter. You can obtain these quotations from publicly available sources.

              As of January 2, 2018, there were approximately seven record holders of ALDW Common Units.

              The following table shows the closing sale prices of ALDW Common Units and Delek Common Stock as reported on the NYSE on November 8, 2017, the last full trading day prior to the public announcement of the proposed Merger, and on January 4, 2018, the last practicable trading day prior to the filing date of this consent statement/prospectus. This table also shows the value of each ALDW

16


Table of Contents

Common Unit implied by the Merger Consideration being offered, calculated by multiplying the relevant price of a share of Delek Common Stock by the Exchange Ratio of 0.4900.

      ALDW     Delek     Implied Value of One
ALDW Public Common
Unit
 
November 8, 2017   $ 13.58   $ 28.27   $ 13.85  
January 4, 2018   $ 17.89   $ 36.39   $ 17.83  

              The market prices of ALDW Common Units and Delek Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate prior to, and in the case of Delek Common Stock, after, completion of the Merger. No assurance can be given concerning the market prices of Delek Common Stock or ALDW Common Units before completion of the Merger or of Delek Common Stock after completion of the Merger. The Exchange Ratio is fixed in the Merger Agreement, but the market price of Delek Common Stock (and therefore the value of the Merger Consideration) when received by ALDW Public Unitholders after the Merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, these comparisons may not provide meaningful information to ALDW Common Unitholders in determining whether to consent to the approval and adoption of the Merger Agreement and the Merger. ALDW Common Unitholders are encouraged to obtain current market quotations for Delek Common Stock and ALDW Common Units and to review carefully the other information contained in this consent statement/prospectus or incorporated by reference herein. For more information, see "Where You Can Find More Information."

              Delek generally expects to pay quarterly dividends, subject to the Delek Board's approval and compliance with restrictions in Delek's outstanding financing agreements and the DGCL.

              ALDW generally expects to make cash distributions to unitholders of record on the applicable record date within 60 days after the end of each quarter. Aggregate distributions will be equal to the amount of Available Cash generated in such quarter which generally equals ALDW's cash flow from operations for the quarter, less cash needed for maintenance capital expenditures, debt service and other contractual obligations, and reserves for future operating or capital needs that the ALDW GP Board deems necessary or appropriate, including reserves for future ALDW expenses.

              ALDW and Delek will endeavor to coordinate regarding the declaration of any dividends or distributions during the period from the execution of the Merger Agreement to the date that the Merger is consummated with the intent that no ALDW Public Unitholder will fail to be entitled to receive any quarterly distribution by ALDW unless it becomes entitled to receive a quarterly dividend from Delek in respect of the same period.

17


Table of Contents


RISK FACTORS

              You should carefully consider the following risk factors, together with all of the other information in this consent statement/prospectus, the documents incorporated herein by reference and the documents to which you are referred herein. In particular, please read Part I, Item 1A, "Risk Factors," in the Old Delek Annual Report on Form 10-K for the year ended December 31, 2016, as amended, and the ALDW Annual Report on Form 10-K for the year ended December 31, 2016 and Part I, Item 1A, "Risk Factors," in the subsequent Quarterly Reports on Form 10-Q filed by each of Old Delek, New Delek and ALDW, each of which is incorporated by reference herein. Each of these factors could adversely affect the consummation of the Merger, Delek's business, operating results and financial condition, the value of an investment in Delek Common Stock and ALDW's business. This consent statement/prospectus also contains forward-looking statements that involve risks and uncertainties. Please read "Cautionary Statement Regarding Forward-Looking Information."

Risks Related to the Merger

The number of shares of Delek Common Stock that holders of ALDW Common Units will be entitled to receive in the Merger is based upon a fixed Exchange Ratio. As a result, the market value of the Delek Common Stock that holders of ALDW Common Units receive for their ALDW Common Units in the Merger could decrease prior to the consummation of the Merger.

              The Exchange Ratio of 0.4900 shares of Delek Common Stock per ALDW Common Unit is fixed, meaning that it does not change and is not dependent upon the relative values of ALDW Common Units and Delek Common Stock. This means that there is no "price protection" mechanism contained in the Merger Agreement that would adjust the number of shares of Delek Common Stock that holders of ALDW Common Units will receive based on any decreases in the trading price of Delek Common Stock or increases in the trading price of ALDW Common Units. If the price of Delek Common Stock decreases because of changes in Delek's business, operations or prospects, market reactions to the Merger, general market and economic conditions or other factors, such as the existing or any subsequent litigation challenging the Merger or an announcement by Delek that it will pursue another merger or acquisition or a debt offering, the market value of the consideration received by ALDW Common Unitholders will also decrease. If Delek engages in any such transactions and the market price of Delek Common Stock declines in value as a result, ALDW Common Unitholders will receive less value for their ALDW Common Units than the value calculated pursuant to the Exchange Ratio on the date the Merger was announced. For historical and current market prices of ALDW Common Units and Delek Common Stock, please read "Market Prices, Dividend and Distribution Information."

The market price of Delek Common Stock is affected by factors different from those affecting the market price of the ALDW Common Units. The price of Delek Common Stock could decline following the Merger.

              If the Merger is consummated, holders of ALDW Common Units will become holders of Delek Common Stock. The businesses operated by Delek have different risks associated with them than those associated with ALDW. Accordingly, the performance of Delek Common Stock is likely to be different from the performance of the ALDW Common Units in the absence of the Merger. Delek Common Stock is subject to investment risks and it may decline in value due to Delek's business performance or extrinsic factors affecting the industry or financial markets generally.

18


Table of Contents

The Merger is subject to closing conditions that, if not satisfied or waived, will result in the Merger not being consummated, which may cause the market price of the ALDW Common Units to decline.

              The obligation of the parties to the Merger Agreement to complete the Merger is subject to the satisfaction or waiver of certain conditions, including:

              The parties' obligations are also subject to the satisfaction or waiver of the following conditions:

              If these conditions are not satisfied or waived, the Merger would not occur, which may cause the market price of the ALDW Common Units to decline.

19


Table of Contents

If the Merger does not occur, ALDW will not benefit from the expenses it has incurred in the pursuit of the Merger.

              The Merger may not be completed. If the Merger is not completed, ALDW will have incurred substantial expenses for which no ultimate benefit will have been received by ALDW. Merger-related expenses include independent advisory, legal and accounting fees, and financial printing and other related charges, much of which may be incurred even if the Merger is not consummated. In addition, if the Merger Agreement is terminated under specified circumstances, ALDW would be required to pay certain Merger-related expenses of Delek.

Financial projections regarding ALDW and Delek may not be achieved.

              In performing its financial analyses and rendering its fairness opinions, the financial advisor to the ALDW GP Conflicts Committee reviewed and relied on, among other things, internal financial analyses and forecasts for Delek and ALDW, which in the case of ALDW were prepared by employees of Delek who normally render services to ALDW. These financial projections include assumptions regarding future operating cash flows, expenditures and income of ALDW and Delek. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. The failure of ALDW's or Delek's businesses to achieve projected results, including projected cash flows, could have a material adverse effect on the price of Delek Common Stock, its financial position and its ability to maintain or increase its dividends following the Merger.

The ALDW Partnership Agreement limits the duties of ALDW GP to ALDW Common Unitholders and restricts the remedies available to ALDW Common Unitholders for actions taken by ALDW GP that might otherwise constitute breaches of its duties.

              In light of potential conflicts of interest between Delek and ALDW GP, on the one hand, and ALDW and the ALDW Public Unitholders, on the other hand, the ALDW GP Board submitted the Merger and related matters to the ALDW GP Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval of a majority of its members, which is referred to as "Special Approval" in the ALDW Partnership Agreement. Under the ALDW Partnership Agreement:

              The ALDW GP Conflicts Committee reviewed, negotiated and evaluated the Merger Agreement, the Support Agreement, the Merger and related matters on behalf of the ALDW Public Unitholders and ALDW. Among other things, the ALDW GP Conflicts Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of ALDW and the ALDW Public Unitholders, approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the ALDW GP Board.

20


Table of Contents

The duties of ALDW GP, the ALDW GP Board and the ALDW GP Conflicts Committee to ALDW Common Unitholders in connection with the Merger are substantially limited by the ALDW Partnership Agreement.

Certain directors and executive officers of ALDW GP may have interests that differ in certain respects from the ALDW Public Unitholders.

              Certain of the directors and executive officers of ALDW GP who are not members of the ALDW GP Conflicts Committee may have interests that differ from, or are in addition to, their interests as holders of ALDW Common Units.

Tax Risks Related to the Merger

The Merger should be a taxable transaction and the resulting tax liability of an ALDW Common Unitholder, if any, will depend on each such ALDW Common Unitholder's particular situation.

              The receipt of Delek Common Stock as Merger Consideration in exchange for ALDW Common Units in the Merger should be treated as a taxable sale by ALDW Common Unitholders of ALDW Common Units for U.S. federal income tax purposes. In such case, the amount of gain or loss recognized by each ALDW Common Unitholder in the Merger will vary depending on each ALDW Common Unitholder's particular situation, including the value of the Delek Common Stock received by such ALDW Common Unitholder as Merger Consideration in the Merger, the adjusted tax basis of the ALDW Common Units exchanged by such ALDW Common Unitholder in the Merger, and the amount of any suspended passive losses that may be available to a such ALDW Common Unitholder to offset a portion of the gain recognized by such ALDW Common Unitholder.

              For a more complete discussion of certain U.S. federal income tax consequences of the Merger, see "Material U.S. Federal Income Tax Consequences of the Merger."

The U.S. federal income tax treatment of owning and disposing of Delek Common Stock received in the Merger will be different than the U.S. federal income tax treatment of owning and disposing of ALDW Common Units.

              ALDW is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income taxes. Instead, each ALDW Common Unitholder is required to take into account its respective allocated share of ALDW's items of income, gain, loss and deduction in computing its federal income tax liability as if such ALDW Common Unitholder had earned such income directly, even if no cash distributions are made by ALDW to such ALDW Common Unitholder. A pro rata distribution of cash by ALDW to an ALDW Common Unitholder who is a U.S. holder (as defined in "Material U.S. Federal Income Tax Consequences of the Merger") is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the ALDW Common Unitholder's adjusted tax basis in such ALDW Common Units.

              Delek is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by Delek to a stockholder who is a U.S. holder generally will be included in such U.S. holder's income as ordinary dividend income to the extent of Delek's current or accumulated "earnings and profits," as determined under U.S. federal income tax principles. Cash distributions in excess of Delek's current or accumulated earnings and profits will be treated as a non-taxable return of capital, reducing a U.S. holder's adjusted tax basis in such stockholder's Delek Common Stock and, to the extent the cash distribution exceeds such stockholder's adjusted tax basis, as gain from the sale or exchange of such Delek Common Stock. See "Material U.S. Federal Income Tax Consequences of the Merger."

21


Table of Contents

Risks Inherent in an Investment in Delek Common Stock

              In addition to the risks described above, Delek is, and will continue to be, subject to the risks described in Old Delek's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated by Old Delek's and Delek's subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this consent statement/prospectus. See "Where You Can Find More Information" for the location of information incorporated by reference in this consent statement/prospectus.

22


Table of Contents


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

              This consent statement/prospectus, and the documents to which you are referred in this consent statement/prospectus, as well as oral statements made or to be made by ALDW and Delek, include certain "forward-looking statements" within the meaning of the U.S. federal securities laws. Words such as "may," "will," "could," "would," "anticipate," "estimate," "expect," "predict," "project," "guidance," "continue," "future," "potential," "intend," "plan," "assume," "believe," "forecast," "look," "build," "focus," "create," "work," "continue" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements with respect to the businesses, strategies and plans of ALDW and Delek, their expectations relating to the Merger and their future financial condition and performance. ALDW and Delek caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. When considering forward-looking statements, investors should keep in mind the risk factors and other cautionary statements described in the "Risk Factors." Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

23


Table of Contents

              Such factors are difficult to predict and in many cases may be beyond the control of ALDW and Delek. ALDW's and Delek's forward-looking statements are based on assumptions that ALDW and Delek, respectively, believe to be reasonable but that may not prove to be accurate. Consequently, all of the forward-looking statements ALDW and Delek make in this document are qualified by the information contained or incorporated by reference herein, including, but not limited to, the information contained

24


Table of Contents

under this heading and the information detailed in ALDW's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and its subsequent reports filed with the SEC, and in Old Delek's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Old Delek's and Delek's subsequent reports filed with the SEC. See "Where You Can Find More Information."

              ALDW and Delek undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which they become aware of, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

25


Table of Contents


WRITTEN CONSENTS OF ALDW COMMON UNITHOLDERS

ALDW Common Units Entitled to Consent and Consent Required

              Only ALDW Common Unitholders of record at the close of business on the Merger Vote Record Date of January 2, 2018 will be entitled to execute and deliver a written consent with respect to the Merger Agreement and the Merger.

Approval of the Merger Agreement and the Merger

              The approval and adoption of the Merger Agreement and the Merger by ALDW requires the affirmative vote or consent of holders of at least a majority of the outstanding ALDW Common Units.

              Pursuant to the terms of the Support Agreement, AAI, which as of January 2, 2018 beneficially owned 51,000,000 ALDW Common Units representing approximately 81.6% of the outstanding ALDW Common Units, has irrevocably agreed to deliver the AAI Written Consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger, within two business days after the effectiveness of the registration statement of which this consent statement/prospectus forms a part. The delivery of the AAI Written Consent by AAI with respect to the ALDW Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger.

Submission of Consents

              ALDW Common Unitholders may consent to the approval and adoption of the Merger Agreement and the Merger with respect to their ALDW Common Units by completing, dating and signing the written consent furnished with this consent statement/prospectus and returning it to ALDW.

              If you hold ALDW Common Units as of the Merger Vote Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to ALDW. Once you have completed, dated and signed the written consent, you may deliver it to ALDW by faxing it to Alon USA Partners, LP, Attention: Melissa Buhrig, at (615) 224-7937, by emailing a .pdf copy of your written consent to melissa.buhrig@delekus.com, or by mailing your written consent to Alon USA Partners, LP at 7102 Commerce Way, Brentwood, Tennessee 37027, Attention: Investor Relations. If you do not return your written consent, it will have the same effect as a vote against the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger.

              Upon the later of 20 business days after this consent statement/prospectus is sent to ALDW unitholders and the date on which a sufficient number of consents to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, have been received, the consent process will conclude. The delivery of the AAI Written Consent with respect to the ALDW Common Units owned by AAI adopting the Merger Agreement will be sufficient to adopt the Merger Agreement and thereby approve the Merger.

Revocation of Consents

              Your consent may be revoked at any time before the later of 20 business days after this consent statement/prospectus is sent to ALDW unitholders and the date on which the consents of a sufficient number of ALDW Common Units to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, have been delivered to the secretary of ALDW. If you wish to revoke a previously given consent before that time, you may do so by faxing such revocation to Alon USA Partners, LP, Attention: Melissa Buhrig, at (615) 224-7937, by emailing a .pdf copy of your written consent

26


Table of Contents

to melissa.buhrig@delekus.com, or by mailing your written consent to Alon USA Partners, LP at 7102 Commerce Way, Brentwood, Tennessee 37027, Attention: Investor Relations.

Expenses

              The expense of preparing, printing and mailing these consent materials is being borne one-half by ALDW and one-half by Delek.

27


Table of Contents


THE MERGER

General

              ALDW GP and Delek have agreed that Delek will acquire the outstanding ALDW Public Units by merging Merger Sub, an indirect wholly-owned subsidiary of Delek, with and into ALDW with ALDW being the surviving entity and becoming a subsidiary of Delek.

              Under the terms of the Merger Agreement, each ALDW Public Unit will be converted into the right to receive 0.4900 shares of validly issued, fully paid and non-assessable Delek Common Stock. All fractional shares of Delek Common Stock that a holder of ALDW Common Units would otherwise be entitled to receive as consideration in connection with the Merger will be aggregated and then, if a fractional share of Delek Common Stock results from that aggregation, be rounded up to the nearest whole share of Delek Common Stock and any such additional Delek Common Stock will become part of the consideration received in connection with the Merger. Any ALDW Common Units that are owned immediately prior to the Merger by ALDW will be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange for such canceled ALDW Common Units. All ALDW Common Units that are not ALDW Public Units and not canceled as described in the immediately preceding sentence will, in each case, remain outstanding, unaffected by the Merger.

