v3.26.1
Delek Logistics
6 Months Ended
Jun. 30, 2026
Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract]  
Delek Logistics Delek Logistics
Delek Logistics is a publicly traded limited partnership formed by Delek in 2012 that owns and operates crude oil, refined products and natural gas logistics and marketing assets as well as water disposal and recycling assets. As of June 30, 2026, we owned a 63.0% interest in Delek Logistics, consisting of 33,508,831 common limited partner units and the non-economic general partner interest. The remaining limited partner interests are reflected in net income attributable to non-controlling interest in the accompanying condensed consolidated statements of income and in non-controlling interest in subsidiaries in the accompanying condensed consolidated balance sheets.
Acquisition
On January 2, 2025, Delek Logistics completed the Gravity Acquisition in which it acquired water disposal and recycling operations in the Permian Basin and the Bakken Basin for total consideration of $300.8 million, subject to customary net working capital adjustments. See Note 2 - Acquisitions for additional information.
Delek Permian Gathering Dropdown
On May 1, 2025, we transferred the Delek Permian Gathering purchasing and blending activities to Delek Logistics. In connection with the DPG Dropdown, Delek Logistics assumed all rights and obligations to purchase crude oil under certain contracts associated with its existing Midland Gathering System. Total consideration included the cancellation of $58.8 million in payables owed to Delek Logistics.
Agreements
On January 30, 2026, we entered into asset purchase agreements with Delek Logistics, (collectively, “the Intercompany Agreements”), to acquire (i) a Tyler refinery tank for total consideration of $19.0 million (the “Tyler Tank Purchase”) and (ii) El Dorado tank and terminal assets for total consideration of $66.0 million (the “El Dorado Terminal Purchase”). The Tyler Tank Purchase closed on April 1, 2026, with consideration paid through the transfer of 359,372 Delek Logistics common units, based on a 30-day volume-weighted average unit price. The El Dorado Terminal Purchase is expected to close on October 1, 2027, subject to customary closing conditions. Pursuant to the Intercompany Agreements, Delek also agreed to waive Omnibus fees for an aggregate of $4.0 million during the first two quarters of 2026.
On May 1, 2025, we entered into a termination agreement with Delek Logistics to terminate, in its entirety, the East Texas Marketing Agreement effective as of January 1, 2026.
Also on May 1, 2025, in connection with the DPG Dropdown, we (i) amended and restated a throughput agreement with Delek Logistics for the El Dorado rail facility (the “Throughput Agreement”), which includes a minimum volume commitment for refined products until the termination of the Throughput Agreement, which occurred at the closing of the El Dorado Purchase (as defined below), (ii) entered into an asset purchase agreement with Delek Logistics (the “El Dorado Purchase Agreement”) to acquire the El Dorado rail facility assets for cash consideration of $25.0 million (the “El Dorado Purchase”). The El Dorado Purchase closed in January 2026 upon satisfaction of the closing conditions set forth in the El Dorado Purchase Agreement.
We also entered into an amended and restated Omnibus Agreement with Delek Logistics providing for an increase in the Administrative Fee (as defined therein) phased in over two years beginning July 1, 2025 and a binding obligation for both parties to enter into transition services agreements upon a change in control.
All transactions with Delek Logistics have been eliminated in consolidation.
Common Units
On February 24, 2025, we entered into a Common Unit Purchase Agreement with Delek Logistics (the “Common Unit Purchase Agreement”) pursuant to which Delek Logistics may repurchase common units from time to time from us in one or more transactions for an aggregate purchase price of up to $150.0 million through December 31, 2026 (each such repurchase, a “Repurchase”). The purchase price per common unit in each Repurchase will equal the 30-day volume-weighted average price of the common units at the close of trading on the day prior to the applicable closing date, subject to certain limitations set forth in the Common Unit Purchase Agreement. During the six months ended June 30, 2025, 243,075 common units were repurchased from us and cancelled at the time of the transaction for an aggregate consideration of $10.0 million. No common units were repurchased for the six months ended June 30, 2026. As of June 30, 2026, there was $140.0 million of authorization remaining under the Common Unit Purchase Agreement.
Consolidated VIE
Delek Logistics is a VIE, as defined under GAAP, and is consolidated into our condensed consolidated financial statements, representing our logistics segment. The assets of Delek Logistics may only be used to settle its own obligations, and its creditors have no recourse to our assets. Exclusive of intercompany balances, which are eliminated in consolidation, the Delek Logistics condensed consolidated balance sheets are included in the condensed consolidated balance sheets of Delek. The Delek Logistics condensed consolidated balance sheets are presented below (in millions):
As of June 30, 2026
As of December 31, 2025
ASSETS
Cash and cash equivalents$13.7 $10.9 
Accounts receivable134.9 114.5 
Accounts receivable from related parties259.6 216.6 
Lease receivable - affiliate33.2 36.4 
Inventory23.7 17.9 
Other current assets5.1 4.4 
Property, plant and equipment, net1,476.4 1,424.0 
Equity method investments 335.7 340.1 
Operating lease right-of-use assets9.0 11.7 
Goodwill12.2 12.2 
Intangible assets, net367.6 370.5 
Net lease investment - affiliate156.4 185.7 
Other non-current assets43.0 34.4 
Total assets$2,870.5 $2,779.3 
LIABILITIES AND EQUITY (DEFICIT)
Accounts payable$427.1 $292.9 
Current portion of operating lease liabilities2.2 3.0 
Accrued expenses and other current liabilities60.1 60.6 
Long-term debt, net of current portion2,372.7 2,344.4 
Asset retirement obligations26.1 24.3 
Operating lease liabilities, net of current portion2.6 3.6 
Other non-current liabilities49.0 44.4 
Equity (Deficit)(69.3)6.1 
Total liabilities and equity (deficit)$2,870.5 $2,779.3