              The approval and adoption of the Merger Agreement and the Merger by ALDW requires the affirmative vote or consent of holders of at least a majority of the outstanding ALDW Common Units. Pursuant to the terms of the Support Agreement, AAI, which as of January 2, 2018 beneficially owned 51,000,000 ALDW Common Units representing approximately 81.6% of the outstanding ALDW Common Units, has irrevocably agreed to deliver the AAI Written Consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger, within two business days after the effectiveness of the registration statement of which this consent statement/prospectus forms a part. The delivery of the AAI Written Consent by AAI with respect to the ALDW Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger.

Delek's Ownership Interest in and Control of ALDW and Delek

              ALDW Public Unitholders should be aware that ALDW is controlled by Delek through Delek's 100% ownership of ALDW GP. ALDW GP owns all of the outstanding general partner interests in ALDW. As a result, Delek appoints the members of both the ALDW GP Board and the Delek Board, in each case a majority of whom are affiliated with Delek and its affiliates, and thereby could be seen as controlling all of ALDW's and Delek's decisions, other than those involving certain conflicts of interest with Delek or that require an affirmative vote of holders of the limited partner interests in ALDW pursuant to and in the percentages specified by the ALDW Partnership Agreement. In addition, Delek, through its ownership of AAI, owns approximately 81.6% of the limited partner interests in ALDW.

              Certain persons associated with Delek have a relationship with ALDW. Kevin Kremke, Chief Financial Officer and Executive Vice President of Delek, is also Chief Financial Officer, Executive Vice President and Secretary of ALDW GP. Frederec Green, Chief Operating Officer and Executive Vice President of Delek, is also Chief Executive Officer and Executive Vice President of ALDW GP. David Weissman is a member of the Delek Board and also the executive chairman of the ALDW GP Board. Certain of the foregoing persons also serve as officers, directors and/or members of the management committee of other affiliates of Delek.

28


Table of Contents

Background of the Merger

              On January 3, 2017, in connection with the announcement of the Delek-ALJ Merger Agreement, Uzi Yemin, the Chairman, President and Chief Executive Officer of Delek, was asked about how the transaction between Old Delek and Alon Energy could affect ALDW. Mr. Yemin stated:

              On May 8, 2017, prior to the consummation of the Delek-ALJ Merger pursuant to the Delek-ALJ Merger Agreement, Old Delek held an earnings call. On this call, Mr. Yemin was again asked about Delek's plans with respect to ALDW after consummation of the Delek-ALJ Merger. Mr. Yemin stated:

Later in the call, Mr. Yemin was asked, regarding ALDW, "If you were to take it over, would Delek have a vote on an eventual acquisition? How would the actual roll-up occur as far as the mechanics of it? Would it be up to just minorities? Or would [Delek] also have a vote on it?" Mr. Yemin responded:

              With the completion of the Delek-ALJ Merger, effective July 1, 2017, Delek acquired indirect ownership of 81.6% of the outstanding ALDW Common Units and 100% of the outstanding limited liability company interest in ALDW GP, giving Delek effective control over ALDW.

              In July 2017, Delek engaged Barclays Capital Inc. ("Barclays") in connection with its consideration of a potential transaction with ALDW.

              On August 3, 2017, Delek held its second quarter 2017 earnings call. On this call, Mr. Yemin was again asked about Delek's plans with respect to ALDW after consummation of the Delek-ALJ Merger. Mr. Yemin stated:

29


Table of Contents

              In late August 2017, Mr. Yemin contacted members of the ALDW GP Board to discuss Delek's preliminary interest in pursuing a potential acquisition by Delek of all ALDW Public Units. Mr. Yemin did not indicate any relevant financial terms, except that stock consideration was expected to be involved. In response to this preliminary interest, Sheldon Stein, an independent member of the ALDW GP Board and a presumptive member of any conflicts committee of the ALDW GP Board to be established for purposes of evaluating a proposed transaction, contacted Houlihan Lokey to discuss Houlihan Lokey's potential engagement as financial advisor to an ALDW conflicts committee to assist such a committee in responding to any proposal received from Delek regarding a possible ALDW transaction. Subsequently, on August 25, 2017, at the direction of Delek, Barclays contacted Houlihan Lokey, and representatives of the firms had a preliminary discussion with respect to the timing of a possible offer to acquire all ALDW Public Units by Delek or one of its affiliates.

              On August 28, 2017, the ALDW GP Board convened in order to discuss Delek's preliminary interest with respect to an acquisition of all ALDW Public Units. The ALDW GP Board determined to seek "Special Approval," as defined in the ALDW Partnership Agreement, for any such transaction and, in order to provide such Special Approval if determined appropriate, to establish a conflicts committee pursuant to the ALDW Partnership Agreement consisting solely of qualified independent members of the ALDW GP Board to review any such transaction. Accordingly, the ALDW GP Board appointed Mr. Stein, Ella Ruth Gera and Eitan Raff to the ALDW GP Conflicts Committee and authorized the ALDW GP Conflicts Committee to, among other things, (a) review, evaluate and negotiate a possible transaction with Delek on behalf of ALDW and the ALDW Public Unitholders for the purpose of providing, if appropriate, Special Approval, and to recommend to the ALDW GP Board whether or not to approve the transaction and (b) engage financial, legal and other professional advisors. The ALDW GP Board also authorized compensation for the members of the ALDW GP Conflicts Committee.

              Shortly after the meeting of the ALDW GP Board was adjourned, the ALDW GP Conflicts Committee convened for the first time with Mr. Stein, Ms. Gera and Mr. Raff in attendance. At the invitation of the ALDW GP Conflicts Committee, Gardere Wynne Sewell LLP ("Gardere") attended the meeting as potential legal counsel to the ALDW GP Conflicts Committee. At the initial meeting, the committee appointed Mr. Stein as its chairman and discussed key "first impression" issues arising out of the potential transaction, including the possibility that any transaction involving an exchange of ALDW Public Units for either cash or equity interests in Delek would be expected to be a taxable transaction to ALDW Public Unitholders. The committee also discussed that Delek's current control of ALDW, as a result of the Delek-ALJ Merger, and its interest in acquiring the ALDW Public Units for purposes of consolidating ownership of the refinery assets-rather than disposing of its ownership of ALDW Common Units-meant that it was unlikely that any unaffiliated person would be interested in making a credible competing offer for ALDW and the ALDW Public Units. The committee reviewed the requirements for the independent status of each committee member as well as the applicable duties of the committee members under the ALDW Partnership Agreement and applicable law. With respect to the selection of a financial advisor, the committee authorized Gardere to negotiate the terms of Houlihan Lokey's engagement as financial advisor to the committee. Houlihan Lokey was selected based on Houlihan Lokey's experience and reputation and its familiarity with ALDW and the industry in which it operates having, among other things, provided financial advisory services to a conflicts committee of the ALDW GP Board in connection with ALDW's proposed acquisition of a refinery from Alon Energy in 2014. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. In connection with its engagement, Gardere disclosed to the committee its limited engagement on unrelated matters during the past by Delek, Alon Energy, and

30


Table of Contents

their subsidiaries for which the fees paid in the last five years were less than $60,000 in the aggregate. The committee discussed its belief that such limited unrelated matters and limited fees would not compromise Gardere's independence on behalf of the committee. After discussion, the ALDW GP Conflicts Committee approved the retention of Gardere, and Gardere was retained as legal counsel to the committee. The committee then discussed potential updates to the mandate and scope of authority given to it by the ALDW GP Board.

              Following the August 28, 2017 meeting of the ALDW GP Conflicts Committee, Gardere concluded that, on the basis of Mr. Raff's ownership of a small number of shares of Delek Common Stock as disclosed in an ALDW GP Board director questionnaire, Mr. Raff did not appear to be eligible to serve on the ALDW GP Conflicts Committee pursuant to the terms of the ALDW Partnership Agreement. This view was subsequently confirmed by internal counsel for the ALDW GP, who was also internal counsel to Delek, and, accordingly, Mr. Raff resigned from the committee in a follow up call with Gardere on September 3, 2017.

              On September 5, 2017, Mr. Stein and Ms. Gera, as the remaining members of the ALDW GP Conflicts Committee, and Gardere convened to review matters related to qualifications to serve on the ALDW GP Conflicts Committee (including Mr. Raff's resignation from the committee) and the timing and logistics of a potential transaction with Delek. The committee further reviewed issues relating to whether a potential transaction would be taxable. The committee also reviewed the terms of Houlihan Lokey's proposed engagement as the committee's financial advisor. In connection with its engagement, Houlihan Lokey provided the committee with a letter with respect to the relationships of Houlihan Lokey with ALDW, Delek and certain related parties during the prior two years. After reviewing the letter, the committee determined that Houlihan Lokey did not have relationships which would impair Houlihan Lokey's ability to provide the committee with objective advice regarding a potential transaction with Delek. The committee approved Houlihan Lokey's engagement, and Houlihan Lokey was retained as its financial advisor.

              Also on September 5, 2017, representatives of Houlihan Lokey contacted representatives of management of ALDW and Delek, which were comprised of the same individuals, to begin gathering information regarding ALDW and, given the possibility that shares of Delek Common Stock or other Delek securities would constitute some or all of the proposed consideration in a transaction, Delek and its subsidiaries, and on September 7, 2017, Houlihan Lokey submitted to representatives of management of ALDW and Delek a list of information regarding ALDW that it would like to review.

              On September 8, 2017, Gardere contacted internal counsel for ALDW GP, who was also internal counsel to Delek, to discuss the likelihood that the ALDW GP Conflicts Committee would request a revised expanded mandate with respect to a Delek transaction, including the right to reject any proposal and terminate discussions, and a commitment by the ALDW GP Board not to proceed with any transaction with Delek without the affirmative recommendation of the ALDW GP Conflicts Committee. Gardere and representatives of ALDW GP also discussed the due diligence process, including the identity of the ALDW and Delek management from whom information would be requested and obtained and how to ensure the reliability and promptness of the receipt of such information.

              On September 12, 2017, Houlihan Lokey submitted a list of information regarding Delek (and additional information regarding ALDW) that it would like to review to the management of ALDW and Delek, as well as Barclays.

              On September 13, 2017, representatives of Gardere and Houlihan Lokey had a call to discuss the potential tax effects of a potential transaction with Delek. Representatives of Gardere expressed the preliminary view that any consideration — whether in shares of Delek Common Stock and/or cash —

31


Table of Contents

would likely be taxable to the ALDW Public Unitholders, although the tax effects would vary for each particular ALDW Public Unitholder.

              On September 14, 2017, the ALDW GP Conflicts Committee, Gardere and Houlihan Lokey held a meeting. In this meeting, the committee discussed specific revisions and updates to the ALDW GP Board resolutions for the purpose of clarifying and expanding the scope of authority of the ALDW GP Conflicts Committee. In particular, the proposed revised resolutions provided the ALDW GP Conflicts Committee with the full authority to accept or reject any proposal by Delek and to terminate discussions between ALDW and Delek. The proposed revised resolutions also made clear that the ALDW GP Board would not proceed with any transaction with Delek without an affirmative recommendation of the ALDW GP Conflicts Committee. In connection with the due diligence process, the committee discussed in detail (i) the fact that employees and representatives of ALDW who were designated to provide information concerning ALDW for due diligence and financial analysis purposes were — as a result of the principal leadership roles at ALDW GP and ALDW changing after the Delek-ALJ Merger — almost in all cases also employees of Delek and (ii) the potential conflicts and risks this dynamic potentially represented. In order to mitigate such conflicts and risks, the committee determined that confidential information regarding the committee's process and conclusions would not be provided to any such Delek employees; rather, such employees would be utilized only to facilitate the gathering of information for the committee and its advisors. The committee noted that, although it would, with the assistance of Houlihan Lokey and Gardere, consider alternatives to a transaction with Delek, including the status quo, given Delek's control of ALDW and its public statements indicating its desire to acquire the ALDW Public Units, an alternative transaction for ALDW involving a third party was unlikely.

              Following the September 14, 2017 meeting, Gardere circulated to representatives of ALDW GP for review and execution by the ALDW GP Board updated resolutions to expand the mandate of the ALDW GP Conflicts Committee. The resolutions acknowledged the resignation of Mr. Raff from the ALDW GP Conflicts Committee since its initial formation and provided the committee with (1) the exclusive authority to review and negotiate the terms and conditions of any transaction between ALDW and Delek concerning the acquisition of ALDW Public Units, including, without limitation, form of consideration and price, and to negotiate and approve all documentation relating to such transaction and (2) an express right to reject any proposal with respect to an ALDW-Delek transaction and/or to terminate (or not commence) any discussions with Delek or its affiliates and representatives in respect of a transaction. The resolutions also provided that the ALDW GP Board would not authorize or approve an ALDW-Delek transaction or submit any such transaction to ALDW Public Unitholders for their acceptance or approval (including for purposes of obtaining Special Approval under the ALDW Partnership Agreement) unless and until the ALDW GP Conflicts Committee provided the ALDW Board with its affirmative recommendation in favor of such transaction. The resolutions also set forth the applicable duties of members of the ALDW GP Conflicts Committee as set forth in the ALDW Partnership Agreement. Following its receipt of the proposed update to the committee's mandate, representatives of ALDW GP and Delek called Gardere to confirm their receipt of the resolutions and to briefly discuss timing and disclosure issues relating to a possible transaction. Delek advised Gardere that Baker Botts L.L.P. ("Baker Botts") would act as outside counsel to Delek.

              On September 18, 2017 representatives of Houlihan Lokey, as financial advisor to the ALDW GP Conflicts Committee, and Barclays and Baker Botts, as financial and legal advisors to Delek, met with Kevin Kremke, Executive Vice President and Chief Financial Officer of Delek and Executive Vice President, Chief Financial Officer and Secretary of ALDW GP, Frederec Green, Executive Vice President and Chief Operating Officer of Delek and Executive Vice President and Chief Executive Officer of ALDW GP, Assaf Ginzburg, Executive Vice President of Delek, Avigal Soreq, Executive Vice President and Chief Commercial Officer of Delek, and other representatives of the management of ALDW and Delek in Franklin, Tennessee to receive management presentations regarding ALDW and Delek. Gardere

32


Table of Contents

participated via telephone. The presentations lasted most of the business day. Representatives of ALDW and Delek reviewed the businesses, financial performance and projections for ALDW and Delek. In order to permit an open exchange of information without Delek's financial advisor being present, representatives of Barclays were excused from a session during which Houlihan Lokey and Gardere on behalf of the ALDW GP Conflicts Committee asked questions, specifically regarding ALDW and the process by which the financial projections for both ALDW and Delek were prepared.

              On September 19, 2017, Delek and ALDW entered into a confidentiality agreement.

              Also, on September 19, 2017, the ALDW GP Conflicts Committee, Gardere and Houlihan Lokey met to review the information provided during the management presentations the day before. In addition to the committee and its advisors, Messrs. Kremke, Green and Ginzburg and other representatives of ALDW and Delek were present, along with representatives of Baker Botts and Barclays. Representatives of the management of ALDW and Delek led the presentation and members of the committee asked various questions, including questions regarding operational issues and financial performance. Delek also reviewed certain anticipated features of a potential transaction, including its expectation that the consideration paid to acquire all ALDW Public Units would be entirely in the form of Delek Common Stock. No financial terms of a potential transaction, including any exchange ratio, were discussed in the presentation. In connection with conducting the due diligence review and its preliminary review of anticipated transaction structure, management of Delek expressed a desire to the ALDW GP Conflicts Committee for an expedited negotiation of any potential transaction proposal. In response, the committee emphasized that, while the ALDW GP Conflicts Committee would seek to move with all deliberate speed to evaluate any proposal, the committee could not commit to any particular timeframe. The ALDW GP Conflicts Committee requested that Gardere and Baker Botts confer after this meeting regarding timing and process considerations.

              Later on September 19, 2017, Gardere and Baker Botts spoke regarding timing and process considerations in respect of a potential transaction. Gardere re-emphasized that, once a formal proposal from Delek, if any, was received by the ALDW GP Conflicts Committee, Gardere expected the committee to proceed as promptly as possible to evaluate such proposal and respond to it. Gardere also stressed, however, that-in light of the committee's responsibilities and desire to negotiate a transaction that was in the best interest of the ALDW Public Unitholders-the committee would not commit to any firm timeline and would take such time as the committee determined was necessary and appropriate to conduct its evaluation and negotiate a transaction. In connection therewith, in order to set expectations as to timing and promote constructive dialogue between the parties, Gardere also provided a brief update to Baker Botts as to anticipated next steps and timing with respect to Houlihan Lokey's review of information with respect to ALDW and Delek for purposes of its financial analyses. Subsequently, Houlihan Lokey called Barclays to convey similar information.

              Subsequent to September 19 and through November 5, 2017 representatives of Houlihan Lokey held a number of follow up diligence calls with ALDW and Delek management to discuss, among other things, financial topics, third quarter performance of ALDW and Delek, and the potential sale by Delek of certain non-core assets. On a number of occasions, representatives of Barclays were present on such calls.

              On September 26, 2017, Gardere spoke with internal counsel to ALDW GP and Delek in order to request the status of the proposed resolutions updating the mandate of the ALDW GP Conflicts Committee. ALDW GP internal counsel indicated that such resolutions were acceptable to the ALDW GP Board and had been circulated to its members for formal approval by written consent.

              On September 28, 2017, the ALDW GP Conflicts Committee, Gardere and Houlihan Lokey met to further discuss the information that the ALDW GP Conflicts Committee and its advisors had received

33


Table of Contents

with respect to ALDW and Delek, as well as certain public trading observations with respect to ALDW and Delek. As part of its discussion, the committee, with the assistance of Houlihan Lokey, reviewed certain structural issues applicable to a potential ALDW-Delek transaction in light of the contemplated all Delek Common Stock consideration that Delek indicated it was considering on September 19, 2017, including a fixed exchange ratio construct versus a fixed value construct and the possibility of using "collars" on the exchange ratio. The committee discussed certain alternatives to a transaction with Delek, noting ALDW's limited growth prospects and yield-oriented investor base. Gardere briefly discussed with the ALDW GP Conflicts Committee the anticipated timing of the execution of the ALDW GP Board resolutions clarifying and expanding the ALDW GP Conflicts Committee's mandate. The committee also considered the engagement of Potter Anderson & Coroon, LLP ("Potter Anderson") as special Delaware counsel to the committee, based on Gardere's recommendation. The committee also noted that the members of the committee, in their role as members of the ALDW GP Board's audit committee, were discussing a change in auditors of ALDW, and that Delek was also proposing conforming the ALDW's accounting policies to those of Delek for financial reporting purposes, or pushdown accounting, for the third quarter of 2017, the first full quarter completed since the closing of Delek-ALJ Merger.

              On October 5, 2017, Gardere and internal counsel to ALDW GP and Delek held a call in which it was confirmed that all members of the ALDW GP Board had approved the resolutions to revise the mandate of the ALDW GP Conflicts Committee, and on October 10, 2017 the ALDW GP Conflicts Committee received a fully executed copy of the resolutions.

              On one or more occasions during the first two weeks of October, representatives of Houlihan Lokey, on the one hand, and either a representative of Delek or Barclays, on the other, discussed the expected timing of the delivery of a written proposal from Delek with respect to the acquisition by Delek of all ALDW Public Units. Delek and Barclays indicated that the ALDW GP Conflicts Committee should expect a proposal at some point following a scheduled meeting of the Delek Board on October 10. On such calls, both Delek and Barclays reiterated Delek's desire for an accelerated timeframe in which to conclude negotiations following delivery of the Delek proposal and acknowledged that the committee would need to take whatever time it determined was appropriate consistent with its duties under the ALDW Partnership Agreement and applicable law.

              On October 10, 2017, the Delek Board held a meeting at which the potential transaction was discussed. Representatives of Barclays, Baker Botts and Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to Delek ("Morris Nichols"), were present at the meeting. Following the discussion, the Delek Board authorized Delek management to make a proposal to the ALDW GP Conflicts Committee and to negotiate a transaction with the ALDW GP Conflicts Committee, subject to final approval by the Delek Board.

              On October 12, 2017, having not received a proposal, the ALDW GP Conflicts Committee held a meeting with Gardere and Houlihan Lokey to discuss the anticipated timing and process for the committee to receive and review a proposal from Delek concerning the potential ALDW-Delek transaction. It was noted again that Delek had indicated its hope that the ALDW GP Conflicts Committee would be able to approve a transaction on an accelerated time frame after the committee's receipt of a formal proposal from Delek. The ALDW GP Conflicts Committee in turn reaffirmed its prior determination that, while it would work efficiently to evaluate and negotiate the terms of any such proposed transaction, it would not commit to any fixed deadline for negotiation and would take the time necessary to evaluate any proposed transaction and to negotiate terms that were in the best interests of the ALDW Public Unitholders. Information prepared by the tax advisors to ALDW and Delek regarding the estimated tax effects of a possible transaction in which the ALDW Public Unitholders would receive Delek stock on ALDW Public Unitholders was reviewed by Houlihan Lokey with the committee. The committee also discussed the manner in which pre-closing distributions to unitholders of publicly traded master limited partnerships were handled in other similar transactions.

34


Table of Contents

              On October 16, 2017, after the close of the US equity markets, Mr. Yemin emailed Mr. Stein and Ms. Gera a letter from Delek addressed to the ALDW GP Conflicts Committee proposing a transaction in which a subsidiary of Delek would be merged into ALDW and each ALDW Public Unitholder would receive 0.4481 shares of Delek Common Stock in exchange for each ALDW Public Unit (the "Initial Delek Proposal"). The proposal letter with respect to the Initial Delek Proposal stated that consideration for each ALDW Public Unit implied by the exchange ratio represented a premium of approximately 2.5% to the closing price of the ALDW Common Units of $11.51 on the New York Stock Exchange on October 16, 2017. The proposal letter stated that Delek was interested only in acquiring all of the ALDW Public Units and that Delek had no interest in selling any of its or its affiliates' ALDW Common Units or interests in the ALDW GP, selling assets to ALDW or the ALDW GP or pursuing other strategic alternatives involving ALDW or ALDW GP. The proposal letter stated that conditions to the transaction were anticipated to be limited, that the vote of the ALDW Common Units owned by Delek and its affiliates would be sufficient under the ALDW Partnership Agreement for approval by ALDW Common Unitholders, that no approval of Delek's stockholders would be required for the completion of the proposed transaction, and that Delek did not expect the transaction to require any regulatory approvals other than SEC review of the registration statement on Form S-4 with respect to the shares of Delek Common Stock to be issued in the transaction and the listing of such additional shares on the NYSE. Substantially concurrently with the delivery of the proposal letter to Mr. Stein and Ms. Gera, Baker Botts emailed to Gardere the proposal letter and initial drafts of a Merger Agreement and a Support Agreement, and a representative of Delek forwarded the proposal letter to Houlihan Lokey.

              On October 17, 2017, the ALDW GP Conflicts Committee, Gardere and Houlihan Lokey met to discuss the Initial Delek Proposal. At the request of the ALDW GP Conflicts Committee, representatives of Houlihan Lokey discussed their preliminary financial analyses with respect to ALDW, Delek and the proposed transaction. Also at the request of the ALDW GP Conflicts Committee, Gardere reviewed its initial impressions of the draft agreements that accompanied the Initial Delek Proposal, including the fact that, while the draft Merger Agreement appeared to adopt a "market" approach on structure and a favorable approach as to certainty of closing, certain features were not included, such as (a) assurance that the ALDW Public Unitholders would receive the ALDW's distribution for the third quarter of 2017 and (b) any voting provisions of substance for the ALDW Public Unitholders, i.e., a "majority of the minority" vote provision. The committee, with the assistance of its legal and financial advisors, discussed that protections concerning payment of ALDW's third quarter distribution would be very important to the ALDW Public Unitholders. The committee then considered whether to request a majority of the minority voting provision. Although the committee believed such a provision could help assure that the value of the consideration in the Merger was acceptable to ALDW Public Unitholders, such an approval requirement was not required under the ALDW Partnership Agreement and the committee also noted that Delek had previously indicated that such a provision would not be acceptable given the time and inherent uncertainties involved, although the issue was not addressed in the Initial Delek Proposal. In addition, the committee discussed that such a provision would increase the time to close and hence potential uncertainty with respect to a closing. Accordingly, the committee determined not to request such a provision at such time, but would keep it under consideration if Delek proved unwilling to increase its proposed exchange ratio in favor of the ALDW Public Unitholders. The committee then further considered the engagement of Potter Anderson as Delaware legal counsel to the committee. After discussing Potter Anderson's qualification and determining that a previous engagement for a committee of the board of Alon Energy on an unrelated matter would not impair Potter Anderson's ability to serve as independent counsel to the committee, the committee reviewed and approved the recommended engagement of Potter Anderson. The committee then determined to adjourn to permit its members further time to consider the information and analyses reviewed and discussed on the call and formulate additional questions, and to provide Gardere with time to develop a more detailed "markup" of the draft Merger Agreement, with a view to reconvening the committee in person on Thursday October 19th.

35


Table of Contents

              On October 19, 2017, the ALDW GP Conflicts Committee met to discuss the Initial Delek Proposal and other terms of the draft Merger Agreement. At the request of the committee, representatives of Gardere and Houlihan Lokey were also present. Houlihan Lokey reviewed and discussed its updated preliminary financial analyses with respect to ALDW, Delek and the proposed transaction. Following the discussion, the committee determined that the 0.4481 exchange ratio contemplated by the Initial Delek Proposal was inadequate and determined to make a counteroffer on price based on a fixed exchange ratio of 0.53 shares of Delek Common Stock for each ALDW Public Unit. The Committee discussed that such counterproposal level was based on its view that an exchange ratio in the range of 0.48 to 0.50 was likely to be in the best interests of ALDW Public Unitholders and that tactically it would be important to counter at a higher price. The ALDW GP Conflicts Committee instructed Houlihan Lokey to present such counteroffer to Delek. It was also discussed and agreed that Houlihan Lokey, on behalf of the committee, should make clear that protections to ensure that the ALDW Public Unitholders would receive ALDW's distribution for the third quarter of 2017 were very important to the committee.

              At the October 19, 2017 meeting, the ALDW GP Conflicts Committee and its advisors also discussed certain other terms in the proposed Merger Agreement and reviewed certain proposed comments to the draft Merger Agreement. In addition to protections with regards to ALDW distributions, the committee proposed that — in light of the conflict issues previously identified and discussed by the committee and the fact that Delek and its officers essentially "sat on both sides" for purposes of verifying representations and performing obligations for the parties under the Merger Agreement — the Merger Agreement should limit Delek's ability to assert breaches of representations and covenants. The committee reviewed that the conditions in the draft Merger Agreement to each side's obligations to close the transaction essentially amounted to the absence of a "Material Adverse Effect" on a party, and the committee discussed revisions to the "Material Adverse Effect" definition to further enhance the certainty of closing. Further, in light of Delek's control of the ALDW GP, the committee proposed clarifying its rights to enforce the Merger Agreement on behalf of ALDW and adding a requirement that it approve any waiver, amendment or termination of the Merger Agreement. The ALDW GP Conflicts Committee directed Gardere to prepare a new draft of the Merger Agreement that could be shared with Baker Botts reflecting such discussion with a view to narrowing the issues other than the exchange ratio.

              After the end of the ALDW GP Conflicts Committee meeting on October 19, 2017, Houlihan Lokey called Delek and, as directed by the ALDW GP Conflicts Committee, conveyed the committee's counterproposal of an exchange ratio of 0.53 and that the ALDW unitholders would receive a third quarter distribution determined in accordance with past practices.

              On Friday, October 20, 2017, Mr. Yemin called Mr. Stein to communicate that Delek was willing to raise the exchange ratio to 0.48 shares of Delek Common Stock for each ALDW Public Unit, but he did not have authority from the Delek Board to go higher than 0.48. Mr. Stein responded he would discuss the revised proposal with the ALDW GP Conflicts Committee and its advisors.

              Following his conversation with Mr. Yemin on October 20, 2017 and in light of Ms. Gera's unavailability until the subsequent day, Mr. Stein convened a discussion with Houlihan Lokey and Gardere to discuss Delek's oral revised proposal of an exchange ratio of 0.48. While the revised exchange ratio was viewed as constructive, in light of the relatively quick counter from Mr. Yemin on behalf of Delek, the fact that limited overall time had occurred in the negotiation process with respect to price and the fact that a price higher than the value implied by a 0.48 exchange ratio would be better for ALDW Public Unitholders in all cases, Mr. Stein, after consulting with Gardere and Houlihan Lokey, decided to make a counterproposal at an exchange ratio of 0.51. At Mr. Stein's direction on behalf of the ALDW GP Conflicts Committee, Houlihan Lokey called Barclays to acknowledge receipt of the most recent revised Delek proposal conveyed by Mr. Yemin to Mr. Stein and the committee's counterproposal of an exchange ratio of 0.51. As directed by Delek, Barclays conveyed to Houlihan Lokey that an updated written proposal

36


Table of Contents

letter from Mr. Yemin would be sent to members of the ALDW GP Conflicts Committee reflecting the increased exchange ratio of 0.48. This revised proposal letter, sent by email to Mr. Stein and Ms. Gera late in the afternoon of October 20, 2017, proposed a revised fixed exchange ratio of 0.48 new shares of Delek Common Stock for each issued and outstanding ALDW Public Common Unit. The letter noted that the revised proposed exchange ratio represented a premium of approximately 9.8% to the closing price of ALDW Common Units of $11.51 on the New York Stock Exchange on October 16, 2017, the date of the Initial Delek Proposal.

              On October 23, 2017, upon the direction of Delek, Barclays called Houlihan Lokey to inquire about when to expect comments to the Merger Agreement, and Gardere called Baker Botts to identify and preview the issue that-in light of the fact the same personnel would be substantially verifying representations and warranties and performing obligations on behalf of both Delek and ALDW under the Merger Agreement-the comments of the ALDW GP Conflicts Committee to the proposed Merger Agreement would provide limitations on Delek's right to assert breaches of the Merger Agreement. Gardere also discussed the importance to the ALDW GP Conflicts Committee of preserving distributions to the ALDW Public Unitholders based on a methodology for calculations of distributions that was consistent with the past practices of the ALDW GP. Later that day, Gardere emailed the proposed revised drafts of the Merger Agreement and the Support Agreement to Baker Botts, noting that the committee reserved the right to make additional comments depending on the progress of price negotiations. The revised Merger Agreement sent to Baker Botts reflected, among other things: provisions setting forth payment of a fixed amount for the ALDW third quarter distribution and clarifying that subsequent pre-closing quarterly distributions to ALDW Common Unitholders would be declared and paid in a manner consistent with past practice; limitations on Delek's rights to assert covenant breaches of the Merger Agreement by ALDW (unless directed by the ALDW GP Conflicts Committee) or breaches of ALDW's representations and warranties based on facts existing as of the execution of the Merger Agreement or which were in control of parties to the Merger Agreement; provisions to allow the ALDW GP Conflicts Committee to terminate the Merger Agreement upon the occurrence of an unforeseen intervening event that materially affected valuation; an expanded list of carve outs to the definition of "Material Adverse Effect"; the ALDW GP Conflicts Committee's exclusive right to waive conditions under, terminate or enforce the Merger Agreement; and an uncapped expense reimbursement in the event of a termination of the Merger Agreement in specified circumstances.

              On October 24, 2017, Mr. Yemin called Mr. Stein and stated that Delek was not willing to increase the fixed exchange ratio above 0.48 given Delek's recent relative performance as compared to ALDW, which Mr. Yemin said would be apparent in Delek's upcoming earnings announcement, scheduled for November 8, 2017 after the market close.

              Following Mr. Yemin's call with Mr. Stein, on October 24, 2017, the ALDW GP Conflicts Committee convened a meeting. The committee, with the assistance of Houlihan Lokey, discussed Delek's position communicated by Mr. Yemin. Houlihan Lokey confirmed that Delek had told Houlihan Lokey that management of ALDW and Delek expected that Delek's third quarter financial results and ALDW's third quarter financial results would both outperform estimates, but that Delek was outperforming more on a relative basis. The committee also discussed the appropriate response by the committee to Delek's position on the proposed exchange ratio. Given the desirability of achieving the best possible price for ALDW's Public Unitholders and because the ALDW GP Conflicts Committee was not yet in a position to fully assess how Delek's position on the companies' relative performance impacted the committee's view of value, the ALDW GP Conflicts Committee instructed Houlihan Lokey to convey to Barclays that there would be no change to its proposed exchange ratio of 0.51. Subsequent to the October 24, 2017 meeting, as directed by the ALDW GP Conflicts Committee, representatives of Houlihan Lokey called Barclays to convey the position of the committee.

37


Table of Contents

              Later on October 24, 2017, Gardere, Potter Anderson, Baker Botts, Morris Nichols and Mr. Kremke held a conference call to discuss the draft of the Merger Agreement previously sent by Gardere to Baker Botts. The parties discussed the provisions permitting the ALDW GP Conflicts Committee to terminate the Merger Agreement upon the occurrence of an "intervening event," the rationale for the ALDW GP Conflicts Committee's treatment of breaches of the Merger Agreement, the requested changes in the definition of "Material Adverse Effect," the provisions added with respect to the authority of the ALDW GP Conflicts Committee to control determinations to be made by ALDW under the Merger Agreement, and the provisions addressing the period between signing and closing. With respect to the right to terminate for an "intervening event" reflected in the Merger Agreement, Baker Botts expressed the view that such a provision was not necessary in the Merger Agreement in light of the duties of the ALDW GP Conflicts Committee under the Partnership Agreement, that, in any event, if included, such a provision was typically accompanied by a significant breakup fee payable by the target company as a result of its exercise and that such a fee was impractical in the context of a ALDW-Delek transaction given Delek's ownership of 81.6% of the ALDW Common Units. In addition, Baker Botts and Gardere discussed the provisions regarding distributions to ALDW Common Unitholders, and Baker Botts expressed the view that, given the finalization of the third quarter financials for each of ALDW and Delek, the third quarter distribution should be an amount fixed at the execution of the Merger Agreement to avoid potential disputes and that Delek did not believe it was appropriate to commit to certain standards with respect to the timing or calculation of subsequent distributions if the transaction did not close before the time such distributions were regularly declared and paid.

              Later on October 24, 2017, Gardere and Baker Botts had a further discussion regarding the consent solicitation process reflected in the Merger Agreement and matters related to the registration of the shares of Delek Common Stock to be issued in the transaction under the Securities Act.

              On October 26, 2017, Baker Botts transmitted a revised draft of the Merger Agreement to Gardere. The revised draft (a) added an express representation that Delek was not aware of any breaches by the ALDW Parties as of execution of the Merger Agreement and-in lieu of provisions with respect to breaches requested by the ALDW GP Conflicts Committee-made clear that actions or omissions directed by Delek would not be deemed breaches of the Merger Agreement by the ALDW Parties, (b) eliminated ALDW's right to terminate for an "intervening event", (c) made reciprocal certain additional exceptions to the definition of a "Material Adverse Effect" requested by the ALDW GP Conflicts Committee and (d) provided for a fixed third quarter distribution to the ALDW Common Unitholders (the amount of which would be inserted into the draft following calculations in connection with ALDW's third quarter performance). Baker Botts also returned a draft of the Support Agreement, which accepted the limited comments of the ALDW GP Conflicts Committee to such agreement.

              On October 30, 2017, the ALDW GP Conflicts Committee convened a meeting at which representatives of Gardere and Houlihan Lokey were present. The meeting began with a further update from Houlihan Lokey concerning its ongoing review of information provided by the management of ALDW and Delek relating to the financial performance of Delek and ALDW over the recently completed third quarter. The committee, with the assistance of Houlihan Lokey, also discussed upcoming events that could impact the market prices of shares of Delek Common Stock and ALDW Common Units, including the earnings announcements scheduled for November 8, 2017. The ALDW GP Conflicts Committee discussed the risk that—while likely not a material risk—a meaningful improvement in Delek's share price as a result of such announcement could cause Delek to revise the exchange ratio in its favor or even delay a transaction. The committee instructed Houlihan Lokey to communicate to Barclays that the committee was standing firm with the proposed exchange ratio of 0.51. Gardere also reviewed the recent negotiations with Delek regarding the Merger Agreement. The committee discussed that Delek had accepted many of the committee's comments to the Merger Agreement in principle, including that Delek's right to assert breaches by ALDW should be circumscribed in the Merger Agreement given ALDW's controlled status,

38


Table of Contents

key carve outs to the "Material Adverse Effect" definition and the requirement to obtain approval of the ALDW GP Conflicts Committee for ALDW to take certain material actions under the Merger Agreement; however, Delek had rejected the "intervening event" termination right. Further, the committee concluded that, consistent with prior discussions and the committee's earlier draft, a "majority of the minority" vote provision would not be requested. The committee determined that, other than the exchange ratio, the most significant open issue in the draft Merger Agreement remained the determination of the Partnership's distribution amount for the third quarter of 2017 and the protection of distributions thereafter if the transaction did not close prior to the time such distributions were declared, and it directed Gardere to press the latter issue with Baker Botts.

              On October 30, 2017, following the meeting of the ALDW GP Conflicts Committee, Gardere and Baker Botts discussed the issue of the amount and timing of distributions to ALDW Public Unitholders in respect of periods following the third quarter. Gardere then later delivered a revised draft of the Merger Agreement reflecting the following terms, among others: (a) a provision which clarified that, if a breach of Delek's representation regarding its knowledge of ALDW breaches was itself breached, Delek would be limited in asserting the applicable ALDW breaches under the Merger Agreement, (b) certain refinements to the provisions that govern Delek's actions between signing and closing and (c) alternatives regarding distributions in respect of ALDW Common Units following the third quarter. Also on October 30, 2017, at the instruction of the committee, representatives of Houlihan Lokey contacted representatives of Barclays to communicate that the committee was standing firm with its counterproposal based on an exchange ratio of 0.51 shares of Delek Common Stock for each ALDW Public Unit.

              On November 1, 2017, Baker Botts circulated a revised Merger Agreement, substantially accepting the comments forwarded by Gardere the prior day, reflecting an exchange ratio of 0.48 and a third quarter distribution of $0.38 cents per ALDW Common Unit and providing that distributions in respect of any quarter ending December 31, 2017 or thereafter would be in an amount (x) consistent with the ALDW GP Board's existing cash distribution policy and (y) calculated in a manner substantially consistent with ALDW's past practice (including in respect of reserves for maintenance capital expenditures, debt service and other contractual obligations, and reserves for future operating or capital needs) and would have a record date and payment date consistent with past practice with respect to such quarter. In response to an inquiry from Baker Botts, Gardere responded that the legal terms in the Merger Agreement overall were satisfactory and further discussion was not needed between respective counsel.

              On November 2, 2017, the ALDW GP Board preliminarily approved a third quarter distribution of $0.38 per ALDW Common Unit. Following the meeting of the ALDW GP Board, the ALDW GP Conflicts Committee met to discuss the proposed ALDW-Delek transaction. Mr. Stein indicated that after the ALDW GP Board meeting, Mr. Yemin had spoken to him and reiterated that Delek could not offer a fixed exchange ratio above 0.48. The committee discussed the conversation and matter at length and, in light of the committee's view that Mr. Yemin strongly desired to reach an agreement regarding the ALDW acquisition before the announcement of Delek's and ALDW's earnings and because an increase in the exchange ratio was not expected to be a significant incremental cost for Delek (but would be a meaningful improvement in the amount of overall consideration to the ALDW Public Unitholders), the members of the committee would communicate to Mr. Yemin that the ALDW GP Conflicts Committee required an increase in the exchange ratio in order to consider recommending a transaction to the ALDW GP Board. The committee then briefly adjourned the meeting to permit Mr. Stein and Ms. Gera to contact Mr. Yemin to request an exchange ratio of 0.50. Mr. Stein and Ms. Gera then called Mr. Yemin and proposed the 0.50 exchange ratio. On the call, Mr. Yemin countered with an exchange ratio of 0.49 of a share of Delek Common Stock for each ALDW Public Unit, which counterproposal was subject to Delek Board approval. On behalf of the ALDW GP Conflicts Committee, Mr. Stein and Ms. Gera tentatively accepted a fixed exchange ratio of 0.49, subject to the committee's review of such proposal with the assistance of its legal and financial advisors and the approval of the committee.

39


Table of Contents

              On November 5, 2017, the Delek Board held a meeting to discuss the status of negotiations with the ALDW Conflicts Committee and consider the terms of the proposed transaction. At the request of the Delek Board, representatives of Barclays, Baker Botts and Morris Nichols were also present. Messrs. Yemin, Kremke and Green reviewed with the Delek Board the terms of the proposed transaction, and representatives of Barclays reviewed with the Delek Board the financial terms of the proposed transaction. Following discussion, the Delek Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with a fixed exchange ratio of 0.49, subject to the finalization of the definitive agreements.

              On November 6, 2017, the ALDW GP Conflicts Committee met to consider providing Special Approval of the ALDW-Delek transaction. At the request of the committee, Houlihan Lokey reviewed and discussed its financial analyses with respect to ALDW, Delek and the proposed Merger. Thereafter, at the request of the committee, Houlihan Lokey orally rendered its opinion to the committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the committee dated November 6, 2017), as to, as of such date, the fairness, from a financial point of view, to the holders of ALDW Common Units, other than the Excluded Holders, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement. Gardere subsequently reviewed the proposed terms of the Merger Agreement and the Support Agreement. The ALDW GP Conflicts Committee (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interest of ALDW and the ALDW Public Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (such approval constituting the Special Approval), and (c) resolved to recommend to the ALDW GP Board, the approval of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

              On November 7, 2017, the ALDW GP Board convened a meeting. All directors other than David Wiessman were in attendance. At the request of the ALDW GP Conflicts Committee, representatives of Gardere and Houlihan Lokey were also in attendance. At the request of the ALDW GP Board, Mr. Stein reviewed the ALDW GP Conflicts Committee's process and its recommendation as to price. The members of the ALDW GP Board asked several questions regarding the process and recommendation of the ALDW GP Conflicts Committee and the proposed resolutions of the ALDW GP Board. Based on the recommendation of the ALDW GP Conflicts Committee, the ALDW GP Board then (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interest of ALDW and the ALDW Public Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger and (c) directed that the Merger Agreement be submitted to a vote of the ALDW Common Unitholders and authorized the ALDW Common Unitholders to act by written consent pursuant to Section 13.11 of the ALDW Partnership Agreement in respect of such vote. The ALDW GP Board also approved certain other resolutions relating to matters called for under the Merger Agreement. Such approval was made subject to the finalization of the definitive agreements.

              On November 7 and 8, 2017, ALDW GP finalized the financial results for the third quarter. In connection with that process, ALDW GP recalculated ALDW's available cash and determined that available cash was sufficient to pay a distribution of $0.43 per ALDW Common Unit. Such revised third quarter distribution was reflected in an update to the draft Merger Agreement.

              On November 8, 2017, the Delek Parties and the ALDW Parties executed the Merger Agreement and announced the transaction pursuant to a joint press release.

40


Table of Contents

Recommendation of the ALDW GP Conflicts Committee and the ALDW GP Board

              The ALDW Conflicts Committee consists of two independent directors: Sheldon Stein (Chairman) and Ella Ruth Gera. The ALDW GP Board authorized the ALDW GP Conflicts Committee to, among other things, review, evaluate and negotiate the proposed Merger on behalf of ALDW and the ALDW Public Unitholders for the purpose of providing, if appropriate, "Special Approval" pursuant to Section 7.9(a) of the ALDW Partnership Agreement and to evaluate the terms and conditions, and determine the advisability of, the Merger, and to make a recommendation to the ALDW GP Board whether to approve the Merger.

              The ALDW Conflicts Committee retained Gardere as its legal counsel, Potter Anderson as its special Delaware counsel and Houlihan Lockey as its financial advisor, each of which the ALDW GP Conflicts Committee believed would be able to provide objective advice regarding a potential transaction with Delek. The ALDW GP Conflicts Committee, with the assistance of its financial and legal advisors, reviewed and evaluated ALDW, Delek and the proposed Merger, considered withholding Special Approval and maintaining the status quo, and conducted extensive negotiations with representatives from ALDW and Delek with respect to the Merger Agreement and other related agreements.

              The ALDW GP Conflicts Committee considered the benefits of the Merger Agreement, the Merger and the related transactions as well as the associated risks and, by unanimous vote at a meeting held on November 6, 2017, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of ALDW and the ALDW Public Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (such approval constituting "Special Approval" as defined in the ALDW Partnership Agreement), and (iii) recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the ALDW GP Board.

              Taking into consideration such approval and recommendation, at a meeting duly called and held on November 6, 2017, the ALDW GP Board (i) deemed it advisable and in the best interests of ALDW and the ALDW Public Unitholders that ALDW enter into the Merger Agreement and consummate the Merger, (ii) approved the Merger Agreement and the transaction contemplated thereby, including the Merger, (iii) directed that the Merger Agreement be submitted to a vote of the ALDW Common Unitholders and (vi) authorized the ALDW Common Unitholders to act by written consent without a meeting in connection with consenting to the Merger Agreement and the transactions contemplated thereby, including the Merger.

Recommendation Factors

              Under the ALDW Partnership Agreement, whenever ALDW GP makes a determination or takes any other action in its capacity as the general partner of ALDW, ALDW GP must make such determination or take such other action in good faith and is not subject to any other or different standard under applicable law (other than the implied contractual covenant of good faith and fair dealing). In order for a determination or other action to not be deemed be in "good faith" for purposes of the ALDW Partnership Agreement, ALDW GP must believe that the determination or other action was adverse to the interests of ALDW. Nothing in this consent statement/prospectus or the actions or determinations of ALDW GP, the ALDW GP Board, or the ALDW GP Conflicts Committee described in this consent statement/prospectus should be read to mean that ALDW GP, the ALDW GP Board or the ALDW GP Conflicts Committee have assumed any obligations to ALDW or its limited partners (whether fiduciary, contractual, implied, or otherwise) other than those obligations that may exist pursuant to the ALDW Partnership Agreement. You are urged to read the full text of the ALDW Partnership Agreement, which is

41


Table of Contents

incorporated by reference into this consent statement/prospectus. See "Where You Can Find More Information."

              The ALDW GP Conflicts Committee viewed the following factors as generally positive or favorable in reaching its determinations and recommendation with respect to the Merger (the order of which does not necessarily reflect their relative significance):

The exchange ratio of 0.49 of a share of Delek Common Stock for each outstanding ALDW Public Unit represents an implied value of $13.56 based upon the closing price of shares of Delek Common Stock and ALDW Common Units on November 3, 2017, and represents an implied premium of approximately (a) 3.0% to the closing price of ALDW Common Units on November 3, 2017 and (b) 41.2% to the closing price of $9.60 on December 30, 2016 (the last trading day prior to the first time Delek publicly announced its intention on January 3, 2017 to acquire the ALDW Public Units).

The exchange ratio of 0.49 of a share of Delek Common Stock for each outstanding ALDW Public Unit represents an implied premium of approximately (a) 19.9% to the 10-trading day volume-weighted average ratio of ALDW Common Units to shares of Delek Common Stock for the period ended on December 30, 2016, (b) 18.7% to the 20-trading day volume-weighted average ratio of ALDW Common Units to shares of Delek Common Stock for the period ended on December 30, 2016 and (c) 14.9% to the 30-trading day volume-weighted average ratio of ALDW Common Units to shares of Delek Common Stock for the period ended on December 30, 2016.

The exchange ratio of 0.49 of a share of Delek Common Stock for each outstanding ALDW Public Unit represents an implied premium of approximately (a) 3.6% to the 10-trading day volume-weighted average ratio of ALDW Common Units to shares of Delek Common Stock for the period ended on November 3, 2017, (b) 5.7% to the 20-trading day volume-weighted average ratio of ALDW Common Units to shares of Delek Common Stock for the period ended on November 3, 2017 and (c) 6.8% to the 30-trading day volume-weighted average ratio of ALDW Common Units to shares of Delek Common Stock for the period ended on November 3, 2017.

The exchange ratio of 0.49 of a share of Delek Common Stock for each outstanding ALDW Public Unit is near the high end of the range of implied exchange ratios (Delek Common Stock for ALDW Public Unit) since December 30, 2016 of between 0.37 and 0.52 and the average exchange ratio of 0.43 for the period from December 30, 2016 through November 3, 2017.

The exchange ratio is fixed and, therefore, the implied value of the consideration payable to ALDW Public Unitholders will increase in the event that, prior to the closing of the Merger, the market price of Delek Common Stock increases.

The Merger is expected to provide ALDW Public Unitholders with equity ownership in an entity which, relative to ALDW, has (a) a more diversified portfolio of assets, (b) greater opportunities to enhance growth, profit margins and equity holders' returns and (c) a more flexible capital allocation program and lower cost of capital to invest in value-enhancing growth opportunities.

The Merger is also expected to provide ALDW Public Unitholders, through their ownership of Delek common stock, the ultimate control party of ALDW, the opportunity to participate more directly in the anticipated benefits and synergies of the recent Delek-ALJ Merger, including, but not limited to, $85 million to $105 million in announced annual run rate synergies projected to be achieved by 2018 relating to procurement efficiencies, resource-sharing, consolidation of corporate functions and cost of capital efficiencies.

42


Table of Contents

The Merger is expected to generate various synergies which, if they occur, will benefit ALDW Public Unitholders through their ownership of Delek common stock, including (a) an improved cost of capital, (b) the elimination of public company expenses of ALDW and (c) Delek's potential to unlock value in ALDW assets through the drop down of such assets to DKL.

The ALDW business involves certain key risks and uncertainties on a stand-alone basis, which may limit distributions or result in highly variable distributions to ALDW Common Unitholders. These risks include (a) ALDW being a single asset business tied to commodities prices and susceptible to business disruption and (b) ALDW having potentially material contingent obligations, including future payments in connection with (i) the Consent Decree resolving alleged violations at ALDW refinery assets of the Federal Clean Air Act and (ii) commitments in respect of Renewable Identification Numbers (RINs), tradeable credits used to demonstrate compliance with renewable fuel standard (RFS) requirements of the U.S. Environmental Protection Agency.

Delek management has recently indicated that it is unlikely to pursue drop down transactions with ALDW, further curtailing growth opportunities for ALDW.

The Merger will eliminate the potential for conflicts of interest between Delek, the ultimate control party of ALDW through the ALDW GP, and ALDW.

Delek's status as a corporation and its size following the Merger is expected to provide a number of benefits relative to ALDW's master limited partnership ("MLP") structure, including that (a) corporations attract a broader set of investors as compared to MLPs because certain types of institutional investors face prohibitions or limitations on investing in entities other than corporations, (b) Delek can pursue acquisition targets that may not have been available to ALDW because MLPs, in order to retain their tax status, may only own assets that generate sufficient qualifying income, (c) ALDW Public Unitholders would have enhanced voting and other rights as shareholders of a corporation as opposed to unitholders of an MLP controlled exclusively by a general partner and (d) the directors of a corporation, as compared to the general partner of an MLP, are generally subject to a higher standard of care in respect of the interests of its public shareholders than an MLP.

The average trading volume of shares of Delek Common Stock is approximately 7x greater than that of ALDW Common Units on a number of shares or units traded basis and approximately 16x greater on a dollar traded basis based on the 30 day trading period as of November 3, 2017, implying that ALDW Public Unitholders will have significantly greater liquidity via owning shares of Delek Common Stock.

Variable distribution MLPs such as ALDW have a limited universe of investors and are increasingly out of favor in the equity market, potentially further depressing valuations and liquidity (it is notable, the committee believes, CVR Refining, LP is the only other publicly traded refinery variable distribution MLP).

The ALDW GP Conflicts Committee selected and retained its own legal and financial advisors with substantial knowledge and experience with respect to public merger and acquisition transactions and MLPs and ALDW's industry generally.

The financial analyses reviewed by Houlihan Lokey with the ALDW GP Conflicts Committee as well as the oral opinion of Houlihan Lokey rendered to the ALDW GP Conflicts Committee on November 6, 2017 (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the ALDW GP Conflicts Committee dated November 6, 2017), as to,

43


Table of Contents

The terms and conditions of the Merger were determined through arms-length negotiations between the ALDW GP Conflicts Committee with the assistance of its legal and financial advisors, on the one hand, and Delek and its representatives and advisors, on the other hand.

In the ALDW GP Conflict Committee's judgment, the exchange ratio and the other terms and conditions set forth in the Merger Agreement, including the following, were the best terms to which Delek was willing to agree:

o
Limited Conditions to the Merger - the fact that Delek's obligation to close the Merger is subject to a limited number of conditions, including (a) mutual conditions such as (i) delivery of consent statement/prospectus to holders of ALDW Common Units at least 20 business days prior to the closing of the Merger and (ii) the continued effectiveness of the registration statement of which this consent statement/prospectus forms a part and (b) the "bringdown" of ALDW's representations and warranties, which are subject in nearly all cases to a "Material Adverse Effect" standard.

o
Definition of "Material Adverse Effect" - the fact that the definition of "Material Adverse Effect" contains a number of exceptions that may not be taken into account in determining whether there has been a "Material Adverse Effect" on ALDW (except in certain cases if the impact is materially disproportionate to the adverse impact on similarly situated parties), including changes in the market price or trading volume of the ALDW Common Units, changes, effects, states of fact, developments, events or occurrences affecting the prices of oil, gas, natural gas, natural gas liquids or other commodities (including occurrences affecting the spread in prices between unrefined and refined commodities), any legal proceedings commenced or threatened by or involving ALDW or any of its subsidiaries or any current or former equityholder thereof arising out of or related to the Merger Agreement or the transactions contemplated by the Merger Agreement or the failure of ALDW to meet any internal or external projections, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period.

o
Knowledge or Direction of ALDW Breaches by Delek Carved Out - the fact that (a) Delek and its affiliates have represented that Delek is not aware of any breach of representations or warranties by ALDW as of the execution of the Merger Agreement and that, if such representation by Delek as to its knowledge of breaches is inaccurate, Delek cannot assert the applicable breach by ALDW as a failure of a condition to Delek's obligations to consummate the Merger and (b) Delek cannot assert any breaches of covenants of the Merger Agreement by ALDW if the applicable actions or omissions were taken at the direction of or on behalf of Delek or its representatives.

o
Distributions - the fact that Delek committed to make distributions to ALDW Common Unitholders (a) in respect of the quarter ended September 30, 2017, in the amount of $0.38 (which amount was subsequently revised before execution of the Merger Agreement to $0.43) per ALDW Common Unit and (b) if the effective time of the Merger has not occurred prior to the record date (the timing of which will be consistent with ALDW's past practice) for distributions in respect of any quarter ending December 31, 2017 or thereafter, then for, any such quarter, in an amount (x) consistent with the ALDW GP Board's existing cash distribution policy and (y) calculated in a manner substantially

44


Table of Contents

The likelihood that Delek would complete the Merger in timely fashion, given, among other things, (a) the strength and stability of Delek's business, (b) the limited conditions to the closing of the Merger, (c) the absence of any required regulatory approvals and (d) the limited procedural and equityholder approval requirements for completion, including the fact that (i) the approval of ALDW Common Units held by AAI would be sufficient for approval of the transaction under the ALDW Partnership Agreement, (ii) AAI entered into the Support Agreement pursuant to which it irrevocably agreed to deliver a written consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger and (iii) the absence of any corresponding vote of Delek Stockholders on the transaction.

The ALDW GP Conflicts Committee's belief that there are limited viable alternative transactions for ALDW in lieu of a transaction with Delek, in light of the controlling position of Delek through the indirect ownership of ALDW GP and 81.6% of the ALDW Common Units, and Delek's stated unwillingness to sell its ownership of ALDW GP and its ALDW Common Units.

The ALDW GP Conflicts Committee believes a number of factors relating to procedural safeguards were positive with respect to the fairness of the Merger Consideration to the ALDW Public Unitholders, including:

o
The ALDW GP Conflicts Committee consists of two directors who are independent of Delek and its affiliates and satisfy the requirements to serve on the ALDW GP Conflicts Committee under the ALDW Partnership Agreement.

o
Other than (a) the committee fees for serving on the ALDW GP Conflicts Committee received by or payable to them of an aggregate of $78,000 (through November 8, 2017) and which are not contingent upon the consummation of the Merger and (b) customary D&O insurance coverage, none of the ALDW GP Conflicts Committee members has interests in the Merger different from, or in addition to, those of the ALDW Public Unitholders.

o
The ALDW GP Conflicts Committee affirmatively proposed and received an enlarged scope of authority from the ALDW GP Board, including the authority to review, evaluate and negotiate the terms and conditions of the Merger and determine whether the Merger

45


Table of Contents

              The ALDW GP Conflicts Committee viewed the following factors as generally negative in arriving at its determinations and recommendation with respect to the Merger (the order of which does not necessarily reflect their relative significance):

The Merger will be a taxable transaction to ALDW Public Unitholders generally for U.S. federal income tax purposes, but ALDW Public Unitholders will not receive any cash in the Merger that they can use to satisfy tax obligations resulting from the Merger.

Following the Merger, Delek's income of the resulting combined entity will be subject to double taxation (at the Delek company and stockholder levels) for U.S federal income tax purposes, while ALDW's income is currently subject to only one level of taxation (at the ALDW Common Unitholder level).

ALDW Public Unitholders will receive Delek Common Stock that is expected to pay a lower dividend as compared to the historical annualized and expected annualized distribution on the ALDW Common Units for the foreseeable future, and any such dividends will be determined by the Delek Board on an entirely discretionary basis.

Ownership of Delek Common Stock could expose ALDW Public Unitholders to certain incremental business risks that they do not have as owners of ALDW Common Units, including (a) the challenges and uncertainties associated with the integration into Delek of Alon Energy, (b) Delek's challenges in implementing a growth program at its Krotz Springs refinery and (c) persisting business challenges at Delek's El Dorado and Tyler refineries.

The exchange ratio is fixed and, therefore, the implied value of the consideration payable to ALDW Public Unitholders will decrease in the event that, prior to the closing of the Merger, the market price of Delek Common Stock decreases.

The risks that the potential benefits of the transaction, including synergies between Delek and ALDW and anticipated value enhancing growth opportunities that underpin the rationale for the transaction for ALDW Public Unitholders, may not be achieved.

ALDW Public Unitholders will be foregoing the potential benefits of having concentrated exposure to the performance of ALDW's refinery assets which benefit from recent market

46


Table of Contents

Certain provisions of the Merger Agreement, including:

o
No "Fiduciary Out" - The absence of any right for the ALDW GP Board to pursue or enter into any alternative transaction for ALDW that may arise or in the event that an intervening event were to reveal or result in a substantial increase in the value of ALDW.

o
Interim Business Restrictions on Delek - The limited pre-closing restrictions on Delek with regard to its business, despite ALDW Public Unitholders receiving shares of Delek Common Stock in the Merger, the value of which will reflect changes in such business.

The ALDW GP Conflicts Committee also considered certain procedural safeguards that it believes were and are not present, including the fact that:

o
No appraisal rights are available to ALDW Public Unitholders in connection with the Merger or the other transactions contemplated by the Merger Agreement.

o
Although the Merger requires the approval of majority of the ALDW Common Units, there is no condition that a majority of the ALDW Public Unitholders support the Merger through a vote (a so-called "majority of the minority" vote).

o
The ALDW GP Conflicts Committee was not authorized to, and did not, conduct an auction process or other solicitation of interest from third parties for a strategic transaction involving ALDW.

o
While no specific issues came to the attention of the ALDW GP Conflicts Committee with respect to information it was provided, the ALDW GP Conflicts Committee was aware that Delek, as the control party of ALDW GP, controlled the delivery and presentation of information the committee received for purposes of evaluating the Merger and the fairness of the Merger Consideration to the ALDW Public Unitholders.

o
The fact that the ALDW GP's executive officers and directors may have interests in the transaction that are different from, or in addition to, those of the ALDW Public Unitholders.

The risk of litigation in connection with the execution of the Merger Agreement and the consummation of the Merger that may result in significant costs and diversion of management focus.

The risk that the Merger may not be completed in a timely manner or that the Merger may not be consummated as a result of the failure to satisfy the conditions contained in the Merger Agreement.

              In view of the variety of factors and the quality and amount of information considered, the ALDW GP Conflicts Committee did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination but conducted an overall analysis of the Merger. The individual members of the ALDW GP Conflicts Committee may have given different weight to different factors.

47


Table of Contents

              The explanation of the reasoning of the ALDW GP Conflicts Committee and certain information above are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the sections entitled "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors."

              In reaching its conclusions regarding the Merger, the ALDW GP Board not only considered the process by which the ALDW GP Conflicts Committee made its recommendation but also considered the matters described above and considered by the ALDW GP Conflicts Committee. As in the case of the ALDW GP Conflicts Committee, in view of the variety of factors and the quality and amount of information considered, the ALDW GP Board as a whole did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination but conducted an overall review of the Merger. Individual members of the ALDW GP Board may have given different weight to different factors.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

              The approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the members of the ALDW GP Conflicts Committee constitutes "Special Approval" under the ALDW Partnership Agreement. Under Section 7.9(c) of the ALDW Partnership Agreement, whenever a potential conflict of interest exists, such as consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger, any resolution or course of action by ALDW GP or its affiliates in respect of such conflict of interest will be permitted and deemed approved by ALDW, all of the partners of ALDW, each person who acquires an interest in an ALDW Partnership Interest (as defined in the ALDW Partnership Agreement) and each other person who is bound by the ALDW Partnership Agreement, and shall not constitute a breach of the ALDW Partnership Agreement, of any agreement contemplated therein, or of any fiduciary or other duty existing at law, in equity or otherwise or obligation of any type whatsoever, if the resolution or course of action is approved by Special Approval, namely approval by a majority of the members of the ALDW GP Conflicts Committee.

              Under Section 7.10(b) of the ALDW Partnership Agreement, any action taken or omitted to be taken by ALDW GP in reliance upon the advice or opinion of an investment banker, among others, as to matters reasonably believed to be in such person's professional or expert competence shall be "conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion."

Opinion of the Financial Advisor to ALDW GP Conflicts Committee

              On November 6, 2017, Houlihan Lokey orally rendered its opinion to the ALDW GP Conflicts Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion addressed to the ALDW GP Conflicts Committee dated November 6, 2017), as to, as of November 6, 2017, the fairness, from a financial point of view, to the holders of ALDW Common Units, other than the Excluded Holders, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement.

              Houlihan Lokey's opinion was directed to the ALDW GP Conflicts Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of ALDW Common Units, other than the Excluded Holders, of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey's opinion in this consent statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Appendix B to this consent statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with

48


Table of Contents

the preparation of its opinion. However, neither Houlihan Lokey's opinion nor the summary of its opinion and the related analyses set forth in this consent statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the ALDW GP Conflicts Committee, the ALDW GP Board, ALDW GP, any security holder of ALDW or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

              In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

49


Table of Contents

              Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of ALDW and Delek advised Houlihan Lokey, and Houlihan Lokey assumed, that (a) the ALDW Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of ALDW, (b) the Delek Projections Including Potential Drop-Down Transactions were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Delek giving effect to the Potential Drop-Down Transactions, (c) the Delek Projections Excluding Potential Drop-Down Transactions were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Delek without giving effect to the Potential Drop-Down Transactions, and (d) the Terminal Period Assumptions were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to such financial and operating estimates and assumptions for the refineries of ALDW and Delek for the Terminal Period. Management of ALDW and Delek also advised Houlihan Lokey, and Houlihan Lokey assumed, that (a) the ALDW Projections and the Delek Projections reflected certain cost savings, operating efficiencies, and other synergies expected by such management to result from Delek's acquisition of Alon Energy, the closing of which was announced on June 30, 2017 and became effective July 1, 2017 (the "Prior Transaction Synergies"), and (b) the ALDW Projections and the Delek Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such managements as to the Prior Transaction Synergies, including, without limitation, the allocation of the Prior Transaction Synergies as between ALDW and Delek. For purposes of its analyses and opinion, at the ALDW GP Conflicts Committee's direction, Houlihan Lokey assumed that the Prior Transaction Synergies would be realized in the amounts and at the time periods indicated by the ALDW Projections and the Delek Projections. Houlihan Lokey expressed no view or opinion with respect to the ALDW Projections, the Delek Projections, the Terminal Period Assumptions, the Prior Transaction Synergies or the respective assumptions on which they were based. At the ALDW GP Conflicts Committee's direction, Houlihan Lokey used and relied upon the ALDW Projections, the Delek Projections Excluding Potential Drop-Down Transactions and the Terminal Period Assumptions for purposes of its analyses and opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of ALDW or Delek since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. With the ALDW GP Conflicts Committee's consent, Houlihan Lokey also relied upon and assumed that (a) the supply and off-take agreements with J. Aron & Company to which ALDW and Delek are parties would not be terminated and would be extended or renewed indefinitely on terms substantially identical to the current terms thereof, (b) Delek's AltAir/Paramount, Bakersfield and Long Beach California facilities (collectively, the "Idle Refineries") had, and whenever sold would have, a value that exceeds the amount of any contingent liabilities associated with such refineries, (c) Delek would be able to obtain the tax credits for which it had or intended to apply as provided to Houlihan Lokey by the management of ALDW and Delek, and (d) there would be no change in the laws or regulations applicable to the blending of renewable fuels or the purchase of renewable fuel identification numbers that would be material to its analyses or opinion.

50


Table of Contents

              Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of ALDW or Delek, or otherwise have an effect on the Merger, ALDW or Delek or any expected benefits of the Merger that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement identified above.

              Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of ALDW, Delek or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which ALDW or Delek was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which ALDW or Delek was or may have been a party or was or may have been subject, including, without limitations, any contingent liabilities that could be associated with the Idle Refineries.

              Houlihan Lokey was not requested to, and did not, initiate any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, businesses or operations of ALDW or any other party, or any alternatives to the Merger. Houlihan Lokey's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. In addition, as the ALDW GP Conflicts Committee was aware, future commodity prices and other factors associated with the oil and gas industry, including crack spreads, are subject to significant uncertainty and volatility and, if different than assumed, could have a material impact on Houlihan Lokey's analyses and opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion, including potential changes in U.S. trade, environmental and tax laws, regulations and government policies and the enforcement thereof as has been or may be proposed by parts of the federal government. Houlihan Lokey did not express any opinion as to what the value of Delek Common Stock actually would be when issued pursuant to the Merger or the price or range of prices at which ALDW Common Units or Delek Common Stock might be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the shares of Delek Common Stock to be issued in the Merger to the holders of ALDW Common Units would be listed on the New York Stock Exchange.

              Houlihan Lokey's opinion was furnished for the use of the ALDW GP Conflicts Committee (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey's prior written consent. Under the terms of Houlihan Lokey's

51


Table of Contents

engagement by the ALDW GP Conflicts Committee, ALDW agreed that Houlihan Lokey was acting as an independent contractor and that Houlihan Lokey was not acting as an agent or fiduciary of the ALDW GP Conflicts Committee, ALDW, ALDW GP, the security holders or creditors of ALDW or any other person or entity in connection with its engagement. Houlihan Lokey's opinion was not intended to be, and did not constitute, a recommendation to the ALDW GP Conflicts Committee, the ALDW GP Board, ALDW GP, any security holder of ALDW or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

              Houlihan Lokey's opinion only addressed the fairness, from a financial point of view, to the holders of ALDW Common Units other than the Excluded Holders of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any agreement, arrangement or understanding entered into in connection therewith or otherwise. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the ALDW GP Conflicts Committee, the ALDW GP Board, ALDW GP, ALDW, Delek, their respective security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Exchange Ratio to the extent expressly specified in its opinion), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of ALDW, Delek or any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that may be available to ALDW, Delek or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of ALDW's, Delek's or any other party's security holders or other constituents vis-à-vis any other class or group of ALDW's, Delek's or such other party's security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not ALDW, Delek, their respective security holders or any other party was receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of ALDW, Delek or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Exchange Ratio or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the ALDW GP Conflicts Committee, on the assessments by the ALDW GP Conflicts Committee, the ALDW GP Board, ALDW GP, ALDW, Delek and their respective advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to ALDW, Delek and the Merger or otherwise.

              In preparing its opinion to the ALDW GP Conflicts Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey's analyses is not a complete description of the analyses underlying Houlihan Lokey's opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey's opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis,

52


Table of Contents

methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey's overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey's analyses and opinion.

              In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company or business used in Houlihan Lokey's analyses for comparative purposes is identical to ALDW or Delek and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the ALDW Projections and the Delek Projections and the implied reference range values indicated by Houlihan Lokey's analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of ALDW and Delek. Much of the information used in, and accordingly the results of, Houlihan Lokey's analyses are inherently subject to substantial uncertainty.

              Houlihan Lokey's opinion was only one of many factors considered by the ALDW GP Conflicts Committee in evaluating the Merger. Neither Houlihan Lokey's opinion nor its analyses were determinative of the Exchange Ratio or of the views of the ALDW GP Conflicts Committee with respect to the Merger or the Exchange Ratio. The type and amount of consideration payable pursuant to the Merger Agreement were determined through negotiation between the ALDW GP Conflicts Committee and Delek, and the decision to enter into the Merger Agreement was solely that of the ALDW GP Conflicts Committee and the ALDW GP Board.

Financial Analyses

              The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the ALDW GP Conflicts Committee on November 6, 2017. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey's analyses.

              For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

53


Table of Contents

              Unless the context indicates otherwise, enterprise values used in the selected companies analysis described below were calculated using the closing price of the common stock or units of the selected companies listed below as of November 3, 2017, the estimates of future financial performance of ALDW and Delek relied upon for the financial analyses described below were based on the ALDW Projections and the Delek Projections Excluding Potential Drop-Down Transactions, and the estimates of the future financial performance of the selected companies listed below were based on publicly available consensus research analyst estimates for those companies.

              Selected Companies Analysis.   Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant. The financial data reviewed included:

Enterprise value as a multiple of estimated adjusted EBITDA for ALDW and Delek's next fiscal year, or "NFY (2017E) Adjusted EBITDA";

Enterprise value as a multiple of estimated adjusted EBITDA for the year following ALDW and Delek's next fiscal year, or "NFY + 1 (2018E) Adjusted EBITDA"; and

Enterprise value as a multiple of estimated adjusted EBITDA for ALDW and Delek's next fiscal year following NFY + 1, or "NFY + 2 (2019E) Adjusted EBITDA."

              The selected companies for ALDW and corresponding multiples were:

    Enterprise Value to Adjusted EBITDA
 

  NFY (2017E)     NFY + 1 (2018E)     NFY + 2 (2019E)    

Refining MLPs

                   

CVR Refining, LP

    5.2x     5.3x     5.4x  

C-Corp Refiners

   
 
   
 
   
 
 

Andeavor

    9.1x     7.3x     6.9x  

Holly Frontier Corporation

    8.4x     7.3x     6.8x  

Marathon Petroleum Corporation

    8.4x     7.7x     7.8x  

Par Pacific Holdings, Inc. 

    9.0x     7.8x     5.1x  

PBF Energy Inc. 

    7.6x     5.8x     5.7x  

Phillips 66

    10.6x     8.9x     8.1x  

Valero Energy Corporation

    7.2x     6.3x     6.3x  

              ALDW.    Taking into account the results of the selected companies analysis for ALDW, Houlihan Lokey applied multiple ranges of 4.00x to 5.00x to ALDW's NFY (2017E) Adjusted EBITDA, 4.00x to 5.00x to ALDW's NFY + 1 (2018E) Adjusted EBITDA and 4.50x to 5.50x to ALDW's NFY + 2 (2019E) Adjusted EBITDA. The selected companies analysis indicated implied value reference ranges per ALDW Common Unit of $12.64 to $16.07 based on the NFY (2017E) Adjusted EBITDA multiple, $12.38 to $15.76 based on the NFY + 1 (2018E) Adjusted EBITDA multiple and $11.32 to $14.08 based on the NFY + 2 (2019E) Adjusted EBITDA multiple.

54


Table of Contents

              The selected companies for Delek and corresponding multiples were:

    Enterprise Value to Adjusted EBITDA
 

  NFY
(2017E)
 
  NFY + 1
(2018E)
 
  NFY + 2
(2019E)
 
 

Refining Companies

                   

Andeavor

    9.1x     7.3x     6.9x  

CVR Refining, LP

    5.2x     5.3x     5.4x  

HollyFrontier Corporation

    8.4x     7.3x     6.8x  

Marathon Petroleum Corporation

    8.4x     7.7x     7.8x  

Par Pacific Holdings, Inc. 

    9.0x     7.8x     5.1x  

PBF Energy Inc. 

    7.6x     5.8x     5.7x  

Phillips 66

    10.6x     8.9x     8.1x  

Valero Energy Corporation

    7.2x     6.3x     6.3x  

Logistics MLPs

   
 
   
 
   
 
 

Andeavor Logistics LP [1]

    11.5x     8.4x     7.7x  

Blueknight Energy Partners, L.P. 

    10.7x     9.8x     9.2x  

Holly Energy Partners, L.P. [1]

    11.6x     10.2x     10.0x  

NuStar Energy L.P. 

    11.4x     9.9x     8.8x  

PBF Logistics LP

    10.0x     8.2x     6.4x  

Transmontaigne Partners L.P. 

    9.5x     9.2x     8.4x  

Valero Energy Partners LP

    11.3x     8.4x     6.5x  

Retail & Marketing Companies

   
 
   
 
   
 
 

Alimentation Couche-Tard Inc. 

    14.5x     12.9x     11.6x  

Casey's General Stores, Inc. 

    10.1x     9.3x     8.6x  

Murphy USA Inc. 

    8.3x     7.7x     7.2x  

[1]  Does not reflect the issuance of units in connection with the recently announced IDR buy-in transactions.

              Delek. Taking into account the results of the selected companies analysis for Delek, Houlihan Lokey applied multiple ranges of 7.00x to 8.00x to Delek's NFY (2017E) Adjusted EBITDA, 6.00x to 7.00x to Delek's NFY + 1 (2018E) Adjusted EBITDA and 5.75x to 6.75x to Delek's NFY + 2 (2019E) Adjusted EBITDA. The selected companies analysis indicated implied value reference ranges per share of Delek Common Stock of $32.31 to $36.71 based on the NFY (2017E) Adjusted EBITDA multiple, $28.59 to $33.86 based on the NFY + 1 (2018E) Adjusted EBITDA multiple and $27.25 to $32.52 based on the NFY + 2 (2019E) Adjusted EBITDA multiple.

              The selected companies analysis indicated an implied exchange ratio reference range of 0.34x to 0.50x of a share of Delek Common Stock for each ALDW Common Unit based on the NFY (2017E) Adjusted EBITDA multiple, 0.37x to 0.55x of a share of Delek Common Stock for each ALDW Common Unit based on the NFY + 1 (2018E) Adjusted EBITDA multiple and 0.35x to 0.52x of a share of Delek Common Stock for each ALDW Common Unit based on the NFY + 2 (2019E) Adjusted EBITDA multiple, as compared to the Exchange Ratio in the Merger of 0.49x of a share of Delek Common Stock for each ALDW Common Unit.

              ALDW. Houlihan Lokey performed a discounted cash flow analysis of ALDW based on the ALDW Projections and Terminal Period Assumptions. Houlihan Lokey applied perpetual growth rates

55


Table of Contents

ranging from –1.0% to 1.0%, discount rates ranging from 9.25% to 10.25% and a tax rate of 35.0%. The discounted cash flow analysis indicated an implied value reference range per ALDW Common Unit of $15.57 to $20.74.

              Delek. Houlihan Lokey performed a discounted cash flow analysis of Delek based on the Delek Projections Excluding Potential Drop-Down Transactions and Terminal Period Assumptions. Houlihan Lokey applied perpetual growth rates ranging from 0.0% to 2.0%, discount rates ranging from 8.50% to 9.50% and a tax rate of 35.0%. The discounted cash flow analysis indicated an implied value reference range per share of Delek Common Stock of $29.53 to $40.88.

              The discounted cash flow analysis indicated an implied exchange ratio reference range of 0.38x to 0.70x of a share of Delek Common Stock for each ALDW Common Unit, as compared to the Exchange Ratio in the Merger of 0.49x of a share of Delek Common Stock for each ALDW Common Unit.

Other Matters

              Houlihan Lokey was engaged by the ALDW GP Conflicts Committee to act as its financial advisor in connection with the Merger. The ALDW GP Conflicts Committee engaged Houlihan Lokey based on Houlihan Lokey's experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to Houlihan Lokey's engagement by the ALDW GP Conflicts Committee, Houlihan Lokey is entitled to a transaction fee of $2,900,000, a substantial portion of which is contingent upon the consummation of the Merger. Houlihan Lokey also became entitled to a fee of $1,000,000 upon its notification to the ALDW GP Conflicts Committee that it was prepared to render its opinion to the ALDW GP Conflicts Committee which is fully creditable against the transaction fee. ALDW has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey and certain related parties for certain potential liabilities and arising out of Houlihan Lokey's engagement.

              In the ordinary course of business, certain of Houlihan Lokey's employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, ALDW, Delek, or any other party that may be involved in the Merger and their respective affiliates or any currency or commodity that may be involved in the Merger.

              Houlihan Lokey in the past provided financial advisory services to a conflicts committee of the ALDW GP Board in connection with ALDW's proposed acquisition of a refinery from Alon Energy in 2014, for which Houlihan Lokey received fees of approximately $225,000. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and other financial services to ALDW, Delek, other participants in the Merger or certain of their respective affiliates in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, ALDW, Delek, other participants in the Merger or certain of their respective affiliates, for which advice and services Houlihan Lokey and such affiliates have received and may receive compensation.

56


Table of Contents

Unaudited Projected Financial Information

              Management of ALDW and Delek prepared (a) unaudited forecasted financial information for the full fiscal years 2017 through 2022 for ALDW on a standalone basis, (b) unaudited forecasted financial information for the full fiscal years 2017 through 2022 for Delek on a standalone basis giving effect to potential contributions of assets by Delek or certain of its subsidiaries to DKL in exchange for cash and limited partnership interests in DKL, and (c) unaudited forecasted financial information for the full fiscal years 2017 through 2022 for Delek on a stand-alone basis that do not give effect to potential contributions of assets by Delek or certain of its subsidiaries to DKL. The ALDW forecasted financial information reflects the projected impact of conforming of certain accounting policies to those used by Delek, but it does not include the impact of any fair value adjustments resulting from the application of the acquisition method of accounting related to the Delek-ALJ Merger. The unaudited forecasted financial information also does not give effect to the Merger.

              Neither Delek nor ALDW, as a matter of course, makes public long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, the unaudited forecasted financial information set forth below was made available to the ALDW GP Conflicts Committee and the Board of Directors of Delek in connection with their evaluation of the Merger. Such unaudited forecasted financial information also was provided to Houlihan Lokey who were authorized to use and rely upon such forecasts for purposes of providing financial advice to the ALDW GP Conflicts Committee. The inclusion of this information should not be regarded as an indication that any of Delek, ALDW, the ALDW GP Conflicts Committee, Houlihan Lokey or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. Readers of this document are cautioned not to place undue weight on the unaudited forecasted financial information.

              The unaudited forecasted financial information was, in general, prepared solely for internal use and is subjective in many respects. As a result, there can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited forecasted financial information covers multiple years, such information by its nature becomes less predictive with each successive year. The estimates and assumptions underlying the unaudited forecasted financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions which may not be realized and that are inherently subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Delek and/or ALDW and will be beyond the control of the combined company. ALDW Common Unitholders are urged to review the SEC filings of ALDW for a description of risk factors with respect to the business of ALDW and the SEC filings of Delek for a description of risk factors with respect to the business of Delek. See "Cautionary Statement Regarding Forward-Looking Information" and "Where You Can Find More Information." ALDW Common Unitholders are also urged to review the section of this consent statement/prospectus entitled "Risk Factors." The unaudited forecasted financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles in the United States ("GAAP") (including because certain metrics are non-GAAP measures) but, in the view of Delek and ALDW GP, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management's knowledge and belief, the expected course of action and the expected future financial performance of Delek and ALDW, as applicable. However, this information is not fact and is not necessarily predictive of actual future results, and readers of this consent statement/prospectus are cautioned not to place undue weight on the unaudited forecasted financial information. Neither the independent registered public accounting firm of Delek or ALDW nor any other

57


Table of Contents

independent accountants, have compiled, examined, or performed any procedures with respect to the unaudited forecasted financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and the independent accounting firms of Delek or ALDW assume no responsibility for, and disclaim any association with, the unaudited forecasted financial information. The report of the independent registered public accounting firm of ALDW contained in ALDW's Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this document, relates to the historical financial information of ALDW. The report of the independent registered public accounting firm of Delek contained in Old Delek's Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this document, relates to the historical financial information of Delek. It does not extend to the unaudited forecasted financial information and should not be read to do so. Furthermore, the unaudited forecasted financial information does not take into account any circumstances or events occurring after the date they were prepared.

              DELEK AND ALDW DO NOT INTEND TO UPDATE OR OTHERWISE REVISE THE UNAUDITED FORECASTED FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY LAW.

Unaudited Forecasted Financial Information

 
  Year Ended December 31,
 
 
  2017E
  2018E
  2019E
  2020E
  2021E
  2022E
 
 
  (in millions, except per unit amounts)
 

Statements of Income Data (1),(2),(3)

                                     

Big Spring gross refining profit

  $ 335   $ 336   $ 295   $ 424   $ 424   $ 412  

Big Spring refining operating expenses

    (99)     (92)     (90)     (93)     (92)     (93)  

Total refining contribution margin

  $ 235   $ 243   $ 205   $ 332   $ 332   $ 320  

SG&A and corporate

    (31)     (32)     (32)     (32)     (32)     (32)  

Total EBITDA

  $ 204   $ 211   $ 173   $ 299   $ 300   $ 287  

Depreciation and amortization

    (58)     (62)     (66)     (69)     (70)     (72)  

Operating income

  $ 146   $ 149   $ 107   $ 231   $ 229   $ 216  

Interest expense

    (34)     (33)     (34)     (33)     (33)     (33)  

Income before taxes

  $ 112   $ 116   $ 73   $ 197   $ 196   $ 183  

Provision for income taxes

    (1)     (1)     (1)     (2)     (2)     (2)  

Net income

  $ 111   $ 114   $ 73   $ 195   $ 194   $ 181  

Average ALDW Common Units outstanding

   
62.5
   
62.5
   
62.5
   
62.5
   
62.5
   
62.5
 

Average ALDW Public Units outstanding

    11.5     11.5     11.5     11.5     11.5     11.5  

Earnings per ALDW Common Unit

 
$

1.77
 
$

1.83
 
$

1.16
 
$

3.13
 
$

3.11
 
$

2.89
 

Statements of Cash Flow Data

   
 
   
 
   
 
   
 
   
 
   
 
 

Cash available for distribution (4)

  $ 85   $ 68   $ 65   $ 217   $ 216   $ 213  

(1)  The ALDW forecasted financial information reflects projected impact of conforming of certain accounting policies to those used by Delek, but it does not include the impact of any fair value adjustments resulting from the application of the acquisition method of accounting related to the Delek-ALJ Merger.

58


Table of Contents

(2)  2017 figures do not reflect pro forma impact of Delek-ALJ Merger, which became effective July 1, 2017 and is projected to result in annual run-rate synergies of $14.7 million allocated specifically to ALDW.

(3)  Figures reflect planned turnaround in 2019 for Big Spring.

(4)  Unlevered free cash flows incorporate certain adjustments (relative to the cash available for distribution figures shown above) related to interest and principal repayments on debt, reserves for future capital expenditures, taxes and changes in net working capital, among other items.

              The ALDW unaudited forecasted financial information is based on various assumptions, including the following principal assumptions:

 
  Year Ended December 31,
 
 
  2017E
  2018E
  2019E
  2020E
  2021E
  2022E
 

Benchmarks (per barrel)

                                     

West Texas Intermediate ("WTI") (Cushing)

  $ 49.81   $ 49.92   $ 60.48   $ 74.95   $ 80.36   $ 86.50  

Differentials (per barrel)

                                     

Midland – WTI (Cushing)

  $ (0.760 ) $ (1.040 ) $ (0.850 ) $ (0.850 ) $ (0.850 ) $ (0.850 )

West Texas Sweet ("WTS") – WTI (Cushing)

  $ (1.17 ) $ (1.250 ) $ (1.050 ) $ (1.050 ) $ (1.050 ) $ (1.050 )

Crack Spreads (per barrel)

                                     

Ultra-low-sulfur diesel ("ULSD") 5-3-2

  $ 13.75   $ 13.85   $ 13.80   $ 18.17   $ 18.22   $ 17.43  

High-sulfur diesel ("HSD") 5-3-2

  $ 11.75   $ 12.06   $ 9.94   $ 14.73   $ 14.73   $ 13.13  

Refining Margins (per barrel)

                                     

Big Spring

  $ 11.83   $ 11.44   $ 10.81   $ 14.34   $ 14.57   $ 13.96  

Refining Utilization

                                     

Big Spring

    99%     99 %   92 %   100 %   99 %   100 %

Total Crude (barrels per day)

                                     

Big Spring

    72,676     72,118     67,000     73,000     72,000     73,000  

              The estimates and assumptions underlying the ALDW unaudited forecasted financial information are inherently uncertain and, though considered reasonable by management of ALDW and Delek as of the date of the preparation of such unaudited forecasted financial information, are subject to a variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the unaudited forecasted financial information, including, among other things, the matters described in "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors." Accordingly, there can be no assurance that the forecasted results are necessarily predictive of the actual future performance of ALDW, or that actual results will not differ materially from those presented in the ALDW unaudited forecasted financial information. Inclusion of the ALDW unaudited forecasted financial information in this consent statement/prospectus should not be regarded as a representation by any person that the results contained in the ALDW unaudited forecasted financial information will be achieved.

              The ALDW unaudited forecasted financial information is not included in this consent statement/prospectus in order to induce any ALDW Common Unitholder to consent to the Merger.

59


Table of Contents

 
  Year Ended December 31,
 
 
  2017E
  2018E
  2019E
  2020E
  2021E
  2022E
 
 
  (in millions, except per share amounts)
 

Statements of Income Data (2)

                                     

Gross refining profit

  $ 642   $ 862   $ 804   $ 1,231   $ 1,227   $ 1,176  

Refining operating expenses

    (301)     (394)     (395)     (394)     (395)     (397)  

Total refining contribution margin (3)

  $ 342   $ 468   $ 409   $ 836   $ 832   $ 780  

DKL contribution margin

    124     145     180     181     182     182  

Retail contribution margin

    25     50     56     62     69     75  

Renewables contribution margin

    23     26     26     7     7     7  

Other segment contribution margin

    30     18     21     (11)     (11)     (11)  

SG&A and corporate

    (156)     (135)     (127)     (130)     (131)     (136)  

Total EBITDA (4)

  $ 387   $ 572   $ 565   $ 945   $ 946   $ 897  

Depreciation and amortization

    (165)     (221)     (232)     (242)     (250)     (257)  

Operating income

  $ 222   $ 351   $ 333   $ 703   $ 696   $ 640  

Interest expense

    (85)     (113)     (114)     (111)     (107)     (103)  

Income from joint ventures (5)

    95     24     25     25     25     25  

Income before taxes

  $ 232   $ 262   $ 244   $ 617   $ 614   $ 562  

Provision for income taxes

    (64)     (76)     (68)     (193)     (192)     (175)  

Minority interest - DKL

    (22)     (25)     (36)     (31)     (29)     (29)  

Minority interest - ALDW

    (13)     (21)     (13)     (36)     (36)     (33)  

Net income

  $ 134   $ 140   $ 126   $ 358   $ 357   $ 325  

Average shares outstanding

   
71.8
   
81.4
   
78.6
   
72.9
   
67.2
   
61.4
 

Earnings per share

 
$

1.86
 
$

1.72
 
$

1.61
 
$

4.91
 
$

5.32
 
$

5.29
 

Statement of Cash Flow Data

   
 
   
 
   
 
   
 
   
 
   
 
 

Cash flow per share

  $ 2.54   $ 3.62   $ 5.73   $ 9.51   $ 10.03   $ 10.20  

Adjusted cash flow per share (6)

  $ 2.06   $ 3.13   $ 5.08   $ 8.39   $ 8.80   $ 8.86  

(1)  The Board of Delek intends to pursue drop-down transactions to the extent perceived to be value enhancing (and income/cash flow accretive in the long term) to Delek stockholders.

(2)  2017 figures not stated on a pro forma basis to reflect impact of Delek-ALJ Merger, which became effective July 1, 2017 and is projected to result in annual run-rate operating synergies of approximately $85 million and cost of capital synergies of approximately $20 million.

(3)  El Dorado expected to have a turnaround in 2018, Big Spring expected to have a turnaround in 2019 and Krotz Springs expected to have a turnaround in 2020.

(4)  Figures reflect $54.9 million of annual Blenders Tax Credits in each of 2017, 2018 and 2019 and assume continued operations of certain non-core assets that are collectively at below break-even EBITDA on an annual basis. Figures differ from Adjusted EBITDA due to (i) inclusion of Blenders Tax Credits, (ii) exclusion of income from joint ventures, and (iii) inclusion of earnings attributable to minority interests in ALDW and DKL.

(5)  Income from joint ventures represents pro rata earnings attributable to DKL from Caddo Pipeline and Rio Pipeline joint ventures and pro rata earning attributable to Delek from Nevada asphalt terminal and Texas asphalt terminal joint ventures.

60


Table of Contents

(6)  Excludes projected distributions by ALDW to the outstanding ALDW Public Unitholders and projected distributions to all common units of DKL that are not held by Delek, its subsidiaries or ALDW (the "DKL Public Unitholders"), in each case as reflected in the table below.

 

 
  Year Ended December 31,
 
 
  2017E
  2018E
  2019E
  2020E
  2021E
  2022E
 
 
  (in millions)
 

Distributions to ALDW Public Unitholders

  $ 9   $ 13   $ 12   $ 40   $ 40   $ 39  

Distributions to DKL Public Unitholders

  $ 25   $ 27   $ 39   $ 41   $ 43   $ 43  

              The Delek unaudited forecasted financial information is based on various assumptions, including the following principal assumptions:

 
  Year Ended December 31,
 
 
  2017E
  2018E
  2019E
  2020E
  2021E
  2022E
 

Benchmarks (per barrel)

                                     

WTI (Cushing)

  $ 49.81   $ 49.92   $ 60.48   $ 74.95   $ 80.36   $ 86.50  

Differentials (per barrel)

                                     

Midland – WTI (Cushing)

  $ (0.760 ) $ (1.040 ) $ (0.850 ) $ (0.850 ) $ (0.850 ) $ (0.850 )

WTS – WTI (Cushing)

  $ (1.170 ) $ (1.250 ) $ (1.050 ) $ (1.050 ) $ (1.050 ) $ (1.050 )

LLS – WTI (Cushing)

  $ 1.98   $ 1.84   $ 1.90   $ 1.90   $ 1.90   $ 1.90  

Crack Spreads (per barrel)

                                     

ULSD 5-3-2

  $ 13.75   $ 13.85   $ 13.80   $ 18.17   $ 18.22   $ 17.43  

HSD 5-3-2

  $ 11.75   $ 12.06   $ 9.94   $ 14.73   $ 14.73   $ 13.13  

Refining Margins (per barrel)

                                     

Big Spring (1)

  $ 12.22   $ 11.44   $ 10.81   $ 14.34   $ 14.57   $ 13.96  

Tyler

  $ 6.97   $ 7.95   $ 7.55   $ 11.16   $ 11.01   $ 10.39  

El Dorado

  $ 6.48   $ 5.60   $ 5.50   $ 9.15   $ 9.07   $ 8.21  

Krotz Springs (1)

  $ 5.64   $ 5.48   $ 4.89   $ 8.54   $ 8.95   $ 8.37  

Refining Utilization

                                     

Big Spring (1)

    100 %   99 %   92 %   100 %   99 %   100 %

Tyler

    92 %   97 %   97 %   97 %   89 %   97 %

El Dorado

    93 %   86 %   93 %   93 %   93 %   93 %

Krotz Springs (1)

    95 %   97 %   97 %   90 %   97 %   96 %

Retail (1)

                                     

Sites

    302     305     310     315     320     325  

Fuel volume (per thousand gallons)

    352     715     722     729     737     744  

Fuel margin (per gallon)

  $ 0.20   $ 0.20   $ 0.20   $ 0.20   $ 0.20   $ 0.20  

Asphalt (1)

                                     

Total tons sold (millions of tons)

    260     490     490     490     490     490  

Gross margin (per ton)

  $ 115.50   $ 104.09   $ 104.09   $ 104.09   $ 104.09   $ 104.09  

Total Crude (barrels per day)

                                     

Big Spring (1)

    73,000     72,118     67,000     73,000     72,000     73,000  

Tyler

    68,852     72,504     72,504     72,500     66,668     72,504  

El Dorado

    74,141     68,419     74,501     74,500     74,501     74,501  

Krotz Springs (1)

    70,413     72,007     72,007     66,303     72,007     70,674  

(1)  Figures for 2017 are based on assumptions for second half of 2017 (post Delek-ALJ Merger).

61


Table of Contents

 
  Year Ended December 31,
 
 
  2017E
  2018E
  2019E
  2020E
  2021E
  2022E
 
 
  (in millions, except per share amounts)
 

Statements of Income Data (1)

                                     

Gross refining profit

  $ 642   $ 874   $ 849   $ 1,275   $ 1,271   $ 1,221  

Refining operating expenses

    (301)     (394)     (395)     (394)     (395)     (397)  

Total refining contribution margin (2)

  $ 342   $ 480   $ 453   $ 881   $ 876   $ 824  

DKL contribution margin

    121     121     123     124     125     125  

Retail contribution margin

    25     50     56     62     69     75  

Renewables contribution margin

    23     26     26     7     7     7  

Other segment contribution margin

    33     30     33     1     1     1  

SG&A and corporate

    (156)     (135)     (127)     (130)     (131)     (136)  

Total EBITDA (3)

  $ 387   $ 572   $ 565   $ 945   $ 946   $ 897  

Depreciation and amortization

    (165)     (221)     (232)     (242)     (250)     (257)  

Operating income

  $ 222   $ 351   $ 333   $ 703   $ 696   $ 640  

Interest expense

    (84)     (110)     (108)     (104)     (100)     (96)  

Income from joint ventures (4)

    95     24     25     25     25     25  

Income before taxes

  $ 233   $ 266   $ 250   $ 624   $ 621   $ 569  

Provision for income taxes

    (64)     (78)     (75)     (198)     (197)     (180)  

Minority interest - DKL

    (22)     (22)     (22)     (22)     (22)     (22)  

Minority interest - ALDW

    (13)     (21)     (13)     (36)     (36)     (33)  

Net income

  $ 134   $ 144   $ 139   $ 368   $ 366   $ 334  

Average shares outstanding

   
71.8
   
81.4
   
78.6
   
72.9
   
67.2
   
61.4
 

Earnings per share

 
$

1.86
 
$

1.77
 
$

1.77
 
$

5.05
 
$

5.45
 
$

5.43
 

Statement of Cash Flow Data

   
 
   
 
   
 
   
 
   
 
   
 
 

Cash flow per share

  $ 2.55   $ 3.63   $ 5.72   $ 9.53   $ 10.06   $ 10.24  

Adjusted cash flow per share (5)

  $ 2.06   $ 3.15   $ 5.21   $ 8.58   $ 9.05   $ 9.13  

(1)  2017 figures not stated on a pro forma basis to reflect impact of Delek-ALJ Merger, which became effective July 1, 2017 and is projected to result in annual run-rate operating synergies of approximately $85 million and cost of capital synergies of approximately $20 million.

(2)  El Dorado expected to have a turnaround in 2018, Big Spring expected to have a turnaround in 2019 and Krotz Springs expected to have a turnaround in 2020.

(3)  Figures reflect $54.9 million of annual Blenders Tax Credits in each of 2017, 2018 and 2019 and assume continued operations of certain non-core assets that are collectively at below break-even EBITDA on an annual basis. Figures differ from Adjusted EBITDA due to (i) inclusion of Blenders Tax Credits, (ii) exclusion of income from joint ventures, and (iii) inclusion of earnings attributable to minority interests in ALDW and DKL.

(4)  Income from joint ventures represents pro rata earnings attributable to DKL from Caddo Pipeline and Rio Pipeline joint ventures and pro rata earning attributable to Delek from Nevada asphalt terminal and Texas asphalt terminal joint ventures.

62


Table of Contents

(5)  Excludes projected distributions by ALDW to the outstanding ALDW Public Unitholders and projected distributions to all common units of DKL that are not held by Delek, its subsidiaries or ALDW (the "DKL Public Unitholders"), in each case as reflected in the table below.


 
  Year Ended December 31,
 
 
  2017E
  2018E
  2019E
  2020E
  2021E
  2022E
 
 
  (in millions)
 

Distributions to ALDW Public Unitholders

  $ 9   $ 13   $ 12   $ 40   $ 40   $ 39  

Distributions to DKL Public Unitholders

  $ 26   $ 27   $ 28   $ 28   $ 29   $ 29  

              The Delek unaudited forecasted financial information is based on various assumptions, including the following principal assumptions:

 
  Year Ended December 31,
 

    2017E     2018E     2019E     2020E     2021E     2022E  

Benchmarks (per barrel)

                                     

WTI (Cushing)

  $ 49.81   $ 49.92   $ 60.48   $ 74.95   $ 80.36   $ 86.50  

Differentials (per barrel)

                                     

Midland – WTI (Cushing)

  $ (0.760 ) $ (1.040 ) $ (0.850 ) $ (0.850 ) $ (0.850 ) $ (0.850 )

WTS – WTI (Cushing)

  $ (1.170 ) $ (1.250 ) $ (1.050 ) $ (1.050 ) $ (1.050 ) $ (1.050 )

LLS – WTI (Cushing)

  $ 1.98   $ 1.84   $ 1.90   $ 1.90   $ 1.90   $ 1.90  

Crack Spreads (per barrel)

                                     

ULSD 5-3-2

  $ 13.75   $ 13.85   $ 13.80   $ 18.17   $ 18.22   $ 17.43  

HSD 5-3-2

  $ 11.75   $ 12.06   $ 9.94   $ 14.73   $ 14.73   $ 13.13  

Refining Margins (per barrel)

                                     

Big Spring (1)

  $ 12.22   $ 11.44   $ 10.81   $ 14.34   $ 14.57   $ 13.96  

Tyler

  $ 6.97   $ 7.95   $ 7.55   $ 11.16   $ 11.01   $ 10.39  

El Dorado

  $ 6.48   $ 5.60   $ 5.50   $ 9.15   $ 9.07   $ 8.21  

Krotz Springs (1)

  $ 5.64   $ 5.48   $ 4.89   $ 8.54   $ 8.95   $ 8.37  

Refining Utilization

                                     

Big Spring (1)

    100 %   99 %   92 %   100 %   99 %   100 %

Tyler

    92 %   97 %   97 %   97 %   89 %   97 %

El Dorado

    93 %   86 %   93 %   93 %   93 %   93 %

Krotz Springs (1)

    95 %   97 %   97 %   90 %   97 %   96 %

Retail (1)

                                     

Sites

    302     305     310     315     320     325  

Fuel volume (per thousand gallons)

    352     715     722     729     737     744  

Fuel margin (per gallon)

  $ 0.20   $ 0.20   $ 0.20   $ 0.20   $ 0.20   $ 0.20  

Asphalt (1)

                                     

Total tons sold (millions of tons)

    260     490     490     490     490     490  

Gross margin (per ton)

  $ 115.50   $ 104.09   $ 104.09   $ 104.09   $ 104.09   $ 104.09  

Total Crude (barrels per day)

                                     

Big Spring (1)

    73,000     72,118     67,000     73,000     72,000     73,000  

Tyler

    68,852     72,504     72,504     72,500     66,668     72,504  

El Dorado

    74,141     68,419     74,501     74,500     74,501     74,501  

Krotz Springs (1)

    70,413     72,007     72,007     66,303     72,007     70,674  

(1)  Figures for 2017 are based on assumptions for second half of 2017 (post Delek-ALJ Merger).

63


Table of Contents

              The estimates and assumptions underlying the Delek unaudited forecasted financial information are inherently uncertain and, though considered reasonable by management of ALDW and Delek as of the date of the preparation of such unaudited forecasted financial information, are subject to a variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the unaudited forecasted financial information, including, among other things, the matters described in "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors." Accordingly, there can be no assurance that the forecasted results are necessarily predictive of the actual future performance of Delek, or that actual results will not differ materially from those presented in the Delek unaudited forecasted financial information. Inclusion of the Delek unaudited forecasted financial information in this consent statement/prospectus should not be regarded as a representation by any person that the results contained in the Delek unaudited forecasted financial information will be achieved.

              The Delek unaudited forecasted financial information is not included in this consent statement/prospectus in order to induce any ALDW unitholder to consent to the Merger.

Reasons of the Delek Board for the Merger

              In evaluating the Merger, the Delek Board consulted with management and Delek's legal and financial advisors. The Delek Parties' reasons for the Merger include, but are not limited to:

Interests of Certain Persons in the Merger

              The following table sets forth information with respect to the beneficial ownership of ALDW Common Units as of November 30, 2017 of each director and named executive officer of ALDW GP, and all directors and executive officers of ALDW GP as a group. In addition, the table presents information about each person known by ALDW to beneficially own 5% or more of ALDW Common Units. The amounts and percentage of units or shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be

64


Table of Contents

a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he or she has no economic interest. Unless otherwise indicated by footnote, the beneficial owner exercises sole voting and investment power over the units. Additionally, unless otherwise indicated by footnote, the percentage of outstanding ALDW Common Units is calculated on the basis of 62,529,328 of ALDW Common Units outstanding as of November 30, 2017.

 
  Beneficial Unit Ownership  
Directors, Executive Officers and 5% Unitholders   Number of ALDW
Common Units
  Percentage of
Outstanding
ALDW
Common Units
 

Directors and Executive Officers:

             

Frederec Green

         

Ezra Uzi Yemin

         

Kevin Kremke

         

David Wiessman

         

Jeff D. Morris

         

Snir Wiessman

         

Eitan Raff

    8,915     *  

Sheldon Stein

    8,256     *  

Ella Ruth Gera

    7,352     *  

Yeshayahu Pery

    4,805     *  

Alan Moret

         

Shai Even

         

Jimmy C. Crosby (1)

         

Claire Hart (1)

         

Michael Oster (1)

         

James Ranspot (1)

         

Kyle McKeen (1)

         

Jeff Brorman (1)

         

All directors and executive offers as a group (14 persons)

    29,328     *  

5% or more Unitholders:

             

Delek US Holdings, Inc. (2)

    51,000,000     81.6 %

*  Indicates less than 1%

(1)  Officer resigned effective July 27,2017, as disclosed in the ALDW Form 8-K dated July 27, 2017.

(2)  Delek US Holdings, Inc. holds its ALDW Common Units through one of its subsidiaries, Alon Assets, Inc. Delek US Holdings, Inc. owns 100% of the Class A voting common stock in Alon Assets, Inc. and 99.79% of all outstanding common stock. The remaining 0.21% of outstanding common stock, which is Class B non-voting common stock, is owned by Jeff Morris. Delek US Holdings, Inc. also indirectly owns ALDW GP, which manages and operates ALDW and has a non-economic general partner interest in ALDW. Voting and investment determinations of Delek US Holdings, Inc. are made by its board of directors, which is comprised of the following members: Ezra Uzi Yemin, William J. Finnerty, Carlos E. Jorda, Charles H. Leonard, Gary M. Sullivan, Jr., Shlomo Zohar, and David Wiessman. As a result of, and by virtue of the relationships described above, each of the members of the Delek Board may be deemed to exercise voting and dispositive power with respect to securities held by Alon Assets, Inc.

65


Table of Contents

No Appraisal Rights

              Delaware law does not require appraisal rights in connection with a merger involving a Delaware limited partnership pursuant to Section 17-212 of the Delaware LP Act. However, a partnership agreement or an agreement of merger or consolidation may provide contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership for any class or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership is a constituent party to the merger or consolidation, any conversion of the limited partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership's assets. ALDW Common Unitholders do not have contractual appraisal rights under the ALDW Partnership Agreement or the Merger Agreement.

Regulatory Matters

              In connection with the Merger, Delek intends to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with the NYSE. Delek and ALDW are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is applicable to the Merger.

              The Merger is not reportable under the HSR Act, and therefore no filings with respect to the Merger were required with the FTC or the DOJ.

Accounting Treatment

              The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 810, Consolidation (ASC 810). Because Delek controls ALDW both before and after the Merger, the changes in Delek's ownership interest in ALDW resulting from the Merger will be accounted for as an equity transaction, and no gain or loss will be recognized in Delek's consolidated income statement. In addition, the tax effects of the merger are reported in accordance with ASC 740, Income Taxes (ASC 740).

66


Table of Contents


THE MERGER AGREEMENT

              The following is a summary of the material terms of the Merger Agreement. This summary is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this consent statement/prospectus as Annex A and is incorporated into this consent statement/prospectus by reference. You should read the Merger Agreement because it, and not this consent statement/prospectus, is the legal document that governs the terms of the Merger.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement: Representations, Warranties and Covenants in the Merger Agreement Are Not Intended to Function or Be Relied on as Public Disclosures.

              The Merger Agreement and the summary of its terms in this consent statement/prospectus have been included to provide information about the terms and conditions of the Merger Agreement. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for the purposes of the Merger Agreement and were qualified and subject to certain limitations and exceptions agreed to by the parties thereto in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated for the purpose of allocating contractual risk among the parties to the Merger Agreement rather than to establish matters as facts. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to Delek and ALDW and reports and documents filed with the SEC and in some cases may be qualified by disclosures made by one party to the other, which are not necessarily reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this consent statement/prospectus, may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in or incorporated by reference into this consent statement/prospectus.

              For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this consent statement/prospectus or incorporated by reference into this consent statement/prospectus.

              ALDW and Delek will provide additional disclosure in their public reports to the extent they become aware of the existence of any material facts that are required to be disclosed under federal securities law and that might otherwise contradict the representations and warranties contained in the Merger Agreement and will update such disclosure as required by the federal securities laws.

Structure of the Merger

              Merger Sub will merge with and into ALDW, and each ALDW Public Unitholder will be entitled to receive 0.4900 shares of Delek Common Stock in exchange for each ALDW Common Unit that such holder owns immediately prior to the effective time of the Merger. As a result of the Merger, the separate existence of Merger Sub will cease and ALDW and its subsidiaries will become subsidiaries of Delek.

When the Merger Becomes Effective

              The parties to the Merger Agreement will cause a certificate of merger to be executed and filed with the Delaware Secretary of State on the next business day after the day on which the last condition to

67


Table of Contents

completing the Merger is satisfied or waived, as soon as practicable thereafter or at such other time as the parties may agree. The Merger will become effective at the time and on the date on which the certificate of merger is filed or at such later time and date on which the parties agree and specify in the certificate of merger. This time is referred to as the "effective time of the Merger."

Effect of the Merger

              At the effective time of the Merger:

              If, before the effective time of the Merger, the number of issued and outstanding shares of Delek Common Stock or ALDW Common Units are increased, decreased or changed into a different number of units, shares or other securities (including any different class or series of securities) by reason of any dividend or distribution payable in, or an issuance of, partnership interests, voting securities, equity interests or rights, or by reason of any subdivision, reclassification, split, split-up, combination, merger, consolidation, reorganization, exchange or other similar transaction, or any such transaction shall be authorized, declared or agreed upon with a record date at or prior to the effective time, then the Merger Consideration shall be appropriately adjusted to reflect such change and to provide the same economic effect contemplated in the Merger Agreement.

              At the effective time of the Merger, each outstanding ALDW Common Unit that is subject to outstanding restricted unit awards (the "ALDW Restricted Unit Awards") pursuant to the ALDW 2012 Long-Term Incentive Plan, adopted as of November 26, 2012, that is not vested and does not vest in accordance with its terms (as set forth in the applicable award agreement) as a result of the transactions contemplated by the Merger Agreement, including the Merger, and that is outstanding as of immediately prior to the effective time of the Merger will become fully vested and will be converted into the right to receive a number of shares of Delek Common Stock equal to the number of ALDW Common Units subject to each such ALDW Restricted Unit Award immediately prior to the effective time of the Merger multiplied by the Exchange Ratio (rounded up to the next whole share).

68


Table of Contents

              For a description of the ALDW Common Units and the Delek Common Stock and a description of the comparative rights of holders of the ALDW Common Units and the Delek Common Stock, please read "Comparison of the Rights of Delek Common Stockholders and ALDW Common Unitholders" and "Description of Delek Capital Stock."

Exchange of Units; No Fractional Shares

Exchange Agent

              Delek expects to appoint American Stock Transfer & Trust Company LLC ("Exchange Agent") to act as exchange agent for the payment of the Delek Common Stock and any dividends and other distributions pursuant to the Merger Agreement. At or prior to the closing of the Merger, Delek will (i) reserve with the Exchange Agent the shares of Delek Common Stock to be issued in the Merger and (ii) authorize the Exchange Agent to exchange shares of Delek Common Stock as described above under "—Effect of the Merger." Delek will pay all costs and fees of the Exchange Agent and all expenses associated with the exchange process.

              After the effective time of the Merger, there will be no further transfers on the records of ALDW or its transfer agent of ALDW Common Units. If ALDW Common Units are presented to ALDW or its transfer agent for transfer after the effective time of the Merger, they will be canceled against delivery of the Delek Common Stock.

Exchange of Units for Shares; No Fractional Shares

              If you are a holder of record of ALDW Public Units as of the effective time of the Merger, the Exchange Agent will mail to you a transmittal letter and instructions explaining how to surrender your ALDW Common Units to the Exchange Agent after the effective time of the Merger.

              Holders of ALDW Public Units who deliver a properly completed and signed transmittal letter and any other documents required by the instructions to the transmittal letter to the Exchange Agent, together with their ALDW Common Unit certificates (if any), will be entitled to receive:

69


Table of Contents

Conditions to the Merger

              The obligation of the parties to the Merger Agreement to complete the Merger is subject to the satisfaction or waiver of certain conditions, including, among others:

              The parties' obligations are also subject to the satisfaction or waiver of the following conditions: