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 ¨
Check the appropriate box:
¨    Preliminary Proxy Statement
¨    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý    Definitive Proxy Statement
¨    Definitive Additional Materials
¨    Soliciting Material under §240.14a-12
ALON USA ENERGY, INC.
(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.
¨
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)
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(5)
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¨
Fee paid previously with preliminary materials.
¨
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:

 
 





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May 30, 2017
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT
To the stockholders of Delek US Holdings, Inc. and Alon USA Energy, Inc.:
On January 2, 2017, Delek US Holdings, Inc. (“Delek”), Alon USA Energy, Inc. (“Alon”), Delek Holdco, Inc., a wholly owned subsidiary of Delek (“HoldCo”), Dione Mergeco, Inc., a wholly owned subsidiary of HoldCo (“Delek Merger Sub”) and Astro Mergeco, Inc., a wholly owned subsidiary of HoldCo (“Alon Merger Sub”) entered into an Agreement and Plan of Merger, referred to (as it may be amended from time to time) as the “merger agreement”, providing for a strategic business combination of Delek and Alon.
We are excited to reach this agreement and believe this strategic combination will result in a larger, more diverse company that is well positioned to take advantage of opportunities in the market and better navigate the cyclical nature of our business. We expect to be able to achieve meaningful synergies across the organization and the combination will create a refining system that will be one of the largest buyers of crude from the Permian Basin among the independent refiners.
Under the terms and subject to the conditions set forth in the merger agreement, Delek Merger Sub will merge with and into Delek (the “Delek Merger”), with Delek surviving as a wholly owned subsidiary of HoldCo, a new holding company formed by Delek, and Astro Mergeco, Inc. will merge with and into Alon (the “Alon Merger”), with Alon surviving. We refer to the Delek Merger and the Alon Merger together as the “Mergers.” If the Mergers are completed:
Delek’s stockholders will receive one share of HoldCo common stock, par value $0.01 per share, referred to as “New Delek common stock”, for each issued and outstanding share of Delek common stock that they own immediately prior to the effective time of the Delek Merger; and
Alon’s stockholders (other than Delek or any subsidiary of Delek), will be entitled to receive 0.504 shares, referred to as the “exchange ratio,” of New Delek common stock for each issued and outstanding share of Alon common stock that they own immediately prior to the effective time of the Alon Merger, with cash paid in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Mergers.

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After the closing of the Mergers, HoldCo will be the publicly traded parent company of Delek and Alon, and will be named “Delek US Holdings, Inc.”
The market value of the stock consideration will fluctuate with the price of Delek common stock. Based on the closing price of $24.07 per share of Delek common stock on December 30, 2016, the last trading day before the public announcement of the signing of the merger agreement, the value of the consideration payable to holders of Alon common stock upon completion of the Alon Merger was approximately $12.13 per share. Based on the closing price of $25.33 per share of Delek common stock on May 25, 2017, the last practicable date before the date of filing of the joint proxy statement/prospectus accompanying this notice, the value of the consideration payable to holders of Alon common stock upon completion of the Alon Merger was approximately $12.77 per share of Alon common stock. Alon stockholders should obtain current stock price quotations for Delek common stock and Alon common stock. Delek common stock is traded, and after completion of the Mergers, the New Delek common stock is expected to trade, on the New York Stock Exchange, also referred to as the NYSE, under the symbol “DK,” and Alon common stock is traded on the NYSE under the symbol “ALJ.”
The Delek Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the Internal Revenue Code, and the Delek Merger and the Alon Merger, taken together, are intended to qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code. Assuming the Delek Merger qualifies as a “reorganization” and/or an “exchange” within the meaning of Section 351 of the Internal Revenue Code, Delek stockholders generally are not expected to recognize any gain or loss for U.S. federal income tax purposes upon receipt of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger. Assuming the Alon Merger qualifies as an “exchange” within the meaning of Section 351 of the Internal Revenue Code, (i) U.S. holders of Alon common stock who receive New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger will not recognize any loss and will only recognize gain to the extent of cash received in lieu of a fractional share of New Delek common stock, and (ii) non-U.S. holders of Alon common stock who receive New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger will not recognize any loss in connection with the Alon Merger and will only recognize gain in limited circumstances. See “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 212.

Each of Delek and Alon will hold a special meeting of its stockholders to consider and vote on matters necessary to complete the transactions contemplated by the merger agreement. Delek and Alon cannot complete the proposed Mergers unless, among other things, Delek stockholders approve the issuance of the shares of New Delek common stock in connection with the Alon Merger, and Alon stockholders adopt the merger agreement and approve the transactions contemplated thereby.

In addition, Delek has entered into voting agreements with Alon, and each of David Wiessman, D.B.W. Holdings (2005) Ltd. (an entity controlled by David Wiessman), Jeff Morris, and Karen Morris, each of which are Alon stockholders and collectively hold approximately 6.1% of Alon’s outstanding common stock. Each of these Alon stockholders has agreed to vote in favor of the proposals to be voted on by the Alon stockholders at the Alon special meeting.

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The obligations of Delek and Alon to complete the Mergers are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying joint proxy statement/prospectus. The joint proxy statement/prospectus provides you with detailed information about the special meetings, the proposals to be voted on at each company’s special meeting, the proposed Mergers and other related matters. It also contains or references additional information about Delek and Alon. You are encouraged to read the joint proxy statement/prospectus carefully and in its entirety, including the Annexes and the information incorporated into this joint proxy statement/prospectus by reference. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 49 of the joint proxy statement/prospectus for a discussion of risks you should consider in evaluating the proposed Mergers and the issuance of shares of New Delek common stock in connection with the Mergers and how they will affect you.
Your vote is very important. To ensure your representation at your company’s special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please vote promptly whether or not you expect to attend your company’s special meeting. Submitting a proxy now will not prevent you from being able to vote in person at your company’s special meeting.
Delek’s board of directors has unanimously determined that the merger agreement, the voting agreements, the Mergers and the other transactions contemplated by the merger agreement and the voting agreements are advisable, fair to and in the best interests of Delek and its stockholders; has unanimously approved the merger agreement, the voting agreements, the Mergers and the other transactions contemplated by the merger agreement and the voting agreements, including the issuance of shares of New Delek common stock in connection with the Alon Merger; and unanimously recommends that Delek stockholders vote “FOR” the issuance of New Delek common stock in connection with the Alon Merger and “FOR” each of the other proposals described in the accompanying joint proxy statement/prospectus.
The Special Committee of the Alon Board of Directors (the “Special Committee”) has unanimously determined that the merger agreement, the Alon Merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Alon and its stockholders other than Delek, HoldCo, Delek Merger Sub and Alon Merger Sub (the “Disinterested Stockholders”), and has unanimously approved the merger agreement, the voting agreements and the transactions contemplated thereby. Upon the recommendation of the Special Committee, the Alon Board of Directors, with Messrs. Ezra Uzi Yemin, Assaf Ginzburg, Frederec Green, Mark D. Smith and Avigal Soreq, each an executive officer of Delek, recusing themselves, has determined and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Alon and the Disinterested Stockholders; has approved the merger agreement, the voting agreements to which Alon is a party, the Alon Merger and the other transactions contemplated by the merger agreement and the voting agreements to which Alon is a party; directed that the merger agreement and the Alon Merger be submitted to Alon’s stockholders for approval; and unanimously recommends that Alon stockholders vote “FOR” the adoption of the merger agreement and the approval of the transactions contemplated thereby, including the Alon Merger and “FOR” each of the other proposals described in the accompanying joint proxy statement/prospectus.

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Sincerely,
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Ezra Uzi Yemin    Alan Moret
Chairman, President and Chief Executive Officer    Interim Chief Executive Officer
Delek US Holdings, Inc.    Alon USA Energy, Inc.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGERS OR THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGERS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this joint proxy statement/prospectus is May 30, 2017, and it is first being mailed or otherwise delivered to the stockholders of Delek and Alon on or about May 30, 2017.


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DELEK US HOLDINGS, INC.
7102 Commerce Way
Brentwood, Tennessee 37207


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 29, 2017
Dear Stockholders of Delek US Holdings, Inc.:
We are pleased to invite you to attend the special meeting of stockholders of Delek US Holdings, Inc. (“Delek”), which will be held at Franklin Marriott Cool Springs, Arabian Room, 700 Cool Springs Boulevard, Franklin, Tennessee 37067 on June 29, 2017 at 8:30 a.m., local time (the “Delek special meeting”). The Delek special meeting is being called as provided in an Agreement and Plan of Merger, referred to (as it may be amended from time to time) as the “merger agreement”, dated as of January 2, 2017, by and among Delek, Alon USA Energy, Inc. (“Alon”), Delek Holdco, Inc., a wholly owned subsidiary of Delek (“HoldCo”), Dione Mergeco, Inc., a wholly owned subsidiary of HoldCo (“Delek Merger Sub”) and Astro Mergeco, Inc., a wholly owned subsidiary of HoldCo (“Alon Merger Sub”), providing for a strategic business combination of Delek and Alon.
Under the terms and subject to the conditions set forth in the merger agreement, Delek Merger Sub will merge with and into Delek (the “Delek Merger”), with Delek surviving as a wholly owned subsidiary of HoldCo, a new holding company formed by Delek, and Astro Mergeco, Inc. will merge with and into Alon (the “Alon Merger”), with Alon surviving. We refer to the Delek Merger and the Alon Merger together as the “Mergers.” If the Mergers are completed:
Delek’s stockholders will receive one share of HoldCo common stock, par value $0.01 per share, referred to as “New Delek common stock”, for each issued and outstanding share of Delek common stock that they own immediately prior to the effective time of the Delek Merger; and
Alon’s stockholders (other than Delek or any subsidiary of Delek), will be entitled to receive 0.504 shares, referred to as the “exchange ratio,” of New Delek common stock for each issued and outstanding share of Alon common stock that they own immediately prior to the effective time of the Alon Merger, with cash paid in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Mergers.

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After the closing of the Mergers, HoldCo will be the publicly traded parent company of Delek and Alon, and will be named “Delek US Holdings, Inc.”
Accordingly, the Delek special meeting is being called for the following purposes:
to consider and vote on a proposal to approve the issuance (the “New Delek Share Issuance”) of New Delek common stock to the stockholders of Alon, as consideration for the Alon Merger contemplated by the merger agreement, which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “New Delek Share Issuance Proposal”);
to consider and vote on a proposal to adjourn the Delek special meeting, if necessary or appropriate in the judgment of the Delek Board, to solicit additional proxies if there are not sufficient votes to approve the New Delek Share Issuance Proposal (the “Delek Adjournment Proposal”); and
to transact such other business as may properly be brought before the Delek special meeting, or any adjournment or postponement thereof, by or at the direction of the Delek Board.
Delek does not plan to transact other business at the special meeting. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Delek special meeting.
The Delek Board has fixed the close of business on May 26, 2017 as the record date for determination of Delek stockholders entitled to receive notice of, and to vote at, the Delek special meeting or any adjournments or postponements thereof. Only holders of record of shares of Delek common stock at the close of business on the record date are entitled to vote at the special meeting and any adjournment or postponement of the special meeting.
Delek’s board of directors has unanimously determined that the merger agreement, the Mergers and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Delek and its stockholders; has unanimously approved the merger agreement, the Mergers and the other transactions contemplated by the merger agreement, including the New Delek Share Issuance; and unanimously recommends that Delek stockholders vote “FOR” the New Delek Share Issuance Proposal and “FOR” the Delek Adjournment Proposal.
In accordance with the NYSE Listed Company Manual and under Delek's third amended and restated bylaws, approval of the New Delek Share Issuance Proposal requires the affirmative vote of the majority of the votes cast by holders of shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting. Under Delek’s third amended and restated bylaws, approval of the Delek Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting.

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Your vote is important. Whether or not you expect to attend in person, we urge you to vote your shares as promptly as possible by:
(1)accessing the Internet website specified on your proxy card;
(2)    calling the toll-free number specified on your proxy card; or
(3)    marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided,
so that your shares may be represented and voted at the Delek special meeting. If your shares are held in the name of a broker, bank, trust company or other nominee, please follow the instructions on the voting instruction card furnished by the record holder.
Please note that if you hold shares in different accounts, it is important that you vote the shares represented by each account.
The enclosed joint proxy statement/prospectus provides a detailed description of the Mergers and the merger agreement. We urge you to read this joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference, carefully and in their entirety. If you have any questions concerning the Mergers or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of Delek common stock, please contact Delek’s proxy solicitor:
MORROW SODALI, LLC
470 West Avenue
Third Floor
Stamford, CT 06902
Stockholders Call Toll-Free: (800) 662-5200
International Callers: +1 (203) 658-9400
E-mail: DK@morrowsodali.com
THIS NOTICE, TOGETHER WITH THE JOINT PROXY STATEMENT/PROSPECTUS SETTING FORTH THIS NOTICE, IS BEING MAILED ON OR ABOUT MAY 30, 2017.
By Order of the Board of Directors,

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Ezra Uzi Yemin
Chairman, President and Chief Executive Officer

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ALON USA ENERGY, INC.
12700 Park Central Drive, Suite 1600
Dallas, Texas 75251


NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 28, 2017
To the Stockholders of Alon USA Energy, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Alon USA Energy, Inc., or Alon, will be held on June 28, 2017, at 3:00 p.m., local time, at 12712 Park Central Drive, Conference Room 1, Dallas, Texas 75251, for the following purposes:
To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 2, 2017 as such agreement may be amended from time to time, which is referred to as the merger agreement, among Alon, Delek US Holdings, Inc., which is referred to as Delek, Delek Holdco, Inc., Dione Mergeco, Inc., and Astro Mergeco, Inc., which is referred to as the Alon merger proposal;
To consider and vote on a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Alon’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement, which is referred to as the non-binding compensation advisory proposal;
To consider and vote on a proposal to adjourn the Alon special meeting, if necessary or appropriate in the judgment of the Alon Board, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Alon merger proposal, which is referred to as the Alon adjournment proposal; and
To transact such other business as may properly be brought before the Alon special meeting, or any adjournment or postponement thereof, by or at the direction of the Alon Board.

The Alon stockholder proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.
Alon will transact no other business at the Alon special meeting. The record date for the Alon special meeting has been set as May 26, 2017. Only Alon stockholders of record as of the close of business on such record date are entitled to notice of, and to vote at, the Alon special meeting



or any adjournments and postponements thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for inspection at Alon’s principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.
The board of directors of Alon, which we refer to as the Board, formed a committee consisting solely of six directors of Alon that are independent of Delek and its affiliates, referred to herein as the Special Committee, to evaluate the merger and other alternatives available to Alon. The Special Committee unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to, and in the best interest of, Alon and its stockholders (other than Delek or its affiliates), and unanimously recommended that the Board approve, adopt and authorize, and declare advisable, the merger agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and the transactions contemplated therein, including the merger, and that the Board recommend that Alon’s stockholders vote for the adoption of the merger agreement. Based in part on that recommendation, the Board, with Messrs. Ezra Uzi Yemin, Assaf Ginzburg, Frederec Green, Mark D. Smith and Avigal Soreq, each an executive officer of Delek, recusing themselves, (i) determined that the transactions contemplated by the merger agreement, including the merger, are advisable, fair to, and in the best interest of, Alon and its stockholders (other than Delek or its affiliates), (ii) approved, adopted and authorized the merger agreement and the transactions contemplated thereby, including the merger and (iii) directed that the merger agreement be submitted to Alon stockholders for approval. Each of the Special Committee and the Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. Accordingly, our board of directors unanimously recommends that you vote “FOR” the Alon merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the Alon adjournment proposal.
Approval of the Alon merger proposal requires the affirmative vote, in person or by proxy, of holders of (i) a majority of the outstanding shares of Alon common stock entitled to vote on the proposal and (ii) a majority of the issued and outstanding shares of Alon common stock beneficially owned by the holders of Alon common stock other than Delek, HoldCo, Delek Merger Sub, Alon Merger Sub and their respective affiliates. Concurrently with the execution of the merger agreement, Delek entered into a voting and support agreement to vote the approximately 47% of shares of Alon common stock it owns in favor of the Alon merger proposal. A copy of the voting agreement is attached as Annex C to the accompanying joint proxy statement/prospectus.
PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ALON SPECIAL MEETING. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.



Your vote is important. Alon stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes electronically via the Internet or by telephone. Simply follow the instructions provided on the enclosed proxy card. Your abstention, failure to submit a proxy or vote in person at the Alon special meeting, or failure to provide your broker, nominee, fiduciary or other custodian, as applicable, with instructions on how to vote your shares, will have the same effect as a vote “AGAINST” the Alon merger proposal.

THIS NOTICE, TOGETHER WITH THE JOINT PROXY STATEMENT/PROSPECTUS SETTING FORTH THIS NOTICE, IS BEING MAILED ON OR ABOUT MAY 30, 2017.

 
BY ORDER OF THE BOARD OF DIRECTORS,

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James Ranspot
Senior Vice President, General Counsel and Corporate Secretary
Dallas, Texas
Dated: May 30, 2017



ADDITIONAL INFORMATION
Delek Holdco, Inc. has filed a registration statement on Form S-4 of which the joint proxy statement/prospectus is a part. This joint proxy statement/prospectus incorporates important business and financial information about Delek and Alon from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference into the joint proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from Delek or Alon at the following addresses and telephone numbers:
For Delek Stockholders: 
Delek US Holdings, Inc. 
7102 Commerce Way
Brentwood, Tennessee 37027
 
Attention: Corporate Secretary
Telephone: (615) 771-6701
 
 
For Alon Stockholders: 
Alon USA Energy, Inc. 
12700 Park Central Drive, Suite 1600
Dallas, Texas 75251
 
Attention: Investor Relations
Telephone: (972) 367-3600
 
In addition, if you have questions about the Mergers or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, LLC, the proxy solicitor for Delek, toll-free at (800) 662-5200 or international at +1 (203) 658-9400 or by e-mail at: DK@morrowsodali.com, or Morrow Sodali, LLC, the proxy solicitor for Alon, toll-free at (800) 662-5200 or international at +1 (203) 658-9400 or by e-mail at: ALJ@morrowsodali.com.
If you would like to request documents, please do so no later than five business days before the date of the Delek special meeting (which meeting is to be held on June 29, 2017) or five business days before the date of the Alon special meeting (which meeting is to be held on June 28, 2017), as applicable.
For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 255 of this joint proxy statement/prospectus.


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by HoldCo (File No. 333-216298), constitutes a prospectus under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Delek common stock to be issued to Alon stockholders and Delek stockholders pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a joint proxy statement for Delek and Alon under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting of Delek stockholders and a notice of meeting with respect to the special meeting of Alon stockholders.
You should rely only on the information contained or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated May 30, 2017, and you should assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate only as of such date. Neither our mailing of this joint proxy statement/prospectus to Delek stockholders or Alon stockholders, nor the issuance of New Delek common stock in connection with the Mergers, will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Delek, HoldCo, Delek Merger Sub and Alon Merger Sub has been provided by Delek, and information contained in this joint proxy statement/prospectus regarding Alon has been provided by Alon.
Neither Delek stockholders nor Alon stockholders should construe the contents of this joint proxy statement/prospectus as legal, tax or financial advice. Delek stockholders and Alon stockholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this joint proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as Annexes, or which are available on the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) of the SEC website at www.sec.gov.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGERS OR THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGERS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Unless otherwise indicated or as the context otherwise requires, any reference in this joint proxy statement/prospectus to:

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“Alon” refers to Alon USA Energy, Inc., a Delaware corporation, and its subsidiaries;
“Alon Board” refers to the board of directors of Alon;
“Alon common stock” refers to the common stock, par value $0.01 per share, of Alon;
“Alon Merger” refers to the merger of Alon Merger Sub with and into Alon, with Alon surviving, in accordance with the merger agreement;
“Alon Merger Sub” refers to Astro Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo;
“Alon Partners” refers to Alon USA Partners, LP;
“combined company” refers collectively to HoldCo, Delek and Alon, following the completion of the Mergers;
“Delek” refers to Delek US Holdings, Inc., a Delaware corporation, and its subsidiaries (and, with respect to periods after the completion of the Mergers, refers to HoldCo if the context so requires);
“Delek Board” refers to the board of directors of Delek;
“Delek common stock” refers to the common stock, par value $0.01 per share, of Delek;
“Delek Logistics” refers to Delek Logistics Partners, LP;
“Delek Merger” refers to the merger of Delek Merger Sub with and into Delek, with Delek surviving as a wholly owned subsidiary of HoldCo, a new holding company formed by Delek, in accordance with the merger agreement;
“Delek Merger Sub” refers to Dione Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo;
“Disinterested Stockholders” refers to the Alon stockholders other than Delek, HoldCo, Delek Merger Sub and Alon Merger Sub;
“exchange ratio” refers the number of shares, fixed at 0.504 shares, of New Delek common stock that Alon’s stockholders (other than Delek or any subsidiary of Delek), will be entitled to receive for each issued and outstanding share of Alon common stock that they own immediately prior to the effective time of the Alon Merger, with cash paid in lieu of fractional shares;
“HoldCo” refers to Delek Holdco, Inc., a Delaware corporation and, prior to the Mergers, a wholly owned subsidiary of Delek;

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“merger agreement” refers to the Agreement and Plan of Merger, dated as of January 2, 2017, by and among Delek, HoldCo, Delek Merger Sub, Alon Merger Sub and Alon (as it may be amended from time to time), providing for a strategic business combination of Delek and Alon;
“merger consideration” refers to the exchange ratio provided for in the Alon Merger of 0.504 shares of New Delek common stock for each outstanding share of Alon common stock;
“Mergers” refers to the Delek Merger and the Alon Merger, taken together;
“New Delek common stock” refers to HoldCo common stock, par value $0.01 per share, to be issued to holders of Alon common stock and Delek common stock upon completion of the Mergers;
“proposed transaction” or “transactions,” unless the context requires otherwise, mean the Mergers and the other transactions contemplated by the merger agreement, taken as a whole;
“Special Committee” refers to the Special Committee of the Alon Board; and
“we,” “our” and “us” refer to HoldCo, Delek or Alon, or to all of them, as the context requires.

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TABLE OF CONTENTS


 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

v


 
 
Page
 
 
 
 
 
 
 
ANNEX A - AGREEMENT AND PLAN OF MERGER
 
 
ANNEX B-1 - FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
 
 
ANNEX B-2 - SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
 
 
ANNEX C - VOTING AGREEMENT (DELEK)
 
 
ANNEX D - VOTING AGREEMENT (DAVID WIESSMAN AND D.B.W. HOLDINGS (2005) LTD.)
 
 
ANNEX E - VOTING AGREEMENT (JEFF AND KAREN MORRIS)
 
 
ANNEX F - FAIRNESS OPINION OF J.P. MORGAN SECURITIES LLC
 
 
ANNEX G - FAIRNESS OPINION OF TUDOR, PICKERING & HOLT & CO. SECURITIES, INC.
 
 


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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS
The following are brief answers to common questions that you may have regarding the merger agreement, the proposed transactions, the special meetings of stockholders of Delek and Alon and the consideration to be received in the Mergers. The questions and answers in this section may not address all questions that might be important to you as a stockholder of Alon or Delek. To better understand these matters, and for a description of the legal terms governing the proposed transactions, we urge you to read carefully and in its entirety this joint proxy statement/prospectus, including the Annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255.
Q:    What is the proposed transaction?
A:
On January 2, 2017, Delek US Holdings, Inc. (“Delek”), Alon USA Energy, Inc. (“Alon”), Delek Holdco, Inc., a wholly owned subsidiary of Delek (“HoldCo”), Dione Mergeco, Inc., a wholly owned subsidiary of HoldCo (“Delek Merger Sub”) and Astro Mergeco, Inc., a wholly owned subsidiary of HoldCo (“Alon Merger Sub”) entered into an Agreement and Plan of Merger, referred to (as it may be amended from time to time) as the “merger agreement”, providing for a strategic business combination of Delek and Alon.
Under the terms and subject to the conditions set forth in the merger agreement, Delek Merger Sub will merge with and into Delek (the “Delek Merger”), with Delek surviving as a wholly owned subsidiary of HoldCo, a new holding company formed by Delek, and Alon Merger Sub will merge with and into Alon (the “Alon Merger”), with Alon surviving. We refer to the Delek Merger and the Alon Merger together as the “Mergers.” If the Mergers are completed:
Delek’s stockholders will receive one share of HoldCo common stock, par value $0.01 per share, referred to as “New Delek common stock”, for each issued and outstanding share of Delek common stock that they own immediately prior to the effective time of the Delek Merger; and
Alon’s stockholders (other than Delek or any subsidiary of Delek), will be entitled to receive 0.504 shares, referred to as the “exchange ratio,” of New Delek common stock for each issued and outstanding share of Alon common stock that they own immediately prior to the effective time of the Alon Merger, with cash paid in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Mergers.
The structure of the transactions contemplated by the merger agreement is intended to preserve Delek’s U.S. federal income tax basis in the Alon common stock acquired by Delek prior to the proposed merger transactions and to allow the Alon stockholders to exchange in the proposed merger transactions their Alon common stock for New Delek common stock on a tax-deferred basis for U.S. federal income tax purposes, except with respect to cash received instead of a fractional share of New Delek common stock.


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The market value of the stock consideration will fluctuate with the price of Delek common stock. Based on the closing price of $24.07 per share of Delek common stock on December 30, 2016, the last trading day before the public announcement of the signing of the merger agreement, the value of the consideration payable to holders of Alon common stock upon completion of the Alon Merger was approximately $12.13 per share. Based on the closing price of $25.33 per share of Delek common stock on May 25, 2017, the last practicable date before the date of filing of this joint proxy statement/prospectus, the value of the consideration payable to holders of Alon common stock upon completion of the Alon Merger was approximately $12.77 per share of Alon common stock. It is currently expected that the former Delek stockholders will hold approximately 76%, and the former Alon stockholders will hold approximately 24%, of the outstanding shares of New Delek common stock immediately following the closing of the transaction.
After the closing of the Mergers, HoldCo will be the publicly traded parent company of Delek and Alon, and will be named “Delek US Holdings, Inc.” The New Delek common stock is expected to trade on the New York Stock Exchange under Delek’s ticker symbol, “DK.”
Q:    Why am I receiving this joint proxy statement/prospectus?
A:
You are receiving this joint proxy statement/prospectus because you are a holder of Delek common stock or Alon common stock.
In order to complete the transactions contemplated by the merger agreement:
the stockholders of Delek must approve the issuance of shares of New Delek common stock to Alon’s stockholders in the Alon Merger pursuant to the merger agreement, which is referred to as the “New Delek share issuance proposal”; and
the stockholders of Alon must adopt the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, and approve the transactions contemplated by the merger agreement, including the Alon Merger, which is referred to as the “Alon merger proposal”.
Delek and Alon will hold separate special stockholders’ meetings to obtain these approvals. We are sending you these materials to help you decide how to vote your shares with respect to the matters to be considered at the special meetings. The Delek and Alon boards of directors are using this joint proxy statement/prospectus to solicit proxies of holders of Delek common stock and Alon common stock pursuant to the merger agreement.
This joint proxy statement/prospectus contains important information about the transaction, including the special meetings of the respective stockholders of Delek and Alon. You should read it carefully and in its entirety. The enclosed proxy cards allow you to authorize the voting of your shares without attending your company’s special meeting.
Your vote is important. We encourage you to submit a proxy as soon as possible.

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Q:    What will Delek stockholders receive in the Delek Merger?
A:
As a result of the Delek Merger, Delek’s stockholders will automatically receive one share of New Delek common stock for each issued and outstanding share of Delek common stock that they own immediately prior to the effective time of the Delek Merger.
Q:    What will Alon stockholders receive in the Alon Merger?
A:
Alon’s stockholders (other than Delek or any subsidiary of Delek), will be entitled to receive 0.504 shares, referred to as the “exchange ratio,” of New Delek common stock for each issued and outstanding share of Alon common stock that they own immediately prior to the effective time of the Alon Merger, with cash paid in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Mergers.
Q:    When do you expect the transaction to be completed?
A:
As of the date of this joint proxy statement/prospectus, the transaction is expected to close on or about July 1, 2017, but no later than an agreed upon outside date of October 2, 2017. However, the closing of the transaction is subject to various conditions, including the approval of the New Delek share issuance proposal by Delek’s stockholders, and of the Alon merger proposal by the Alon stockholders, as well as necessary regulatory consents and approvals. No assurance can be provided as to when or if the transaction will be completed, and it is possible that factors outside the control of Delek and Alon could result in the transaction being completed at a later time, or not at all. See “The Merger Agreement-Closing and Effective Time of the Mergers” and “The Merger Agreement-Conditions to the Completion of the Mergers” beginning on pages 181 and 201, respectively.
Q:    When and where will the special meetings be held?
A:
The Delek special meeting will be held at Franklin Marriott Cool Springs, Arabian Room, 700 Cool Springs Boulevard, Franklin, Tennessee 37067, on June 29, 2017 at 8:30 a.m., local time.
The Alon special meeting will be held at 12712 Park Central Drive, Conference Room 1, Dallas, Texas 75251, on June 28, 2017 at 3:00 p.m., local time.
Q:
What are the proposals on which the Delek stockholders are being asked to vote and what is the recommendation of the board of directors of Delek with respect to each proposal?
A:
At the special meeting, the Delek stockholders are being asked to:
consider and vote on the New Delek share issuance proposal; and
consider and vote on a proposal to adjourn the Delek special meeting, if necessary or appropriate in the judgment of the Delek Board, to solicit additional proxies in the event

3


that there are not sufficient votes at the time of the special meeting to approve the New Delek share issuance proposal, which is referred to as the “Delek adjournment proposal.”
The Delek Board unanimously recommends a vote “FOR” each of the proposals referred to above.
Under Delaware law, the Delek Merger, in which the issued and outstanding shares of Delek common stock will be exchanged on a share-for share basis for newly issued shares of New Delek common stock, does not require the approval of Delek’s stockholders.
You may also be asked to act on other business, if any, that may properly come before the Delek special meeting or any adjournment or postponement thereof by or at the direction of the Delek Board. Delek currently does not contemplate that any other business will be presented at the special meeting of Delek stockholders.
Q:
What vote is required to approve the proposals being presented at the special meeting of Delek stockholders?
A:
To be approved at the special meeting, the New Delek share issuance proposal requires the affirmative vote of the majority of the votes cast by holders of shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting. Approval of the Delek adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting.
Q:
Will the Delek stockholders be asked to vote on the New Delek share issuance proposal and the Delek adjournment proposal at the special meeting if the board of directors of Delek has changed its recommendation of such proposals?
A:
Yes. Unless the merger agreement is terminated before the special meeting, Delek will notify its stockholders before the special meeting if the board of directors of Delek has changed its recommendation with respect to the New Delek share issuance proposal and/or the Delek adjournment proposal. Despite any such change of recommendation, Delek’s stockholders will be asked to vote on such proposals at the Delek special meeting.
Q:    Will the Delek stockholders be asked to vote on the Delek Merger?
A:
No. The Delek Merger is a holding company merger not requiring a vote of the stockholders of Delek under the Delaware General Corporation Law. However, Delek’s stockholders will be asked to vote on a proposal to approve the New Delek share issuance as required by the rules of the NYSE.
Q:
What are the proposals on which the Alon stockholders are being asked to vote and what is the recommendation of the board of directors of Alon with respect to each proposal?
A:
At the Alon special meeting, Alon stockholders are being asked to:

4


consider and vote on the Alon merger proposal;
consider and vote on a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Alon’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement, which is referred to as the “non-binding compensation advisory proposal”; and
consider and vote on a proposal to adjourn the Alon special meeting, if necessary or appropriate in the judgment of the Alon Board, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Alon merger proposal, which is referred to as the “Alon adjournment proposal.”
The Special Committee of the Alon Board, referred to as the “Special Committee”, has unanimously determined that the merger agreement, the Alon Merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Alon and its stockholders other than Delek, HoldCo, Delek Merger Sub and Alon Merger Sub (referred to as the “Disinterested Stockholders”), and has unanimously approved the merger agreement and the transactions contemplated thereby. Upon the recommendation of the Special Committee, the Alon Board, with Messrs. Yemin, Ginzburg, Green, Smith and Soreq recusing themselves, has determined and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Alon and the Disinterested Stockholders; has approved the merger agreement, the Alon Merger and the other transactions contemplated by the merger agreement.
The Alon Board unanimously recommends a vote “FOR” each of the proposals referred to above.
You may also be asked to act on other business, if any, that may properly come before the Alon special meeting or any adjournment or postponement thereof by or at the direction of the Alon Board. Alon currently does not contemplate that any other business will be presented at the special meeting of Alon stockholders.
Q:
What vote is required to approve the proposals being presented at the special meeting of Alon stockholders?
A:
Approval of the Alon merger proposal requires the affirmative vote, in person or by proxy, of holders of (i) a majority of the outstanding shares of Alon common stock entitled to vote on the proposal (the “Alon Common Stockholder Approval”) and (ii) a majority of the issued and outstanding shares of Alon common stock beneficially owned by the holders of Alon common stock other than Delek, HoldCo, Delek Merger Sub, Alon Merger Sub and their respective affiliates (the “Alon Disinterested Stockholder Approval”).
Approval of the non-binding compensation advisory proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Alon common stock entitled to vote on the proposal which have actually been voted.

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If a quorum is present, approval of the Alon adjournment proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Alon common stock entitled to vote on the proposal which have actually been voted. If a quorum is not present, approval of the Alon adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Alon common stock present in person or by proxy and entitled to vote on the proposal.
Q:
Is approval of the “Alon non-binding compensation advisory proposal” a condition to the completion of the Alon Merger?
A:
Approval of the Alon non-binding compensation advisory proposal is not a condition to the completion of the Alon Merger. The vote with respect to the Alon non-binding compensation advisory proposal is an advisory vote and, accordingly, will not be binding on Alon, Delek or HoldCo. Further, the underlying plans and arrangements are contractual in nature and are not, by their terms, subject to Alon stockholder approval. Accordingly, regardless of the outcome of the non-binding advisory vote, if the merger agreement is adopted by the Alon stockholders and the Alon Merger is completed, Alon’s named executive officers will receive the “golden parachute compensation” to which they may be, or may become, entitled.
Q:
What is the effect if these proposals are not approved by the requisite votes at the special meetings?
A:
If the New Delek share issuance proposal is not approved by the requisite vote at the special meeting of Delek’s stockholders, or if the Alon merger proposal is not approved by the requisite vote at the special meeting of Alon’s stockholders, then the transaction will not occur.
Accordingly, the exchange of Delek common stock and Alon common stock for New Delek common stock described in this joint proxy statement/prospectus would not occur, and Alon would remain an independent public company and its common stock will continue to be listed and traded on the NYSE. If the merger agreement is terminated under specified circumstances, either Delek or Alon (depending on the circumstances) may be required to pay the other party a termination fee, reverse termination fee or other termination-related payment. See the section titled “The Merger Agreement – Termination” of this joint proxy statement/prospectus for a discussion of these and other rights of each of Delek and Alon to terminate the merger agreement.
Q:    Who is entitled to vote at the special meetings?
A:
The board of directors of each of Delek and Alon have fixed May 26, 2017 as the record date for each of the special meetings. If you were a Delek stockholder or a Alon stockholder at the close of business on the record date, you are entitled to receive notice of, and vote at, your company’s special meeting.

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Q:    If I am a Delek stockholder, how many votes do I have?
A:
If you are a Delek stockholder, on each of the proposals that will be voted upon at the Delek special meeting, you will be entitled to one vote per share of Delek common stock that you owned as of the record date. As of the close of business on the record date, there were 62,032,476 shares of Delek common stock outstanding and entitled to vote. As of that date, approximately 1.70% of the outstanding shares of Delek common stock were held by the directors and executive officers of Delek.
Q:    If I am an Alon stockholder, how many votes do I have?
A:
If you are a holder of Alon common shares, on each of the proposals that will be voted upon at the Alon special meeting, you will be entitled to one vote per share of Alon common stock that you owned as of the record date. As of the close of business on the record date, there were 71,887,309 shares of Alon common stock outstanding and entitled to vote. As of that date, approximately 8.7% of the outstanding shares of Alon common stock were held by the directors and executive officers of Alon.
Q:
Are any Delek stockholders already committed to vote in favor of the New Delek share issuance proposal?
A:
No. No voting and support agreements known to Delek or Alon have been entered into which require Delek stockholders to vote in favor of the New Delek share issuance proposal.
Q:
Are any Alon stockholders already committed to vote in favor of the Alon merger proposal?
A:
Yes. On January 2, 2017, David Wiessman and Mr. Wiessman’s controlled entity, D.B.W. Holdings (2005) Ltd., entered into a voting and support agreement with Delek. As of that date, Wiessman beneficially owned 175,100 shares of Alon common stock and D.B.W. Holdings (2005) Ltd. owned 2,335,441 shares of Alon common stock, representing approximately 3.5% of the outstanding shares of Alon common stock. In addition, on January 2, 2017, Jeff Morris and his spouse Karen Morris entered into a voting and support agreement with Delek. On that date, Mr. Morris and his spouse beneficially owned 1,669,347 shares of Alon common stock and was deemed to beneficially own an additional 232,694 shares of Alon common stock issuable upon exchange of shares of Alon Assets, Inc., collectively representing approximately 2.65% of the outstanding shares of Alon common stock. Finally, on January 2, 2017, Delek entered into a voting and support agreement with Alon. As of that date, Delek owned 33,691,292 shares of Alon common stock representing approximately 47% of the outstanding shares of Alon common stock. The three voting agreements are attached as Annexes C, D and E to this joint proxy statement/prospectus. Each of the voting agreements requires the Alon stockholder party thereto to vote in favor of the Alon merger proposal.

7


Q:    What constitutes a quorum for each special meeting?
A:
Holders of a majority of the outstanding shares of Delek common stock entitled to vote at the Delek special meeting, represented in person or by proxy, will constitute a quorum for the Delek special meeting.
Holders of a majority of the outstanding shares of Alon common stock entitled to vote at the Alon special meeting, represented in person or by proxy, will constitute a quorum for the Alon special meeting.
Q:    Who can attend each special meeting?
A:
If you held shares of Delek’s common stock or Alon common shares as of the record date, you may attend your company’s special meeting. If you are a beneficial owner of such shares held in “street name,” you must provide evidence of your ownership of such shares, which you can obtain from your broker, bank or other nominee, in order to attend your company’s special meeting.
Q:    What if my bank, broker or other nominee holds my shares in “street name”?
A:
If a bank, broker or other nominee holds your shares for your benefit but not in your own name, such shares are in “street name.” In that case, your bank, broker or other nominee will send you a voting instruction form to use in order to instruct the vote of your shares. The availability of telephone and Internet voting instruction depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form they send you. If your shares are held in the name of your bank, broker or other nominee and you wish to vote in person at your company’s special meeting, you must contact your bank, broker or other nominee and request a document called a “legal proxy.” You must bring this legal proxy to the special meeting in order to vote in person. Your bank, broker or other nominee will not vote your shares unless you provide instructions on how to vote.
Q:
If I am a Delek stockholder, how do I vote?
A:
If you are a holder of record of shares of Delek common stock as of the close of business on the record date, you may submit your proxy before the Delek special meeting in one of the following ways:
By Internet. Use the Internet at http://www.proxyvote.com to transmit your voting instructions and for the electronic delivery of information. To ensure your shares are voted, please transmit your voting instructions by 11:59 P.M. Eastern Time on June 28, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. The availability of Internet voting instruction for beneficial owners holding shares of Delek common stock in street name will depend on the voting process of your broker, bank or other nominee. Please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

8


By Phone. Use any touch-tone telephone to dial 1-800-290-6903 to transmit your voting instructions. To ensure your shares are voted, please transmit your voting instructions by 11:59 P.M. Eastern Time on June 28, 2017. Have your proxy card in hand when you call and then follow the instructions. If you submit a proxy by telephone, do not return your proxy card. The availability of telephone voting instruction for beneficial owners holding shares of Delek common stock in street name will depend on the voting process of your broker, bank or other nominee. Please follow the voting instructions in the materials you receive from your broker, bank or other nominee.
By Mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
In addition, all stockholders may vote in person at the Delek special meeting. For additional information on voting procedures, see “The Delek Special Meeting of Stockholders” beginning on page 65.
After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instructions as soon as possible even if you plan to attend the Delek special meeting.
Q:
If I am a Alon stockholder, how do I vote?
A:
If you are a holder of record of shares of Alon common stock as of the close of business on the record date, you may submit your proxy before the Alon special meeting in one of the following ways:
By Internet. Use the Internet at http://www.proxyvote.com to transmit your voting instructions and for the electronic delivery of information. To ensure your shares are voted, please transmit your voting instructions by 11:59 P.M. Eastern Time on June 27, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. The availability of Internet voting instruction for beneficial owners holding shares of Alon common stock in street name will depend on the voting process of your broker, bank or other nominee. Please follow the voting instructions in the materials you receive from your broker, bank or other nominee.
By Phone. Use any touch-tone telephone to dial 1-800-690-6903 to transmit your voting instructions. To ensure your shares are voted, please transmit your voting instructions by 11:59 P.M. Eastern Time on June 27, 2017. Have your proxy card in hand when you call and then follow the instructions. If you submit a proxy by telephone, do not return your proxy card. The availability of telephone voting instruction for beneficial owners holding shares of Alon common stock in street name will depend on the voting process of your broker, bank or other nominee. Please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

9


By Mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
In addition, all stockholders may vote in person at the Alon special meeting. For additional information on voting procedures, see “The Alon Special Meeting of Stockholders” beginning on page 70.
After reading and carefully considering the information contained in this joint proxy statement/prospectus, please submit your proxy or voting instructions as soon as possible even if you plan to attend the Alon special meeting.
Q:    What do I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are held in more than one name, you will receive more than one proxy card. You may also receive multiple copies of this joint proxy statement/prospectus if you are a stockholder of Delek and Alon. Please complete, sign, date and return each proxy card and voting instruction card you receive, or you may submit a proxy by telephone or Internet by following the instructions on your proxy card.
Q:    How will my proxy be voted?
A:
If you submit a proxy or voting instructions by completing, signing, dating and mailing your proxy card or voting instruction card, or by Internet or by telephone, your shares will be voted in accordance with your instructions. If you are a stockholder of record as of the record date and you sign, date, and return your proxy card but do not indicate how you want to vote on any particular proposal and do not indicate that you wish to abstain with respect to that proposal, the shares of Delek common stock represented by your proxy will be voted as recommended by the Delek Board with respect to that proposal or the shares of Alon common stock represented by your proxy will be voted as recommended by the Alon Board with respect to that proposal.
Q:    What if I mark “abstain” when voting or do not vote on the proposals?
A:
If you fail to vote in person or by proxy any shares for which you are the record owner as of the record date or fail to instruct your broker or other nominee on how to vote the shares you hold in street name in each case with respect to any of the proposals, your shares will not be counted as present in determining whether a quorum is present at your company’s special meeting. “Broker non-votes,” if any-which in the case of each of the special meetings is only expected to occur if you instruct your broker or other nominee on how to vote on one but not all proposals-will be counted as present in determining whether a quorum is present at your company’s special meeting.

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If you mark abstain when voting, your shares will still be counted as present in determining whether a quorum is present at your company’s special meeting.
If you are a Delek stockholder, because the New Delek share issuance proposal requires the affirmative vote of the majority of the votes cast by holders of shares of Delek common stock present in person or represented by proxy and entitled to vote at the special meeting, if you fail to vote or abstain from voting on the New Delek share issuance proposal, it will have no effect with respect to the New Delek share proposal. Broker non-votes, if any, will also have no effect on the New Delek share proposal. If you are a Delek stockholder and fail to vote, it will have no effect on the Delek adjournment proposal; however, if you abstain from voting, it and any broker non-votes will have the same effect as a vote against the Delek adjournment proposal.
If you are a holder of Alon common stock, the Alon merger proposal requires (i) the Alon Common Stockholder Approval and (ii) the Alon Disinterested Stockholder Approval. If you fail to vote or abstain with respect to the Alon merger proposal, it and any broker non-votes will have the same effect as a vote “AGAINST” the Alon merger proposal. 
Each of the Alon non-binding compensation advisory proposal and the Alon adjournment proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Alon common stock entitled to vote on the proposal which have actually been voted. If you abstain from voting with respect to either proposal, it and any broker non-votes will have the same effect as a vote “AGAINST” either proposal. If you fail to vote with respect to either proposal, you will not be counted as present for purposes of a quorum with respect to either proposal, and it will have no effect on either proposal, assuming that a quorum is otherwise present.
If a quorum is present, the Alon adjournment proposal requires the affirmative vote of the holders of a majority of all votes cast by holders of Alon common stock. Therefore, if a quorum is present and you fail to vote or abstain from voting on the proposal, it and any broker non-votes will have no effect with respect to the Alon adjournment proposal.
If a quorum is not present, the Alon adjournment proposal requires the affirmative vote of the holders of a majority of the outstanding shares Alon common stock, present or represented by proxy, and entitled to vote on the proposal. Therefore, if a quorum is not present and you fail to vote, it and any broker non-votes will have no effect with respect to the Alon adjournment proposal. If, however, you abstain from voting on the proposal, it will have the same effect as a vote “AGAINST” the Alon adjournment proposal.

Q:    Can I change my vote after I have submitted a proxy or voting instruction card?
A:
Yes. If you are a stockholder of record as of the record date you can change your vote at any time before your proxy is voted at the special meeting of your respective company. If you are a beneficial owner, please follow the instructions in the materials you receive from your broker, bank or other nominee regarding how to change your vote. Stockholders of record can change their vote in one of three ways:

11


you can send a signed notice of revocation to the Secretary of Delek or Alon, as appropriate;

you can submit a revised proxy bearing a later date by mail, or by Internet or telephone as described above, provided that, to ensure your new vote is counted, please submit any revised proxy that is submitted by Internet or telephone within the timeframe described above; or

you can attend your company’s special meeting and vote in person, which will automatically cancel any proxy previously given, though your attendance alone will not revoke any proxy that you have previously given.

Q:
If I am a Delek stockholder, will I be required to exchange my shares in connection with the transaction?
A:
If you hold shares of Delek common stock electronically through a broker, upon completion of the Delek Merger, you will automatically receive “book-entry” securities representing an equal number of shares of New Delek common stock as the number of shares of Delek common stock that you electronically held through your broker prior to the Delek Merger. However, if you hold shares of Delek common stock in certificated form, after completion of the Delek Merger, you will be entitled to the same number of shares of New Delek common stock, but will be requested by the exchange agent, American Stock Transfer & Trust Company LLC, to exchange your Delek common stock certificates for certificates or “book-entry” securities representing an equal number of shares of New Delek common stock.
Q:    What happens if I sell my shares of common stock before the special meeting?
A:
The record dates for the Delek special meeting and the Alon special meeting are earlier than the date that the Mergers will be completed. If you transfer your Delek or Alon shares after the Delek or Alon special meeting record dates but before the Delek or Alon special meetings, you will retain your right to vote at the Delek or Alon special meetings, respectively, but will have transferred the right to receive the merger consideration in the Mergers. In order to receive the merger consideration, you must hold your shares through the effective date of the Mergers.
Q:    Who will solicit and pay the cost of soliciting proxies?
A:
Delek and Alon have each separately retained Morrow Sodali, LLC, which is referred to as Morrow Sodali, to assist in the solicitation process. Delek and Alon will each pay Morrow Sodali a fee of approximately $12,500, plus customary solicitation charges, as well as reasonable and documented out-of-pocket expenses. Delek and Alon each also agreed to indemnify Morrow Sodali against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

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Q:    If I am an Alon stockholder, should I send in my certificates now?
A:
No. If you hold certificates representing Alon common stock, American Stock Transfer & Trust Company LLC, the exchange agent selected to handle the exchange of shares of Alon common stock for the merger consideration, will send you written instructions informing you how to exchange your shares.
Q:
Are there any risks that I should consider?
A:
Yes. There are risks associated with all business combinations, including the proposed transaction. There are also risks associated with the combined company’s business and the ownership of shares of the combined company’s common stock. We have described certain of these risks and other risks in more detail under “Risk Factors” beginning on page 49.
Q:
Are Delek or Alon stockholders entitled to appraisal rights?
A:
No.
Q:
What are the material U.S. federal income tax consequences of the Mergers to holders of Delek common stock and Alon common stock?
A:
The obligation of Delek to complete the Mergers is conditioned upon the receipt by Delek of an opinion from Baker Botts L.L.P., counsel to Delek, to the effect that (i) the Delek Merger will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and (ii) the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, taken together with the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code. The obligation of Alon to complete the Mergers is conditioned upon the receipt by Alon of an opinion from Vinson & Elkins LLP, counsel to Alon, to the effect that the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, taken together with the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code. See "SummaryKey Terms of the Merger AgreementConditions to the Completion of the Mergers."
Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Mergers,” the U.S. federal income tax consequences of the Mergers to U.S. holders and non-U.S. holders (each as defined in “Material U.S. Federal Income Tax Consequences of the Mergers”) of Delek common stock or Alon common stock will generally be as follows:

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U.S. holders and non-U.S. holders of Delek common stock will not recognize gain or loss upon the exchange of their Delek common stock for New Delek common stock pursuant to the Delek Merger.

U.S. holders of Alon common stock who receive New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger will not recognize any loss and will only recognize gain to the extent of cash received in lieu of a fractional share of New Delek common stock as discussed in “Material U.S. Federal Income Tax Consequences of the Mergers-Tax Consequences to U.S. Holders of Alon Common Stock.”

Non-U.S. holders of Alon common stock who receive New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger will not recognize any loss in connection with the Alon merger and will only recognize gain in limited circumstances as discussed in “Material U.S. Federal Income Tax Consequences of the
Mergers-Tax Consequences to Non-U.S. Holders of Alon Common Stock.”

Each Delek stockholder and Alon stockholder should read the discussion under “Material U.S. Federal Income Tax Consequences of the Mergers” for a more complete discussion of the U.S. federal income tax consequences of the Mergers. Tax matters can be complicated, and the tax consequences of the Mergers to a particular Delek stockholder or Alon stockholder will depend on such stockholder’s particular facts and circumstances. Delek stockholders and Alon stockholders should consult their own tax advisors to determine the specific consequences to them of the Mergers.

Q:
Who can help answer my questions?
A:
Delek or Alon stockholders who have questions about the Mergers, the New Delek share issuance or the other matters to be voted on at the special meetings or desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:
If you are a Delek stockholder:
MORROW SODALI, LLC
470 West Avenue
Third Floor
Stamford, CT 06902
Stockholders Call Toll-Free: (800) 662-5200
International Callers: +1 (203) 658-9400
E-mail: DK@morrowsodali.com

 
If you are an Alon stockholder:
MORROW SODALI, LLC
470 West Avenue
Third Floor
Stamford, CT 06902
Stockholders Call Toll-Free: (800) 662-5200
International Callers: +1 (203) 658-9400
E-mail: ALJ@morrowsodali.com



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SUMMARY
This summary highlights selected information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that may be important to you. Accordingly, we encourage you to read this joint proxy statement/prospectus carefully and in its entirety, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus. The page references have been included in this summary to direct you to a more complete description of the topics presented below. See “Where You Can Find More Information” beginning on page 255.
Parties to the Transaction (Page 78)
Delek US Holdings, Inc.
Delek US Holdings, Inc. is an integrated downstream energy business focused on petroleum refining, the wholesale distribution of refined products and, prior to August 2016, convenience store retailing. Prior to August 2016, Delek aggregated its operating units into three reportable segments: refining, logistics and retail. However, in November 2016, Delek sold its retail related assets, including MAPCO Express, Inc. and certain related affiliated companies.
Delek’s refining segment operates refineries in Tyler, Texas and El Dorado, Arkansas with a combined design crude throughput capacity of 155,000 barrels per day (“bpd”). Delek’s logistics segment gathers, transports and stores crude oil and markets, distributes, transports and stores refined products in select regions of the southeastern United States and west Texas for its refining segment and third parties.
Delek owns a 60.7% limited partner interest in Delek Logistics Partners, LP (NYSE: DKL) and a 94.9% interest in the entity that owns the entire 2.0% general partner interest in Delek Logistics and all of the incentive distribution rights. A substantial majority of Delek Logistics’ assets are currently integral to Delek’s refining and marketing operations. Delek also owns a non-controlling equity interest of approximately 47% of the outstanding shares of common stock of Alon.
Delek’s common stock is traded on the NYSE under the trading symbol “DK.” Delek’s principal executive office is located at 7102 Commerce Way, Brentwood, Tennessee 37027 (telephone number (615) 771-6701).
Additional information about Delek and its subsidiaries is included in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255.
Alon USA Energy, Inc.
Alon USA Energy, Inc. is an independent refiner and marketer of petroleum products, operating primarily in the South Central, Southwestern and Western regions of the United States. Alon owns 100% of the general partner and 81.6% of the limited partner interests in Alon USA

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Partners, LP (NYSE: ALDW), which owns a crude oil refinery in Big Spring, Texas, with a crude oil throughput capacity of 73,000 bpd and an integrated wholesale marketing business. In addition, Alon directly owns a crude oil refinery in Krotz Springs, Louisiana, with a crude oil throughput capacity of 74,000 bpd. Alon also owns crude oil refineries in California, which have not processed crude oil since 2012. Alon owns a majority interest in a renewable fuels project in California, with a throughput capacity of 3,000 bpd. Alon is a marketer of asphalt, which Alon distributes primarily through asphalt terminals located predominately in the Southwestern and Western United States. Alon is the largest 7-Eleven licensee in the United States and operates approximately 300 convenience stores which also market motor fuels in Central and West Texas and New Mexico.
Alon’s common stock is traded on the NYSE under the trading symbol “ALJ.” Alon’s principal executive office is located at 12700 Park Central Drive, Suite 1600, Dallas, Texas 75251 (telephone number (972) 367-3600).
Additional information about Alon and its subsidiaries is included in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255.
Delek Holdco, Inc.
Delek Holdco, Inc., which we refer to as “HoldCo,” is a direct, wholly owned subsidiary of Delek formed solely to effect the combination of Delek and Alon by merging Delek Merger Sub, its direct, wholly owned subsidiary, with and into Delek, and merging Alon Merger Sub, its direct, wholly owned subsidiary, with and into Alon, in each case, as provided for in the merger agreement. HoldCo has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.
Following the completion of the transaction, HoldCo will be the parent company of Delek and Alon and will be named “Delek US Holdings, Inc.” The New Delek common stock issued by HoldCo in the Mergers is expected to be listed for trading on the NYSE under Delek’s ticker symbol, “DK.”
HoldCo’s principal executive office is located at 7102 Commerce Way, Brentwood, Tennessee 37027 (telephone number (615) 771-6701).
Dione Mergeco, Inc.
Dione Mergeco, Inc., which we refer to as “Delek Merger Sub,” is a direct, wholly owned subsidiary of HoldCo formed solely for the purpose of consummating the merger of Delek Merger Sub with and into Delek, as provided for in the merger agreement. Delek Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.
Delek Merger Sub’s principal executive office is located at 7102 Commerce Way, Brentwood, Tennessee 37027 (telephone number (615) 771-6701).

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Astro Mergeco, Inc.
Astro Mergeco, Inc., which we refer to as “Alon Merger Sub,” is a direct, wholly owned subsidiary of HoldCo formed solely for the purpose of consummating the merger of Alon Merger Sub with and into Alon, as provided for in the merger agreement. Alon Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.
Alon Merger Sub’s principal executive office is located at 7102 Commerce Way, Brentwood, Tennessee 37027 (telephone number (615) 771-6701).
The Transaction (Page 81)
On January 2, 2017, Delek, Alon, HoldCo, Delek Merger Sub and Alon Merger Sub entered into an Agreement and Plan of Merger, referred to as the “merger agreement”, providing for a strategic business combination of Delek and Alon.
Under the terms and subject to the conditions set forth in the merger agreement, in the Delek Merger, Delek Merger Sub will merge with and into Delek, with Delek surviving as a wholly owned subsidiary of HoldCo, a new holding company formed by Delek. In addition, in the Alon Merger, Alon Merger Sub will merge with and into Alon, with Alon surviving. We refer to the Delek Merger and the Alon Merger together as the “Mergers.” If the Mergers are completed:
Delek’s stockholders will receive one share of HoldCo common stock, par value $0.01 per share, referred to as “New Delek common stock”, for each issued and outstanding share of Delek common stock that they own immediately prior to the effective time of the Delek Merger; and
Alon’s stockholders (other than Delek or any subsidiary of Delek), will be entitled to receive 0.504, which is referred to as the “exchange ratio,” shares of New Delek common stock for each issued and outstanding share of Alon common stock that they own immediately prior to the effective time of the Alon Merger, with cash paid in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Mergers.
Each New Delek share will be issued in accordance with, and subject to the rights and obligations of, the amended and restated certificate of incorporation of HoldCo, which will be substantially similar to the second amended and restated certificate of incorporation of Delek immediately prior to the effective time of the Delek Merger.
For a comparison of the rights of a holder of shares of New Delek common stock as compared to a holder of Alon common stock, please see “Comparison of the Rights of Holders of New Delek Common Stock and Alon Common Stock” beginning on page 231.
The Delek surviving entity will have the name “Delek US Holdings, Inc.” and the New Delek common stock is expected to be listed for trading on the NYSE under Delek’s current ticker

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symbol, “DK.” It is currently expected that the former Delek stockholders will hold approximately 76%, and the former Alon stockholders (other than Delek) will hold approximately 24%, of the outstanding shares of New Delek common stock immediately following the closing of the transaction. The structure of the transaction is depicted below (47% and 53% refer to approximate percentages of outstanding Alon common stock):

image9.jpg

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image10.jpg
image11.jpg

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image12.jpg

The Delek Special Meeting of Stockholders (Page 65)
The special meeting of Delek stockholders will be held at Franklin Marriott Cool Springs, Arabian Room, 700 Cool Springs Boulevard, Franklin, Tennessee 37067, on June 29, 2017 at 8:30 a.m., local time. The purpose of the Delek special meeting is to consider and vote on the New Delek share issuance proposal and the Delek adjournment proposal.
Approval of the New Delek share issuance proposal is a condition to the obligation of Delek and Alon to complete the Mergers. The approval of the Delek adjournment proposal is not a condition to the obligation of either Delek or Alon to complete the Mergers.
Only holders of record of shares of Delek common stock at the close of business on May 26, 2017, the record date for the Delek special meeting, will be entitled to notice of, and to vote at, the Delek special meeting or any adjournments or postponements thereof.
Stockholders who hold at least a majority of the shares of Delek common stock issued and outstanding as of the close of business on the record date and who are entitled to vote must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the Delek special meeting.
Approval of the New Delek share issuance proposal requires the affirmative vote of the majority of the votes cast by holders of shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting. If you fail to vote or abstain

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from voting on the New Delek share issuance proposal, it and any broker non-votes will have no effect with respect to the New Delek share proposal.
Approval of the Delek adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting. If you are a Delek stockholder and fail to vote, it will have no effect on the Delek adjournment proposal; however, if you abstain from voting, it and any broker non-votes will have the same effect as a vote "AGAINST" the Delek adjournment proposal.
The Alon Special Meeting of Stockholders (Page 70)
The special meeting of Alon stockholders will be held at 12712 Park Central Drive, Conference Room 1, Dallas, Texas 75251, on June 28, 2017 at 3:00 p.m., local time. The purpose of the Alon special meeting is to consider and vote on the Alon merger proposal, the Alon non-binding compensation advisory proposal and the Alon adjournment proposal.
Approval of the Alon merger proposal is a condition to the obligation of Delek and Alon to complete the Mergers. The approval of the Alon non-binding compensation advisory proposal and the Alon adjournment proposal are not conditions to the obligation of either Delek or Alon to complete the Mergers.
Only holders of record of issued and outstanding shares of Alon common stock as of the close of business on May 26, 2017, the record date for the Alon special meeting, are entitled to notice of, and to vote at, the Alon special meeting or any adjournment or postponement of the Alon special meeting.
A majority of the shares entitled to vote at the special meeting must be present in person or by proxy at the special meeting in order to constitute a quorum. If a stockholder submits a properly executed proxy card or votes by telephone or the Internet, such stockholder will be considered part of the quorum.
Approval of the Alon merger proposal requires (i) the Alon Common Stockholder Approval and (ii) the Alon Disinterested Stockholder Approval.
Approval of the Alon non-binding compensation advisory proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Alon common stock entitled to vote on the proposal which have actually been voted.
If a quorum is present, approval of the Alon adjournment proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Alon common stock entitled to vote on the proposal which have actually been voted.
If a quorum is not present, approval of the Alon adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Alon common stock present in person or by proxy and entitled to vote on the proposal.

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If you fail to vote or abstain with respect to the Alon merger proposal, it and any broker non-votes will have the same effect as a vote “AGAINST” the proposal.
If you abstain from voting with respect to the Alon non-binding compensation advisory proposal or the Alon adjournment proposal, it and any broker non-votes will have the same effect as a vote “AGAINST” either proposal. If you fail to vote with respect to either proposal, you will not be counted as present for purposes of a quorum with respect to either proposal, and it will have no effect on either proposal, assuming that a quorum is otherwise present.
If a quorum is present, the Alon adjournment proposal requires the affirmative vote of the holders of a majority of all votes cast by holders of Alon common stock. Therefore, if a quorum is present and you fail to vote or abstain from voting on the proposal, it and any broker non-votes will have no effect with respect to the Alon adjournment proposal.
If a quorum is not present, the Alon adjournment proposal requires the affirmative vote of the holders of a majority of shares of Alon common stock present in person or by proxy at the special meeting and entitled to vote on the proposal. Therefore, if a quorum is not present and you fail to vote, it and any broker non-votes will have no effect on Alon adjournment proposal. If a quorum is not present and you abstain from voting, it will have the same effect as a vote “AGAINST” the Alon adjournment proposal.

Delek’s Reasons for the Transaction and Recommendation of the Delek Board (Page 118)

The Delek Board has unanimously determined that the merger agreement, the Mergers and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Delek and its stockholders; has unanimously approved the merger agreement, the Mergers and the other transactions contemplated by the merger agreement, including the issuance of shares of New Delek common stock in connection with the Alon Merger; and unanimously recommends that Delek stockholders vote “FOR” the issuance of New Delek common stock in connection with the Alon Merger and “FOR” the Delek adjournment proposal, each described further in this joint proxy statement/prospectus.
The Delek Board considered many factors in making its determination that the merger agreement, the Merger and the others transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Delek and its stockholders. For a more complete discussion of these factors, see “The Mergers—Delek’s Reasons for the Mergers and New Delek Share Issuance; Recommendation of the Delek Board” beginning on page 118.

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Alon’s Reasons for the Transaction; Recommendations of the Special Committee and the Alon Board (Page 135)
On January 2, 2017, the Special Committee, consisting of directors of Alon who are independent from Delek, and with the advice and assistance of its financial and legal advisors, unanimously determined that the merger agreement, the Alon Merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Alon and the Disinterested Stockholders and unanimously approved, and recommended that the Alon Board approve, the merger agreement, the voting agreement to which Alon is a party and the transactions contemplated thereby. On the unanimous recommendation of the Special Committee, the Alon Board, with Messrs. Ezra Uzi Yemin, Assaf Ginzburg, Frederec Green, Mark D. Smith and Avigal Soreq, each an executive officer of Delek, recusing themselves, determined and declared that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Alon and the Disinterested Stockholders; approved the merger agreement, the voting agreement to which Alon is a party, the Alon Merger and the other transactions contemplated by the merger agreement and the voting agreements to which Alon is a party; directed that the merger agreement and the Alon Merger be submitted to Alon’s stockholders for approval; and resolved to recommend that Alon stockholders vote “FOR” the adoption of the merger agreement and the approval of the transactions contemplated thereby, including the Alon Merger, and “FOR” each of the other proposals described in this joint proxy statement/prospectus.
The Special Committee considered many factors in making its determination that the merger agreement, the Alon Merger and the others transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Alon and the Disinterested Stockholders. For a more complete discussion of these factors, see “The Mergers—Alon’s Reasons for the Transaction; Recommendations of the Special Committee and the Alon Board” beginning on page 135.
Opinion of Delek’s Financial Advisor (Page 122)
The Delek Board engaged Tudor, Pickering, Holt & Co. Securities, Inc. (“TPH”) to act as Delek’s financial advisor for purposes of the proposed transactions. On December 29, 2016, TPH delivered an opinion to the Delek Board as to the fairness, from a financial point of view, to Delek of the merger consideration to be paid pursuant to the merger agreement. For purposes of TPH’s opinion, the term “merger consideration” means the exchange ratio provided for in the Alon Merger of 0.504 shares of New Delek common stock for each outstanding share of Alon common stock (other than Alon common stock held by Delek or any subsidiary of Delek).
The full text of TPH’s written opinion, dated December 29, 2016, is attached as Appendix F to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. We encourage you to read the opinion carefully in its entirety for a description of, among other things, the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken. TPH’s opinion was provided to the Delek Board in connection with the Delek Board’s consideration of the merger agreement, does not address any other aspect of the merger agreement or the transactions and does not constitute a recommendation as to how Delek, the Delek Board, Alon, the Alon Board or any committee thereof, any holder of interests in Delek,

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HoldCo or Alon or any other person should act or vote with respect to such transactions or any other matter. See “The Mergers—Opinion of Delek’s Financial Advisor” beginning on page 122.
Opinion of Alon’s Financial Advisor (Page 141)
Alon retained J.P. Morgan Securities LLC (“J.P. Morgan”) to act as financial advisor to the Special Committee in connection with the proposed Mergers. At the meeting of the Special Committee on January 2, 2017, J.P. Morgan rendered its oral opinion to the Special Committee that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing the opinion, the exchange ratio in the proposed Mergers was fair, from a financial point of view, to the holders of Alon common stock. J.P. Morgan confirmed this oral opinion by delivering its written opinion to the Special Committee, dated January 2, 2017.
The full text of the written opinion of J.P. Morgan, dated January 2, 2017, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan, is attached as Annex F to this joint proxy statement/prospectus and is incorporated herein by reference. Alon’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Special Committee (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Mergers and was directed only to the exchange ratio in the proposed Mergers and did not address any other aspect of the proposed Mergers. Further, the opinion does not constitute a recommendation to any stockholder of Alon as to how such stockholder should vote or act with respect to the proposed Mergers or any other matter. For a description of the opinion that the Special Committee received from J.P. Morgan, see “The Mergers—Opinion of Financial Advisor to the Alon Special Committee” beginning on page 141 of this joint proxy statement/prospectus.

Key Terms of the Merger Agreement (Page 179)
Conditions to the Completion of the Mergers
Under the merger agreement, the respective obligations of Delek, Alon, HoldCo, Delek Merger Sub and Alon Merger Sub to complete the Mergers are subject to the satisfaction at or prior to the effective time of the Delek Merger, of the following conditions:
Stockholder Approval. The New Delek share issuance proposal must have been approved in accordance with the stockholder approval requirement Section 312.03 of the NYSE Listed Company Manual, and the Alon merger proposal must have been approved by (i) the Alon Common Stockholder Approval and (ii) the Alon Disinterested Stockholder Approval.
Regulatory Approval. All applicable waiting and other time periods under antitrust laws, including the Hart-Scott-Rodino Antitrust Improvements Act, or “HSR Act,” must have expired, lapsed or been terminated and all regulatory clearances must have been obtained.

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Governmental Approvals. All necessary filings, consents or approvals from any governmental authority required to be made or obtained in connection with the execution and delivery of the merger agreement and the consummation of the Mergers must have been made or obtained, except where the failure to do so could not be reasonably likely to result in a material adverse effect with respect to Delek or Alon.
NYSE Listing. The New Delek common stock to be issued in connection with the Mergers must have been approved for listing on the NYSE.
Effective Registration Statement. The registration statement of which this joint proxy statement/prospectus forms a part must be effective as declared by the SEC.
No Injunction. No order of any court or agency can be in effect, and no law or other legal proceeding by a government authority can prohibit the Mergers or impose any material restriction on the Mergers, Delek or Alon.
Under the merger agreement, the obligations of Delek, HoldCo, Delek Merger Sub and Alon Merger Sub to complete the Mergers are subject to the satisfaction or waiver of the following additional conditions:
specified representations and warranties of Alon regarding aspects of its capitalization, the absence of certain changes, and the approvals required under state takeover laws must be true and correct as of the date of the merger agreement and as of the closing as though made on and as of such date (except to the extent expressly made as of another date, in which case as of such other date), except for such inaccuracies as would not in the aggregate be material in amount or effect;
the remaining representations and warranties of Alon regarding its capitalization must be true and correct, other than small inaccuracies, as of the date of the merger agreement and as of the closing as though made on and as of such date (except to the extent expressly made as of another date, in which case as of such other date);
specified representations and warranties of Alon regarding due organization, corporate authority, and accuracy of certain information provided about Alon must be true and correct in all material respects as of the date of the merger agreement and as of the closing as though made on and as of such date (except to the extent expressly made as of another date, in which case as of such other date);
the other representations and warranties of Alon must be true and correct, without regard to materiality, material adverse effect, or similar qualifiers, as of the date of the merger agreement and as of the closing as though made on and as of such date and time (except to the extent expressly made as of another date, in which case as of such other date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect;

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Alon must have performed and complied with in all material respects all of its obligations under the merger agreement;
Delek must have received a certificate signed by an executive officer of Alon that the foregoing closing conditions have been satisfied; and
Delek must have received a tax opinion to the effect that (i) the Delek Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and (ii) the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, taken together with the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code. In the event that Delek waives the condition to receive such tax opinion and the consequences of not receiving such opinion would be material to the Delek stockholders, Delek will call an additional special meeting in order to resolicit the vote of the Delek stockholders to approve the New Delek share issuance proposal. Additionally, in the event that Delek waives the condition to receive such tax opinion, Delek will request a revised fairness opinion from TPH.
Under the merger agreement, the obligation of Alon to complete the Mergers is subject to the satisfaction or waiver of the following additional conditions:
specified representations and warranties of Delek regarding the absence of certain changes, and the approvals required under state takeover laws must be true and correct as of the date of the merger agreement and as of the closing as though made on and as of such date (except to the extent expressly made as of another date, in which case as of such other date), except for such inaccuracies as would not in the aggregate be material in amount or effect;
the representations and warranties of Delek regarding its capitalization must be true and correct, other than small inaccuracies, as of the date of the merger agreement and as of the closing as though made on and as of such date (except to the extent expressly made as of another date, in which case as of such other date);
certain representations and warranties of Delek regarding due organization, organizational documents and corporate authority must be true and correct in all material respects as of the date of the merger agreement and as of the closing as though made on and as of such date (except to the extent expressly made as of another date, in which case as of such other date);
the other representations and warranties of Delek must be true and correct, without regard to materiality, material adverse effect, or similar qualifiers, as of the date of the merger agreement and as of the closing as though made on and as of such date and time (except to the extent expressly made as of another date, in which case as of such other date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect;

26


Delek must have performed and complied with in all material respects all of its obligations under the merger agreement;
Alon must have received a certificate signed by an executive officer of Delek that the foregoing closing conditions have been satisfied; and
Alon must have received a tax opinion to the effect that the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, taken together with the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code. In the event that Alon waives the condition to receive such tax opinion and the consequences of not receiving such opinion would be material to the Alon stockholders, Alon will call an additional special meeting in order to resolicit the vote of the Alon stockholders to approve the Alon merger proposal and the non-binding compensation advisory proposal. Additionally, in the event that Alon waives the condition to receive such tax opinion, Alon will request a revised fairness opinion from J.P. Morgan.
See “The Merger Agreement—Conditions to the Completion of the Mergers.”
Non-Solicitation
The merger agreement contains detailed provisions outlining the circumstances in which Delek and Alon may respond to acquisition proposals received from third parties. Under these provisions, each of Delek and Alon has agreed that it and its subsidiaries will (and will use commercially reasonable efforts to cause their respective directors, officers, employees, agents, advisors, and representatives, including investment bankers, financial advisors, attorneys, accountants, collectively referred to as representatives, to) immediately cease discussions with any other person relating to an acquisition proposal (as described in “The Merger Agreement—Non-Solicitation of Acquisition Proposals; Change of Recommendation—Definition of Acquisition Proposal”) and instruct such other person to return or destroy all related confidential information. Furthermore, neither Delek nor Alon nor such persons may, directly or indirectly:
initiate, solicit or knowingly encourage or facilitate the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal (as described below);
participate in any discussions or negotiations relating to an acquisition proposal;
make available to any third party that is reasonably likely to be considering or seeking to make, an acquisition proposal, any non-public information or data relating to Delek or Alon as applicable or their respective business, properties, assets or bylaws (other than as required by law); or
enter into any agreement (whether written or oral, binding or non-binding) providing for or intended to facilitate, an acquisition proposal.

27


At any time prior to the approval of the Delek issuance proposal by the Delek stockholders or the merger agreement and the Mergers by the Alon stockholders, if either Delek or Alon receives a bona fide unsolicited written acquisition proposal that did not result from a breach of the no-shop provisions of the merger agreement, Delek or Alon, as applicable, may participate in discussions and negotiations regarding such proposal and make available non-public information and data if the party follows certain procedures set forth in the merger agreement despite the non-solicitation provisions described above. In such a case, the applicable board of directors must determine in good faith after consultation with outside counsel and financial advisors that the proposal constitutes or is reasonably likely to constitute a superior proposal (as described in “The Merger Agreement—Non-Solicitation of Acquisition Proposals; Change of Recommendation—Definition of Superior Proposal”) and failure to take such actions would be inconsistent with their fiduciary duties under Delaware law. The applicable board of directors must also obtain an executed confidentiality agreement from the third party, advise the other party of any request for non-public information, inquiry or request for discussions or negotiations, provide the other party with a copy and any non-public information not previously provided, the material terms of any requests for negotiations, and copies of written materials received in connection therewith (in each case promptly or within 24 hours).
At any time prior to the approval of the Delek issuance proposal by the Delek stockholders or the merger agreement and the Mergers by the Alon stockholders, if either Delek or Alon receives a bona fide acquisition proposal that did not result from a breach of the no-shop provisions of the merger agreement, Delek or Alon, as applicable, may make a change in recommendation if its board of directors (and, in the case of Alon, its independent director committee) determines in good faith after consultation with outside counsel and financial advisors that (a) failure to take such actions would be inconsistent with their fiduciary duties under Delaware law and (b) the proposal is a superior proposal or would be reasonably expect to result in a superior proposal.
Prior to effecting a change in recommendation, Delek or Alon, as applicable, is required to comply with certain “match right” obligations. Specifically, the party wishing to make a change in recommendation must (i) provide the other party written notice three days in advance stating that such action will be taken which includes certain specified information about the superior proposal, (ii) have negotiated in good faith during such three day period to revise the terms of the merger agreement in such a way as may obviate the need for making a change in recommendation, and (iii) following such negotiations, have determined that a failure to effect such a change in recommendation in response to the superior proposal, taking into account any changes proposed by the other party to the merger agreement, continues to be inconsistent with the fiduciary duties of the board of directors under Delaware law.
Termination of the Merger Agreement
Delek and Alon may terminate the merger agreement and abandon the Mergers at any time prior to the effective time of the Delek Merger by mutual written consent. The merger agreement may also be terminated by either Delek or Alon at any time prior to the effective time of the Delek Merger in any of the following situations:

28


the Mergers do not occur by October 2, 2017, which is referred to as an outside date termination event, provided that a party may not terminate the merger agreement if such party has materially breached the merger agreement and such breach was the cause of the failure to meet the deadline;
the Delek special meeting is held and the Delek stockholders do not approve the Delek issuance proposal at such meeting or at any permitted adjournment or postponement of such meeting, which is referred to as a failed Delek vote termination event, provided that Delek may not terminate if the failure to obtain approval is caused by Delek breaching the merger agreement;
the Alon special meeting is held and the Alon stockholders do not approve the Alon merger proposal (including the approval by the stockholders other than Delek and its affiliates) at such meeting or at any permitted adjournment or postponement of such meeting, which is referred to as a failed Alon vote termination event, provided that Alon may not terminate if the failure to obtain approval is caused by Alon breaching the merger agreement; or
any law or order permanently restraining, enjoining or otherwise prohibiting the completion of the merger becomes final and non-appealable, provided that the terminating party has met its obligations to cooperate and use reasonable best efforts to bring about the closing.
In addition, the merger agreement may be terminated by Delek:
if Alon has breached the merger agreement in such a way that the conditions relating to representations and warranties and performance of material obligations cannot be satisfied or is not satisfied within 30 days of written notice or the fifth business day prior to October 2, 2017, which is referred to as an Alon breach termination event;
if a change in recommendation by Alon occurs and the necessary approval of Alon stockholders (including the approval by the stockholders other than Delek and its affiliates) is not obtained;
if Alon breaches its obligations with respect to terminating or initiating acquisition proposal discussions or any of its other “no shop” obligations;
if the Delek Board approves, and Delek enters into, a definitive agreement implementing a superior proposal (as described under “The Merger Agreement—Non-Solicitation of Acquisition Proposals; Changes of Recommendation—Definition of Superior Proposal”) and has complied with the merger agreement with respect to terminating or initiating acquisition proposal discussions, prior to obtaining the necessary approval of Delek stockholders; or

29


if Alon has not obtained certain third-party consents prior to the 90th day following the date of the merger agreement, provided that such termination may only occur within five business days after such deadline passes.
As of April 2, 2017, the 90th day following the date of the merger agreement, Alon has obtained (or Delek has waived its right to terminate the merger agreement with respect to) each of the third party consents referenced in the Delek termination right discussed immediately above.
Further, the merger agreement may be terminated by Alon:
if Delek, HoldCo, Delek Merger Sub or Alon Merger Sub has breached the merger agreement in such a way that the conditions relating to representations and warranties and performance of material obligations cannot be satisfied or is not satisfied within 30 days of written notice or the fifth business day prior to October 2, 2017, which is referred to as a Delek breach termination event;
if a change in recommendation by Delek occurs and the necessary approval of Delek stockholders is not obtained;
if Delek breaches its obligations with respect to terminating or initiating acquisition proposal discussions or any of its other “no shop” obligations; or
if the Alon Board approves, and Alon enters into, a definitive agreement implementing a superior proposal (as described under “The Merger Agreement—Non-Solicitation of Acquisition Proposals; Changes of Recommendation—Definition of Superior Proposal”) and has complied with the merger agreement with respect to terminating or initiating acquisition proposal discussions, prior to obtaining the necessary approval of Alon stockholders.
Termination Fee Payable by Alon
The merger agreement requires Alon to pay Delek a termination fee of $15 million, which is referred to as the termination fee, if any of the following occurs:
the merger agreement is terminated due to (i) an outside date termination event provided certain other conditions have been met, (ii) a failed Alon vote termination event, or (iii) an Alon breach termination event; and
an acquisition proposal with respect to Alon involving 50% or more of the non-“cash or cash equivalent” assets of Alon and its subsidiaries or acquisition of more than 50% of the outstanding shares of Alon common stock has been made directly to the stockholders of Alon generally or has otherwise become publicly known and remains outstanding prior to the Alon special meeting; and
within 12 months following termination of the merger agreement, Alon enters into an agreement for or consummates such transaction;

30


the merger agreement is terminated by Delek due to a change in recommendation by Alon that occurs before the necessary approval of Alon stockholders (including the approval by the stockholders other than Delek and its affiliates) has been obtained; or
the merger agreement is terminated by Alon due to the Alon Board approving, and Alon entering into, a definitive agreement implementing a superior proposal (as described in “The Merger Agreement—Non-Solicitation of Acquisition Proposals; Changes of Recommendation—Definition of Superior Proposal”), and Alon has complied with the merger agreement with respect to terminating or initiating acquisition proposal discussions, prior to obtaining the necessary approval of Alon stockholders.
Termination Fee Payable by Delek
The merger agreement requires Delek to pay Alon a termination fee of $20 million, which is referred to as the reverse termination fee, if any of the following occurs:
the merger agreement is terminated due to (i) an outside date termination event provided certain other conditions have been met, (ii) a failed Delek vote termination event, or (iii) a Delek breach termination event; and
o
an acquisition proposal with respect to Delek involving 50% or more of the non-“cash or cash equivalent” assets of Delek and its subsidiaries or acquisition of more than 50% of the outstanding shares of Delek common stock has been made directly to the stockholders of Delek generally or has otherwise become publicly known and remains outstanding prior to the Delek special meeting; and
o
within 12 months following termination of the merger agreement, Delek consummates such transaction; and
the merger agreement is terminated by Alon due to a change in recommendation by Delek that occurs before the necessary approval of Delek stockholders has been obtained; or
the merger agreement is terminated by Delek due to the Delek Board approving, and Delek entering into, a definitive agreement implementing a superior proposal (as described in “The Merger Agreement—Non-Solicitation of Acquisition Proposals; Changes of Recommendation—Definition of Superior Proposal”), and Delek has complied with the merger agreement with respect to terminating or initiating acquisition proposal discussions, prior to obtaining the necessary approval of Alon stockholders.
Listing of New Delek Common Stock (Page 179)
HoldCo intends to apply to list the shares of New Delek common stock to be issued to the stockholders of Delek in the Delek Merger and to the stockholders of Alon in the Alon Merger on the NYSE, to be traded after the completion of the Mergers under Delek’s ticker symbol, “DK.”

31


Voting Agreements (Page 207)
In connection with the execution of the merger agreement, and as a condition to Delek’s willingness to enter into the merger agreement, Jeff Morris and his spouse Karen Morris and David Wiessman and Mr. Wiessman’s controlled entity D.B.W. Holdings (2005) Ltd. entered into two separate voting and support agreements with Delek. Based on information provided by each of them to Delek and Alon, as of the date of the voting agreements:
Wiessman beneficially owned 175,100 shares of Alon common stock and D.B.W. Holdings (2005) Ltd., an entity controlled by Mr. Wiessman, owned 2,335,441 shares of Alon common stock representing approximately 3.5% of the outstanding shares of Alon common stock; and
Mr. Morris and his spouse beneficially owned 1,669,347 shares of Alon common stock and may be deemed to beneficially own an additional 232,694 shares of Alon common stock issuable upon exchange of shares of Alon Assets, Inc., collectively representing approximately 2.65% of the outstanding shares of Alon common stock.
In connection with the execution of the merger agreement, and as a condition to Alon’s willingness to enter into the merger agreement, Delek entered into a voting and support agreement with Alon. As of the date of that voting agreement, Delek owned 33,691,292 shares of Alon common stock representing approximately 47% of the outstanding shares of Alon common stock.
Each of the voting agreements requires the Alon stockholder party thereto to vote in favor of the Alon merger proposal. The three voting agreements are attached as Annexes C, D and E to this joint proxy statement/prospectus.
Regulatory Approvals and Third-Party Consents (Page 177)
Delek and Alon have agreed in the merger agreement to cooperate with each other and use (and cause their respective subsidiaries to use) their respective reasonable best efforts to take all actions reasonably necessary, proper or advisable to permit prompt consummation of the Mergers, including using reasonable best efforts to lift injunctions, defend litigation seeking to delay or prevent the Mergers, and prepare documentation, effecting filings, and obtain consents of governments and third parties. Delek is also required to use reasonable best efforts to enter into necessary guarantees in connection with Alon’s effort to obtain certain third-party consents and waivers. Furthermore, Delek and Alon have agreed to consult with each other to obtain material permits, consents and approvals and to keep each other apprised of the status thereof, make an appropriate filing necessary under the HSR Act to renew an existing approval if the closing of the Mergers is not likely to occur prior to May 2, 2017 (which filing has been made and early termination of the HSR waiting period has been granted), notify and consult with each other regarding communications to any governmental authority, and share information necessary for governmental filings or received from governmental authorities in connection with the merger agreement to the extent permitted by law.

32


Material U.S. Federal Income Tax Consequences of the Mergers (Page 212)
The obligation of Delek to complete the Mergers is conditioned upon the receipt by Delek of an opinion from Baker Botts L.L.P., counsel to Delek, to the effect that (i) the Delek Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and (ii) the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, taken together with the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code. The obligation of Alon to complete the Mergers is conditioned upon the receipt by Alon of an opinion from Vinson & Elkins LLP, counsel to Alon, to the effect that the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, taken together with the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code.
Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Mergers,” the U.S. federal income tax consequences of the Mergers to U.S. holders and non-U.S. holders (each as defined in “Material U.S. Federal Income Tax Consequences of the Mergers”) of Delek common stock or Alon common stock will generally be as follows:
U.S. holders and non-U.S. holders of Delek common stock will not recognize gain or loss upon the exchange of their Delek common stock for New Delek common stock pursuant to the Delek Merger.

U.S. holders of Alon common stock who receive New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger will not recognize any loss and will only recognize gain to the extent of cash received in lieu of a fractional share of New Delek common stock as discussed in “Material U.S. Federal Income Tax Consequences of the Mergers-Tax Consequences to U.S. Holders of Alon Common Stock.”

Non-U.S. holders of Alon common stock who receive New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger will not recognize any loss in connection with the Alon merger and will only recognize gain in limited circumstances as discussed in “Material U.S. Federal Income Tax Consequences of the Mergers-Tax Consequences to Non-U.S. Holders of Alon Common Stock.”

Each Delek stockholder and Alon stockholder should read the discussion under “Material U.S. Federal Income Tax Consequences of the Mergers” for a more complete discussion of the U.S. federal income tax consequences of the Mergers. Tax matters can be complicated, and the tax consequences of the Mergers to a particular Delek stockholder or Alon stockholder will depend on such stockholder’s particular facts and circumstances. Delek stockholders and Alon stockholders should consult their own tax advisors to determine the specific tax consequences to them of the Mergers.

33


Officers and Directors of HoldCo after the Transaction (Page 199)
Prior to the closing of the transactions contemplated in the merger agreement, Delek will elect the board of directors of Delek to be the board of directors of HoldCo and appoint the officers of Delek to be the officers of HoldCo, each to serve until his or her death, permanent disability, resignation or removal or until his or her successor is duly elected or appointed, as applicable, and qualified in accordance with the HoldCo certificate of incorporation and bylaws. Pursuant to the merger agreement, the Special Committee has designated Mr. Wiessman to be appointed to Holdco's board of directors and Ron Haddock to be appointed to Delek Logistics' board of directors. Within 30 days after the closing of the transaction, HoldCo will increase the size of the HoldCo board of directors by one seat and appoint Mr. Wiessman to such newly created seat and will cause the board of directors of Delek Logistics to increase the size of its board of directors by one seat and appoint Mr. Haddock to such newly created seat.
For a further description of the governance of HoldCo following the closing of the transaction, see “Description of HoldCo Capital Stock” beginning on page 238, “Comparison of the Rights of Holders of New Delek Common Stock and Alon Common Stock” beginning on page 231 and “The Merger Agreement—Organizational Documents; Directors, Managers and Officers; NYSE Listing” beginning on page 184.
Interests of Delek’s Directors and Officers in the Mergers (Page 164)
In considering the recommendations of the Delek Board, Delek stockholders should be aware that some of the directors and executive officers of Delek may have interests in the transaction that are different from, or are in addition to, the interests of Delek’s stockholders generally. These interests may present such executive officers and directors with actual or potential conflicts of interest. These interests include their designation as directors or executive officers of HoldCo following the completion of the transactions, and the service of executive officers and directors of Delek on the Alon Board since May 2015. The Delek Board was aware of these interests during its deliberations on the merits of the transaction and in deciding to recommend that Delek stockholders vote for the New Delek share issuance proposal. See “The Mergers—Background of the Mergers” and “The Mergers—Delek’s Reasons for the Mergers and New Delek Share Issuance; Recommendation of the Delek Board” beginning on pages 81 and 118, respectively.
Interests of Alon’s Directors and Officers in the Mergers (Page 165)
In considering the recommendation of the Alon Board that the Alon stockholders vote to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the Alon Merger, Alon’s stockholders should be aware that aside from their interests as stockholders of Alon, Alon’s directors and executive officers have interests in the Alon Merger that may be different from, or in addition to, those of other stockholders of Alon generally. The members of the Alon Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the Alon Merger, and in recommending to the stockholders of Alon that the merger agreement be approved. See “The Mergers—Background of the Mergers” and “The Mergers—Alon’s Reasons for the Transaction; Recommendations of the Special Committee and the Alon Board” beginning on pages 81 and 135, respectively.

34


Voting by Delek’s Directors and Executive Officers (Page 65)
As of May 26, 2017, the directors and executive officers of Delek beneficially owned, in the aggregate, 1,054,777 shares (or approximately 1.70%) of the Delek common stock. For additional information regarding the votes required to approve the proposals to be voted on at the Delek special meeting, see “The Delek Special Meeting of Stockholders” beginning on page 65. The directors and executive officers of Delek have informed Delek that they currently intend to vote all of their shares of Delek common stock for the proposals to be voted on at the Delek special meeting.
Voting by Alon’s Directors and Executive Officers (Page 70)
As of May 26, 2017, the directors and executive officers of Alon beneficially owned, in the aggregate, 6,275,599 shares (or approximately 8.7%) of the Alon common stock. For additional information regarding the voting required to approve the proposals to be voted on at the Alon special meeting, see “The Alon Special Meeting of Stockholders” beginning on page 70. The directors and executive officers of Alon have informed Alon that they currently intend to vote all of their Alon common stock for the proposals to be voted on at the Alon special meeting. In addition, pursuant to the voting agreements, David Wiessman, D.B.W. Holdings (2005) Ltd., Jeff Morris, Karen Morris and Delek, who collectively hold approximately 53.0% of the issued and outstanding Alon common stock, agreed to vote their shares of Alon common stock in favor of the Alon merger proposal being presented at the Alon special meeting. For additional information regarding the voting agreements, see “The Voting Agreements” beginning on page 207.
Appraisal Rights (Page 250)
Neither the Alon stockholders nor the Delek stockholders will have appraisal rights under the Delaware General Corporation Law with respect to Mergers. For additional information regarding appraisal rights, see “No Appraisal Rights” beginning on page 250.
Comparison of the Rights of Holders of New Delek Common Stock and Alon Common Stock (Page 231)    
The rights of Alon stockholders who receive shares of New Delek common stock in the Mergers will be governed by the certificate of incorporation of HoldCo and the bylaws of HoldCo rather than by the second amended and restated certificate of incorporation of Alon and the amended and restated bylaws of Alon. As a result, Alon stockholders will have different rights once they become stockholders of HoldCo due to the differences in the governing documents of Alon and HoldCo. The key differences are described in the section entitled “Comparison of the Rights of Holders of New Delek Common Stock and Alon Common Stock” beginning on page 231.

35


SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 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 three months ended March 31, 2017 and 2016 is derived from the recasted condensed consolidated financial statements of Delek as of and for each of the three months ended March 31, 2017 and 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 Delek following the date of this joint proxy statement/prospectus or following the completion of the Mergers. You should read this information in conjunction with Delek’s consolidated financial statements and related notes thereto included in 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 three months ended March 31, 2017, which is incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255. For financial information giving effect to the Mergers and the transactions contemplated by the merger agreement, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 219.

36


 
 
Three Months Ended March 31,
 
Year Ended December 31,
 
 
2017
 
2016
 
2016
 
2015
 
2014
 
2013
 
2012
Consolidated Statements of Income Data:
 
(In millions, except share and per share data)
Net sales
 
$
1,182.2

 
$
886.1

 
$
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
 
$
15.3

 
$
(21.5
)
 
$
(219.7
)
 
$
37.1

 
$
225.3

 
$
136.4

 
$
279.5

Income (loss) from discontinued operations, net of tax
 
$

 
$
(2.4
)
 
$
86.3

 
$
6.6

 
$
0.7

 
$
(0.7
)
 
$
(3.5
)
Net income (loss) attributable to Delek
 
$
11.2

 
$
(29.2
)
 
$
(153.7
)
 
$
19.4

 
$
198.6

 
$
117.7

 
$
272.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total basic earnings (loss) per share
 
$
0.18

 
$
(0.47
)
 
$
(2.49
)
 
$
0.32

 
$
3.38

 
$
1.99

 
$
4.65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total diluted earning (loss) per share
 
$
0.18

 
$
(0.47
)
 
$
(2.49
)
 
$
0.32

 
$
3.34

 
$
1.96

 
$
4.57

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
61,978,072

 
62,132,007

 
61,921,787

 
60,819,771

 
58,780,947

 
59,186,921

 
58,719,968

Diluted
 
62,589,210

 
62,132,007

 
61,921,787

 
61,320,570

 
59,355,120

 
60,047,138

 
59,644,798

Dividends declared per common share outstanding
 
$
0.15

 
$
0.15

 
$
0.60

 
$
0.60

 
$
1.00

 
$
0.95

 
$
0.60



37


 
 
Three Months Ended March 31,
 
Year Ended December 31,
 
 
2017
 
2016
 
2016
 
2015
 
2014
 
2013
 
2012
Consolidated Balance Sheet Data:
 
(In millions)
Cash and cash equivalents
 
$
591.4

 
$
342.8

 
$
689.2

 
$
287.2

 
$
429.8

 
$
383.2

 
$
589.6

Assets of discontinued operations held for sale
 

 
463.8

 

 
478.8

 
485.9

 
480.6

 
437.9

Total current assets
 
1,367.3

 
1,399.1

 
1,402.2

 
1,397.5

 
1,656.0

 
1,810.3

 
1,715.0

Property, plant and equipment, net
 
1,089.8

 
1,155.6

 
1,103.3

 
1,177.4

 
1,099.2

 
944.3

 
834.2

Total assets
 
2,958.0

 
3,296.8

 
2,985.1

 
3,324.9

 
2,888.7

 
2,840.4

 
2,623.7

Liabilities of discontinued operations held for sale
 

 
285.9

 

 
302.8

 
259.1

 
235.5

 
266.4

Total current liabilities
 
918.9

 
1,053.5

 
940.5

 
1,004.1

 
1,057.5

 
1,250.3

 
1,168.3

Total debt, including current maturities
 
824.9

 
799.2

 
832.9

 
805.2

 
464.8

 
313.1

 
249.7

Total non-current liabilities
 
856.7

 
927.1

 
862.1

 
966.9

 
632.8

 
469.7

 
377.4

Total shareholders' equity
 
1,182.4

 
1,316.2

 
1,182.5

 
1,353.9

 
1,198.4

 
1,120.4

 
1,078.0

Total liabilities and shareholders' equity
 
2,958.0

 
3,296.8

 
2,985.1

 
3,324.9

 
2,888.7

 
2,840.4

 
2,623.7


38


SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALON
The following table sets forth selected historical consolidated financial data for Alon. The historical consolidated financial information for each of the years in the five-year period ended December 31, 2016 is derived from the audited consolidated financial statements of Alon 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 three months ended March 31, 2017 and 2016 is derived from the condensed consolidated financial statements of Alon as of and for each of the three months ended March 31, 2017 and 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 Alon following the date of this joint proxy statement/prospectus or following the completion of the Mergers. You should read this information in conjunction with Alon’s consolidated financial statements and related notes thereto included in Alon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Alon's condensed consolidated financial statements and related notes thereto included in Alon's Quarterly Report on Form 10-Q for the three months ended March 31, 2017, which is incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255. For financial information giving effect to the Mergers and the transactions contemplated by the merger agreement, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 219.

39


 
 
Three Months Ended March 31,
 
Year Ended December 31,
 
 
2017
 
2016
 
2016
 
2015
 
2014
 
2013
 
2012
 
 
(dollars in millions, except share and per share data)
STATEMENTS OF OPERATIONS DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
1,150.6

 
$
850.0

 
$
3,913.4

 
$
4,338.2

 
$
6,779.5

 
$
7,046.4

 
$
8,017.7

Loss on impairment of goodwill(1)
 
$

 
$

 
$

 
$
(39.0
)
 
$

 
$

 
$

Operating income (loss)
 
$
28.2

 
$
(39.4
)
 
$
(67.4
)
 
$
203.4

 
$
201.6

 
$
149.4

 
$
269.5

Net income (loss) available to stockholders
 
$
7.3

 
$
(35.5
)
 
$
(82.8
)
 
$
52.8

 
$
38.5

 
$
23.0

 
$
79.1

Earnings (loss) per share, basic
 
$
0.10

 
$
(0.51
)
 
$
(1.17
)
 
$
0.76

 
$
0.56

 
$
0.33

 
$
1.29

Weighted average shares outstanding, basic
 
71,490,000

 
70,143,000

 
70,739,000

 
69,772,000

 
68,985,000

 
63,538,000

 
57,501,000

Earnings (loss) per share, diluted
 
$
0.10

 
$
(0.51
)
 
$
(1.17
)
 
$
0.75

 
$
0.55

 
$
0.32

 
$
1.24

Weighted average shares outstanding, diluted
 
71,577,000

 
70,143,000

 
70,739,000

 
70,714,000

 
69,373,000

 
64,852,000

 
63,917,000

Cash dividends per common share
 
$
0.15

 
$
0.15

 
$
0.60

 
$
0.55

 
$
0.53

 
$
0.38

 
$
0.16

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE SHEET DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
186.1

 
$
193.4

 
$
136.3

 
$
234.1

 
$
215.0

 
$
224.5

 
$
116.3

Working capital
 
$
3.0

 
$
45.3

 
$
40.6

 
$
78.7

 
$
126.7

 
$
60.9

 
$
87.2

Total assets
 
$
2,112.2

 
$
2,213.2

 
$
2,110.2

 
$
2,176.1

 
$
2,191.6

 
$
2,235.0

 
$
2,211.1

Total debt
 
$
516.3

 
$
554.1

 
$
528.0

 
$
556.0

 
$
554.5

 
$
602.1

 
$
574.5

Total debt less cash and cash equivalents
 
$
330.2

 
$
360.7

 
$
391.7

 
$
321.8

 
$
339.5

 
$
377.6

 
$
458.2

Total equity
 
$
581.3

 
$
659.5

 
$
582.4

 
$
664.2

 
$
673.8

 
$
625.4

 
$
621.2

    
(1) 
During the year ended December 31, 2015, Alon recognized a goodwill impairment loss of $39,028 related to its California refining reporting unit.

40


SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following table presents selected unaudited pro forma combined financial information about Delek’s consolidated balance sheet and consolidated statement of operations, after giving effect to the Mergers. The pro forma condensed combined balance sheet gives effect to the Mergers as if the transactions had occurred on March 31, 2017. The pro forma combined statement of operations for the year ended December 31, 2016 and three months ended March 31, 2017 gives effect to the Mergers as if the transactions had become effective on January 1, 2016.
The unaudited pro forma condensed combined financial information includes adjustments which are 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 Mergers. The information presented below should be read in conjunction with the historical consolidated financial statements of each of Delek and Alon, including the related notes, filed by each of them with the SEC, and with the pro forma condensed combined financial statements of Delek and Alon, including the related notes, appearing elsewhere in this joint proxy statement/prospectus. See “Where You Can Find More Information” and “Unaudited Pro Forma Condensed Combined Financial Information,” beginning on pages 255 and 219, respectively, 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 Mergers been completed on the dates indicated.
(In millions, except share and per share data)
 
Three Months Ended March 31, 2017
 
Year Ended
December 31, 2016
Pro Forma Statement of Combined Operations Information:
 
 
 
 
Net sales
 
$
2,324.9

 
$
8,100.9

Net income (loss) from continuing operations
 
$
34.7

 
$
(73.8
)
Net income (loss) from continuing operations attributable to Delek
 
$
27.6

 
$
(97.1
)
Basic & diluted earnings (loss) per share:
 
 
 
 
Basic
 
$
0.34

 
$
(1.20
)
Diluted
 
$
0.34

 
$
(1.20
)

(In millions)
 
As of
March 31, 2017
Pro Forma Combined Balance Sheet Information:
 
 
Total current assets
 
$
1,838.3

Total assets
 
$
5,205.7

Debt
 
$
1,341.2

Total liabilities
 
$
3,404.8

Shareholders' equity
 
$
1,800.9

Non-controlling interest
 
$
290.0


41


COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE FINANCIAL DATA
The following table sets forth, for the year ended December 31, 2016 and the three months ended March 31, 2017, selected per share information for Delek common stock on a historical and pro forma combined basis and, for the year ended December 31, 2016 and the three months ended March 31, 2017, selected per share information for Alon common stock on a historical and pro forma equivalent basis. Except for the historical information as of and for the year ended December 31, 2016, which is derived from the audited financial statements, the information in the table is unaudited. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Mergers and the other transactions contemplated by the merger agreement had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of Delek or Alon following the date of this joint proxy statement/prospectus or following the completion of the Mergers. You should read the data with the historical consolidated financial statements and related notes of Delek and Alon contained in their respective Annual Reports on Form 10-K for the year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the three months ended March 31, 2017, all of which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255.
The pro forma combined data and Alon equivalent pro forma data for book value per share gives effect to the Mergers as if the Mergers had been effective as of March 31, 2017 and December 31, 2016, and as if the Mergers had been effective as of January 1, 2016 in the case of the net income (loss) per share data. The unaudited pro forma data combines the historical results of Alon into Delek’s consolidated statement of income. While certain adjustments were made for the estimated impact of fair value adjustments and other activity related to the Mergers, they are not indicative of what could have occurred had the Mergers taken place on January 1, 2016.
The pro forma combined net income (loss) per share of common stock set forth below were calculated using the methodology as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 219. Both Delek and Alon have declared dividends on account of their respective common stock during the periods presented in the following table, as shown in the section entitled “Comparative Per Share Market Price and Dividend Information.” The pro forma combined book value per share was calculated by dividing total combined Delek and Alon pro forma common stockholders’ equity by pro forma equivalent shares of common stock. The pro forma Alon equivalent per common share amounts were calculated by multiplying the pro forma combined per share amounts by the exchange ratio of 0.504.
The unaudited pro forma adjustments are based upon available information and certain assumptions that Delek and Alon management believe are reasonable. The unaudited pro forma data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the Mergers or consider any potential impacts of current market conditions or the Mergers on revenues, expense efficiencies, debt refinancing or restructuring, among other factors, nor the impact of possible business model changes. As a result, unaudited pro forma data is presented for illustrative

42


purposes only and does not represent an attempt to predict or suggest future results. Upon completion of the Mergers, the operating results of Alon will be reflected in the consolidated financial statements of Delek on a prospective basis.
 
 
Three Months Ended
March 31, 2017
 
Year Ended
December 31, 2016
Delek historical data
 
 
 
 
   Net income (loss) per share, diluted
 
$
0.18

 
$
(3.88
)
   Book value per share
 
$
14.84

 
$
14.77

   Cash dividends per share
 
$
0.15

 
$
0.60

 
 
 
 
 
Alon historical data
 
 
 
 
   Net income (loss) per share, diluted
 
$
0.10

 
$
(1.17
)
   Book value per share
 
$
7.22

 
$
7.28

   Cash dividends per share
 
$
0.15

 
$
0.60

 
 
 
 
 
Delek unaudited pro forma combined data
 
 
 
 
   Net income (loss) per share, diluted
 
$
0.34

 
$
(1.20
)
   Book value per share
 
$
18.59

 
$
17.85

   Cash dividends per share
 
$
0.25

 
$
0.99



43


COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
Delek common stock is listed on NYSE under the symbol “DK,” and Alon common stock is listed on NYSE under the symbol “ALJ.” The following table sets forth the high and low reported sale prices per share of Delek common stock and Alon common stock, and the dividends per share declared by Delek and Alon, for the calendar quarters indicated, including special dividends declared by Delek for each calendar quarter of 2014 and by Alon for the fourth quarter of 2014.
 
Delek common stock
 
Alon common stock
 
High
 
Low
 
Dividend Declared
 
High
 
Low
 
Dividend Declared
2014
 
 
 
 
 
 
 
 
 
 
 
First Quarter
$
35.11

 
$
26.39

 
$
0.25

 
$
17.04

 
$
12.92

 
$
0.06

Second Quarter
$
34.07

 
$
27.77

 
$
0.25

 
$
17.58

 
$
12.43

 
$
0.06

Third Quarter
$
36.05

 
$
27.48

 
$
0.25

 
$
17.31

 
$
12.08

 
$
0.10

Fourth Quarter
$
34.56

 
$
25.15

 
$
0.25

 
$
17.17

 
$
11.64

 
$
0.31

2015
 
 
 
 
 
 
 
 
 
 
 
First Quarter
$
40.22

 
$
25.38

 
$
0.15

 
$
17.15

 
$
10.28

 
$
0.10

Second Quarter
$
41.15

 
$
34.96

 
$
0.15

 
$
19.09

 
$
15.41

 
$
0.15

Third Quarter
$
40.47

 
$
27.32

 
$
0.15

 
$
23.29

 
$
16.95

 
$
0.15

Fourth Quarter
$
29.90

 
$
22.11

 
$
0.15

 
$
19.84

 
$
14.65

 
$
0.15

2016
 
 
 
 
 
 
 
 
 
 
 
First Quarter
$
24.74

 
$
12.54

 
$
0.15

 
$
15.09

 
$
9.20

 
$
0.15

Second Quarter
$
17.39

 
$
11.41

 
$
0.15

 
$
11.75

 
$
5.93

 
$
0.15

Third Quarter
$
18.57

 
$
11.66

 
$
0.15

 
$
8.74

 
$
5.86

 
$
0.15

Fourth Quarter
$
25.14

 
$
14.76

 
$
0.15

 
$
11.94

 
$
6.98

 
$
0.15

2017
 
 
 
 
 
 
 
 
 
 
 
First Quarter
$
26.06

 
$
21.30

 
$
0.15

 
$
13.01

 
$
10.75

 
$
0.15

Second Quarter
(through May 25, 2017)
$
26.42

 
$
21.22

 
$
0.15

 
$
13.32

 
$
10.67

 
$
0.15


The following table presents trading information for Delek common stock and Alon common stock on December 30, 2016, the last full trading day before the public announcement of the proposed acquisition of Alon by Delek, and May 25, 2017, the latest practicable trading day before the date of this joint proxy statement/prospectus.

44


 
Delek common stock
 
Alon common stock
 
High
 
Low
 
Close
 
High
 
Low
 
Close
December 30, 2016
$
24.69

 
$
23.83

 
$
24.07

 
$
11.75

 
$
11.30

 
$
11.38

May 25, 2017
$
26.13

 
$
25.19

 
$
25.33

 
$
13.14

 
$
12.66

 
$
12.70

For illustrative purposes, the following table provides equivalent per share information for Alon common stock on December 30, 2016, the last full trading day before the public announcement of the proposed acquisition of Alon by Delek, and May 25, 2017, the latest practicable trading day before the date of this joint proxy statement/prospectus. Equivalent per share amounts for Alon common stock are calculated by multiplying per share information for Delek common stock by the exchange ratio of 0.504, rounded to the nearest whole cent.
 
Delek common stock
 
Alon common stock
 
High
 
Low
 
Close
 
High
 
Low
 
Close
December 30, 2016
$
24.69

 
$
23.83

 
$
24.07

 
$
12.44

 
$
12.01

 
$
12.13

May 25, 2017
$
26.13

 
$
25.19

 
$
25.33

 
$
13.17

 
$
12.70

 
$
12.77


Delek stockholders and Alon stockholders are advised to obtain current market quotations for Delek common stock and Alon common stock. The market price of Delek common stock and Alon common stock will fluctuate between the date of this joint proxy statement/prospectus and the date of completion of the Mergers. No assurance can be given concerning the market price of Delek common stock or Alon common stock before the completion of the Mergers or the market price of New Delek common stock after the effective time of the Mergers. Changes in the market price of Delek common stock prior to the completion of the Mergers will affect the market value of the merger consideration that Alon stockholders will receive upon completion of the Alon Merger.

45


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of the federal securities laws that are based upon current expectations and involve a number of risks and uncertainties. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events in relation to each of Delek, Alon and the combined company, and other statements, concerns or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. Words such as “estimate,” “project,” “plan,” “intend,” “expect,” “anticipate,” “believe,” “would,” “should,” “could” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are found at various places throughout this joint proxy statement/prospectus, including in the section entitled “Risk Factors” beginning on page 49. These forward-looking statements, wherever they occur in this joint proxy statement/prospectus or the documents incorporated by reference, include, but are not limited to, statements regarding the proposed Mergers, integration and transition plans, synergies, opportunities, anticipated future performance and financial position and other factors. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include those set forth in Delek’s and Alon’s filings with the SEC, including their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2016, as well as, among others, risks and uncertainties relating to:
the expected timing and likelihood of completion of the proposed Mergers, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed Mergers that could reduce anticipated benefits or cause the parties to abandon the transaction;
the ability to successfully integrate the businesses;
the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;
the possibility that stockholders of Delek may not approve the issuance of shares of New Delek common stock in the Alon Merger or that stockholders of Alon may not approve the merger agreement;
the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all;
disruption of management time from ongoing business operations due to the proposed transaction;
any announcements relating to the proposed transaction could have adverse effects on the market price of Delek’s common stock or Alon’s common stock;

46


the proposed transaction and its announcement could have an adverse effect on the ability of Delek and Alon to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally;
problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected;
the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies;
the results of any merger-related litigation, settlements and investigations;
uncertainty related to timing and amount of future Delek share repurchases and dividend payments;
risks and uncertainties with respect to the quantities and costs of crude oil Delek is able to obtain and the price of the refined petroleum products Delek ultimately sells;
gains and losses from derivative instruments;
Delek management’s ability to execute its strategy of growth through acquisitions and the transactional risks associated with acquisitions and dispositions;
acquired assets may suffer a diminishment in fair value as a result of which Delek may need to record a write-down or impairment in carrying value of the asset;
changes in the scope, costs, and/or timing of capital and maintenance projects;
operating hazards inherent in transporting, storing and processing crude oil and intermediate and finished petroleum products;
Delek’s competitive position and the effects of competition;
the projected growth of the industries in which we operate;
general economic and business conditions affecting the southern United States; and
other developments in the markets in which Delek and Alon operate, as well as management’s response to any of the aforementioned factors.
Forward-looking statements should not be read as a guarantee of future performance or results and will not be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and

47


uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.
The parties undertake no obligation to publicly update or revise any such forward-looking statements, except as required by applicable law or regulation.

48


RISK FACTORS
In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 46 of this joint proxy statement/prospectus, Delek stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Delek proposals, and Alon stockholders should carefully consider the following risk factors in deciding whether to vote for the Alon proposals. In addition, stockholders of Delek and stockholders of Alon should read and consider the risks associated with each of the businesses of Delek and Alon because these risks will relate to the combined company. Certain of these risks can be found in Delek’s and Alon’s respective Annual Reports on Form 10-K for the year ended December 31, 2016, both of which are incorporated by reference into this joint proxy statement/prospectus. You should carefully read this entire joint proxy statement/prospectus and its Annexes and the other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255 of this joint proxy statement/prospectus.
Risks Related to the Mergers
The exchange ratio is fixed and will not be adjusted in the event of any change in the stock prices of either Delek or Alon.
Upon closing of the Alon Merger, each issued and outstanding share of Alon common stock (other than Alon common stock held by Delek or any subsidiary of Delek) will be converted into the right to receive 0.504 shares of New Delek common stock with cash paid in lieu of fractional shares. This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either Delek common stock or Alon common stock prior to the completion of the Mergers. Because the exchange ratio is fixed, changes in the price of Delek common stock prior to the Alon Merger will affect the value of the merger consideration that Alon stockholders will receive on the date of the Alon Merger. In addition, HoldCo will issue an amount of shares of New Delek common stock in the Alon Merger based on the number of shares of Alon common stock outstanding as of the effective time of the Alon Merger, and the amount of shares of New Delek common stock issued in the Alon Merger will not change based on the price of the shares of Delek common stock or Alon common stock as of the date of the Alon Merger or their relative price, or any changes in their price or relative price prior to the Alon Merger.
Stock price changes may result from a variety of factors (many of which are beyond our control), including the following:
changes in our respective businesses, operations and prospects;
changes in market assessments of the business, operations, and prospects of either company;
investor behavior and strategies, including market assessments of the likelihood that the Mergers will be completed;

49


interest rates, general market and economic conditions and other factors generally affecting the price of Delek’s and Alon’s common stock; and
federal, state, and local legislation, governmental regulation, and legal developments in the jurisdictions in which Alon and Delek operate.
The price of Delek common stock at the closing of the Mergers may vary from its price on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus, and/or on the dates of the special meetings of Delek and Alon. As a result, the market value represented by the exchange ratio will also vary. For example, based on the range of closing prices of Delek common stock during the period from December 30, 2016, the last full trading day before Delek’s public announcement of the merger agreement to acquire Alon, through May 25, 2017, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio represented a market value ranging from a low of $10.74 to a high of $13.23 for each share of Alon common stock.
The ability of Delek and Alon to complete the Mergers is subject to a number of conditions which could delay the completion of the Mergers or result in the termination of the merger agreement in accordance with its terms.
The completion of the Mergers is subject to the fulfillment of a number of conditions which make the completion and timing of the transaction uncertain. These conditions include, among others, conditions that the New Delek share issuance proposal be approved by the affirmative vote of a majority of the votes cast by holders of shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting; that the Alon merger proposal be approved by the Alon Common Stockholder Approval and the Alon Disinterested Stockholder Approval; the registration statement on Form S-4 of which this joint proxy statement/prospectus is part, registering the shares of New Delek common stock to be issued in connection with the transaction, be declared effective by the SEC and no stop order suspending effectiveness of the registration be in effect; the NYSE approve the listing of such shares for trading on the NYSE; and no order, decree or injunction of any court or agency of competent jurisdiction or law be in effect that enjoins or otherwise prohibits the Mergers. These conditions to the closing of the Mergers may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may be delayed or may not be completed. In addition, if the Mergers are not completed by October 2, 2017, either Delek or Alon may choose not to proceed with the Mergers, and the parties can mutually decide to terminate the merger agreement at any time prior to the consummation of the Mergers, before or after stockholder approval. In addition, Delek or Alon may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Conditions to the Completion of the Mergers” beginning on page 201 and “The Merger Agreement—Termination—Termination Rights” beginning on page 203 for a fuller description of these circumstances.
Any delay in completing the Mergers may reduce or eliminate the expected benefits from the transaction.
The Mergers are subject to a number of conditions beyond Delek’s and Alon’s control that may prevent, delay or otherwise materially adversely affect its completion. Delek and Alon cannot

50


predict whether and when these other conditions will be satisfied. There can be no assurance that either Delek or Alon or both parties will waive any condition to closing that is not satisfied. Furthermore, the requirements for obtaining the required clearances and approvals and the time required to satisfy any other conditions to the closing could delay the completion of the Mergers for a significant period of time or prevent the transaction from occurring. Any delay in completing the Mergers could cause Delek not to realize some or all of the benefits that it expects to achieve if the Mergers are successfully completed within the expected timeframe. See “The Merger Agreement—Conditions to the Completion of the Mergers” beginning on page 201.
Failure to complete the Mergers could negatively impact the stock prices and the future business and financial results of Delek and Alon.
The merger agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Mergers. There can be no assurance that all of the conditions to the Mergers will be so satisfied or waived. If the conditions to the Mergers are not satisfied or waived, Delek and Alon will be unable to complete the merger.

If the Mergers are not completed for any reason, including the failure to receive the required approvals of Delek’s and Alon’s respective stockholders, the respective ongoing businesses of Delek or Alon may be adversely affected and Delek and Alon will be subject to several risks, including the following:
being required, under certain circumstances, to pay a termination fee of $20 million, in the case of a payment by Delek to Alon, and $15 million, in the case of a payment by Alon to Delek (see “The Merger Agreement—Termination—Termination Fee Payable by Alon” and “The Merger Agreement—Termination—Termination Fee Payable by Delek” beginning on page 205);
having to pay certain costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
having expended the time, resources and focus of management of each of the companies on the Mergers that could otherwise have been spent on Delek’s and Alon’s existing businesses and the pursuit of other opportunities that could have been beneficial to each company.
If the Mergers do not occur, Delek and Alon may incur these costs without realizing any of the benefits of the Mergers being completed. In addition, if the Mergers are not completed, Delek and/or Alon may experience negative reactions from the financial markets and from their respective customers and employees. Delek and/or Alon could also be subject to litigation related to any failure to complete the Mergers or to enforcement proceedings commenced against Delek or Alon to perform their respective obligations under the merger agreement. If the Mergers are not completed, Delek and Alon cannot assure their respective stockholders that these risks will not materialize or will not materially affect the business, financial results and stock prices of Alon or Delek.

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Furthermore, if the Mergers are terminated and either party’s board of directors seeks an alternative transaction, such party’s stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the Mergers. If the merger agreement is terminated under specified circumstances, either Alon or Delek may be required to pay the other party a termination fee. See the section entitled “The Merger Agreement—Termination” beginning on page 203 for a description of these circumstances.
The merger agreement contains provisions that could discourage a potential competing acquiror from making a competing acquisition proposal.
The merger agreement contains “no shop” provisions that, subject to limited exceptions, restrict the ability of Delek and Alon to initiate, solicit, knowingly encourage or facilitate competing third-party proposals of offers regarding certain acquisition proposals or offers for competing transactions. Further, even if the Alon Board or Delek Board withdraws or modifies its recommendation of the Alon merger proposal or the New Delek share issuance proposal, as applicable, it will still be required to submit the matter to a vote of the Alon stockholders at the Alon special meeting or the vote of the Delek stockholders at the Delek special meeting, as applicable, unless the merger agreement is terminated in accordance with its terms. In addition, Delek generally has an opportunity to offer to modify the terms of the Alon Merger and the merger agreement in response to any competing acquisition proposals (as defined in the merger agreement) that may be made before the Alon Board may withdraw or modify its recommendation. In some circumstances, upon termination of the merger agreement, one of the parties may be required to pay a termination fee to the other party. For additional information, see “The Merger Agreement—Non-Solicitation or Acquisition Proposals; Changes In Recommendation” beginning on page 193 and “—Termination” beginning on page 203.
These provisions could discourage a third party from considering or submitting a potential, competitive acquisition proposal, even if it were prepared to pay consideration with a higher per share cash or market value than that market value proposed to be received or realized in the Mergers, or might result in a potential competing acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.
Delek and Alon will incur significant transaction and merger-related costs in connection with the Mergers, which may be in excess of those anticipated by Delek and Alon.
Delek and Alon have incurred and expect to continue to incur substantial costs and expenses relating directly to the Mergers, including fees and expenses payable to financial advisors, other professional fees and expenses, insurance premium costs, fees and costs relating to integration planning activities, regulatory filings and notices, SEC filing fees, printing and mailing costs and other transaction-related costs, fees and expenses. Delek and Alon expect to continue to incur a number of non-recurring costs associated with completing the Mergers, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial.

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The costs described above, as well as other unanticipated costs and expenses, could have an adverse effect on the financial condition and operating results of New Delek following the completion of the Mergers. If the Mergers are not completed, Delek and Alon will have incurred substantial expenses and devoted substantial management time for which no ultimate benefit will have been received by either company.
The pendency of the Mergers and related uncertainty could adversely affect the relationships of Delek and Alon with employees, customers, commercial partners, financing parties and other third parties.
Uncertainty about the effect of the Mergers on employees, customers, commercial partners and other third parties may have an adverse effect on Alon and Delek. These uncertainties may cause customers, suppliers, commercial partners, financing parties and others that deal with Alon or Delek to seek to change, delay or defer decisions with respect to existing or future business relationships. These uncertainties may impair Alon and Delek’s ability to retain, hire and motivate certain current and prospective employees while the Mergers are pending and for a period of time thereafter, as they may experience uncertainty about their respective future roles with Alon or Delek. These uncertainties may result in the need to offer retention compensation that exceeds the currently accrued amounts. If key employees, customers, suppliers, commercial partners, financing parties and other third parties terminate or change, or seek to terminate or change, their existing relationships with Alon or Delek, Alon’s business or Delek’s business, and the combined company’s business as a result, could be harmed.
In addition, the merger agreement restricts Alon and Delek from entering into certain corporate transactions and taking other specified actions without the consent of the other party, and generally requires the parties to continue their respective operations in the ordinary course, until completion of the Mergers. These restrictions may prevent Delek and Alon from pursuing attractive business opportunities that may arise prior to the completion of the Mergers. Please see the section entitled “The Merger Agreement—Interim Operations of Alon and Delek Pending the Mergers,” beginning on page 188, for a description of the restrictive covenants to which Delek and Alon are subject.
The consummation of the Mergers may permit counterparties to other agreements to terminate those agreements.
Alon and Delek are parties to certain agreements that give the counterparties to such agreements, including investors and commercial partners, certain rights, including notice, consent and other rights in connection with “change of control” transactions or otherwise, that may give rise to a default by Alon or Delek, as applicable, under the agreements or a right by the counterparty to terminate the agreement. Under certain of these agreements, the Mergers may constitute a “change of control” or otherwise give rise to consent or termination rights and, therefore, the counterparties may assert their rights in connection with the Mergers and claim a default of the agreement by Alon or Delek, as applicable, and/or terminate the agreements, which may adversely affect business and operations of the Combined Company and the value of the New Delek common stock following the Mergers.

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The opinions of Delek’s and Alon’s respective financial advisors will not reflect changes in circumstances that may have occurred after the date of the opinions.
Delek and Alon have received opinions from their respective financial advisors in connection with the signing of the merger agreement. The opinions delivered to the Delek Board and Alon Special Committee, respectively, state that as of the date of the opinion, based on and subject to the assumptions, limitations and qualifications set forth in the opinion and based on such other matters as each financial advisor considered relevant, the merger consideration to be paid pursuant to the merger agreement was fair from a financial point of view to the parties. The financial advisors’ opinions speak only as of the time each was rendered and not as of the closing of the proposed sale or any other time. Changes in circumstances that have occurred or may occur after the date of the opinions could significantly alter the value, facts or elements on which each opinion was based.
Because Delek and Alon do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the per share merger consideration from a financial point of view at the time the Mergers are completed. The Delek Board’s recommendation that Delek stockholders vote “FOR” the New Delek share issuance proposal and the Alon Board’s recommendation that Alon stockholders vote “FOR” the adoption of the merger agreement and the other merger-related matters, however, is made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Delek and Alon received from their respective financial advisors, please see the sections entitled “The Mergers—Opinion of Delek’s Financial Advisor” and “The Mergers—Opinion of Financial Advisor to the Alon Special Committee” beginning on pages 122 and 141, respectively. A copy of the opinion of TPH, Delek’s financial advisor, is attached as Annex G to this joint proxy statement/prospectus, and a copy of the opinion of J.P. Morgan, the financial advisor to the Alon Special Committee, is attached as Annex F to this joint proxy statement/prospectus, and each is incorporated by reference herein in its entirety.

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Certain directors and executive officers of Delek and Alon have interests in the Mergers that may be different from, or in addition to, the interests of Delek’s stockholders and Alon’s stockholders generally.
Certain executive officers of Delek and Alon participated in the negotiation of the terms of the merger agreement. The Delek Board approved the merger agreement and the New Delek share issuance and determined that the merger agreement and the transactions contemplated thereby, including the New Delek share issuance, are advisable and in the best interests of Delek and its stockholders. The Special Committee and the Alon Board, upon the recommendation of the Special Committee approved the merger agreement and determined that the merger agreement, the Alon Merger and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of Alon and its stockholders. In considering these facts and the other information contained in this joint proxy statement/prospectus, you should be aware that certain of Delek’s directors and executive officers and certain of Alon’s directors and executive officers have interests in the Mergers that may be different from, or in addition to, the interests of Delek’s or Alon’s stockholders. For example, some Delek directors and executive officers serve on the Alon Board and certain Alon officers are entitled to retention compensation. These interests are described in more detail in the sections entitled “Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers of Delek” beginning on page 244, “The Mergers—Interests of Delek’s Directors and Executive Officers in the Mergers” beginning on page 164, “Stock Ownership of Certain Beneficial Owners and Directors and Executive Officers of Alon” beginning on page 247 and “The Mergers—Interests of Alon’s Directors and Executive Officers in the Mergers” beginning on page 165.
Alon and Delek stockholders will not be entitled to dissenters’ or appraisal rights in the Mergers.
Dissenters’ or appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as the Mergers, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon the merger or consolidation, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a)-(c).
Because Alon common stock is listed on NYSE, a national securities exchange, and is expected to continue to be so listed on the record date, and because the Alon Merger otherwise satisfies the foregoing requirements, holders of Alon common stock will not be entitled to dissenters’ or appraisal rights in the Alon Merger with respect to their shares of Alon common stock. Similarly,

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holders of Delek common stock will not be entitled to dissenters’ or appraisal rights in the Delek Merger.
Legal proceedings against Delek or Alon could result in an injunction preventing the completion of the Mergers or a judgment resulting in the payment of damages.
Potential plaintiffs may file lawsuits challenging the proposed Mergers. The outcome of any such litigation is uncertain. If any litigation challenging the Mergers is not resolved, the lawsuits could prevent or delay completion of the Mergers and result in substantial costs to Delek and Alon, including any costs associated with the indemnification of its respective directors and officers. One condition to closing the Mergers is that no order, decree or injunction of any court or agency of competent jurisdiction be in effect that enjoins, prohibits or makes illegal consummation of any of the transactions, and no legal proceeding by any governmental authority with respect to the Mergers or other transactions be pending that seeks to restrain, enjoin, prohibit or delay consummation of the Mergers or imposes any material restrictions on the transactions contemplated by the merger agreement. If any lawsuit is filed challenging the Mergers and is successful in obtaining an injunction preventing the parties to the merger agreement from consummating the Mergers, such injunction may delay or prevent the Mergers. As such, if plaintiffs are successful in obtaining an injunction prohibiting the consummation of the Mergers or the other transactions contemplated by the merger agreement, then such injunction may prevent the Mergers from being completed, or from being completed within the expected timeframe.
The defense or settlement of any legal proceedings or future litigation could be time-consuming and expensive, divert the attention of Delek management and/or Alon management away from their regular business, and, if any one of these legal proceedings or any future litigation is adversely resolved against either Delek or Alon, could have a material adverse effect on their respective financial condition, results of operations or liquidity of Delek or the combined company if resolved after the Mergers are completed.
Until the completion of the Mergers or the termination of the merger agreement in accordance with its terms, in consideration of the agreements made by the parties in the merger agreement, Delek and Alon are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Delek or Alon and their respective stockholders.
Until the Mergers are completed, the merger agreement restricts each of Delek and Alon from taking specified actions without the consent of the other party, and requires each of Delek and Alon to operate in the ordinary and usual course of business consistent with past practice. Alon is subject to a number of customary interim operating covenants relating to, among other things, its capital expenditures, incurrence of indebtedness, entry into or amendment of certain types of agreements, equity grants and changes in director, employee, independent contractor and consultant compensation. These restrictions may prevent Delek and/or Alon from making appropriate changes to their respective businesses or pursuing attractive business opportunities that may arise prior to the completion of the Mergers. See “The Merger Agreement—Interim Operations of Alon and Delek Pending the Mergers” beginning on page 188 for a description of the restrictive covenants applicable to Delek and Alon, respectively.

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If the Delek Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and the Mergers, taken together, are not treated as an “exchange” within the meaning of Section 351 of the Internal Revenue Code, the Delek stockholders and the Alon stockholders may be required to pay substantial U.S. federal income taxes.
The obligation of Delek to complete the Mergers is conditioned upon the receipt by Delek of an opinion from Baker Botts L.L.P., counsel to Delek, to the effect that (i) the Delek Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and (ii) the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, taken together with the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code. The obligation of Alon to complete the Mergers is conditioned upon the receipt by Alon of an opinion from Vinson & Elkins LLP, counsel to Alon, to the effect that the receipt by Alon stockholders of New Delek common stock in exchange for their Alon common stock pursuant to the Alon Merger, taken together with the receipt by Delek stockholders of New Delek common stock in exchange for their Delek common stock pursuant to the Delek Merger, will qualify as an “exchange” within the meaning of Section 351 of the Internal Revenue Code.
These opinions will be based on customary assumptions and representations from Delek and Alon, as well as certain covenants and undertakings by Delek and Alon. If any of the representations, assumptions, covenants, or undertakings upon which the opinions are based is incorrect, incomplete, inaccurate, or violated, the validity of the opinions may be affected and the U.S. federal income tax consequences of the Mergers could differ from those described in this joint proxy statement/prospectus. An opinion of counsel represents such counsel’s best legal judgment but is not binding on the Internal Revenue Service, which we refer to as the “IRS,” or any court. Neither Delek nor Alon intends to obtain a ruling from the IRS with respect to the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to these opinions. In such case, upon a holder’s exchange of Delek common stock and Alon common stock pursuant to the Mergers for New Delek common stock, such holder would recognize taxable gain or loss as if it sold its Delek common stock or Alon common stock, as applicable.
Risks Related to the Business of the Combined Company Following the Mergers
Delek is expected to incur substantial expenses related to the integration of Delek and Alon.
Delek is expected to incur substantial expenses in connection with the integration of the business, policies, procedures, operations, technologies and systems of Alon with those of Delek. There are a large number of systems that must be integrated, including management information, purchasing, administrative, accounting and finance, sales, marketing, billing, payroll and benefits, installation, engineering, infrastructure and regulatory compliance, among others. While Delek has assumed that a certain level of expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of all of the expected integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate

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accurately at the present time. These integration expenses likely will result in Delek taking significant charges against earnings following the completion of the Merger, but the amount and timing of such charges are uncertain at present, and if such charges are greater than expected, they could offset the cost synergies that Delek expects to achieve from the Alon Merger.
Following the Mergers, the combined company may be unable to integrate successfully the businesses of Delek and Alon and realize the anticipated benefits of the Mergers.
The Mergers involve the combination of two companies which currently operate as independent public companies (except to the extent of Delek’s stock ownership in Alon and representation on the Alon Board since May 2015). Following the Mergers, the combined company will be required to devote significant management attention and resources to integrating its business practices and operations. The combined company may fail to realize some or all of the anticipated benefits of the Mergers if the integration process takes longer than expected or is more costly than expected. Potential difficulties the combined company may encounter in the integration process include the following:
the inability to successfully combine the businesses of Delek and Alon in a manner that permits the combined company to achieve the synergies anticipated to result from the Mergers, which would result in the anticipated benefits of the Mergers not being realized partly or wholly in the time frame currently anticipated or at all;
lost sales and customers as a result of certain customers of either of the two companies deciding not to do business with the combined company;
complexities associated with managing the combined businesses;
integrating personnel from the two companies;
creation of uniform standards, controls, procedures, policies and information systems;
potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Mergers; and
performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the Mergers and integrating the companies’ operations.
In addition, Delek and Alon have operated and, until the completion of the Mergers, will continue to operate, independently (except to the extent of Delek’s stock ownership in Alon and representation on the Alon Board since May 2015). It is possible that the integration process could result in the diversion of each company’s management’s attention, the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, suppliers and employees or our ability to achieve the anticipated

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benefits of the Mergers, or could reduce the earnings or otherwise adversely affect the business and financial results of the combined company.
Activities undertaken during the pendency of the Mergers to complete the Mergers and the other transactions contemplated by the merger agreement may divert management attention and resources.
If the efforts and actions required of Delek and Alon in order to consummate the Mergers and the other transactions contemplated by the merger agreement are more difficult, costly or time consuming than expected, such efforts and actions could result in the diversion of each company’s management’s attention and resources or the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses, which could adversely affect the business and financial results of Delek or Alon, as applicable.
In connection with the continuing operations of the combined company following the Mergers, Delek may refinance a significant amount of indebtedness and otherwise require additional financing; it cannot guarantee that it will be able to obtain the necessary funds on favorable terms or at all.
Delek may elect to refinance certain of its own or Alon’s indebtedness even if not required to do so by the terms of such indebtedness. In addition, Delek may need or want to raise additional funds for the operations of the combined company following the Mergers. Delek and Alon have been and may continue to be engaged in discussions with certain potential financing sources, funds from which would be used in part to make any such refinancing and to provide a source of additional funds and liquidity for the operations of the combined company following the Mergers. However, the ability of the combined company to obtain such financing will depend on, among other factors, prevailing market conditions at the time of the proposed financing and other factors beyond the control of the combined company. There is no assurance that the combined company will be able to obtain additional financing on terms acceptable to the combined company, or at all.
In connection with the Alon Merger, Delek or one of its subsidiaries will be subject to significant additional indebtedness, which could adversely affect Delek, including by decreasing Delek’s business flexibility and increasing Delek’s interest expense.
As of March 31, 2017, Delek’s consolidated indebtedness was approximately $824.9 million, and Alon’s consolidated indebtedness was approximately $516.3 million. If the Alon Merger is completed, Delek expects that certain entities forming part of the combined company will be subject to substantially all of the consolidated indebtedness of Alon, and the combined company may have to incur additional indebtedness in connection with any extinguishment of such debt, as well as for its ongoing business needs. As a result, it is expected that the combined company will be subject to substantially increased indebtedness in comparison to Delek’s indebtedness on a recent historical basis. This increased indebtedness could have the effect, among other things, of reducing Delek’s flexibility to respond to changing business and economic conditions and increasing Delek’s interest expense. In addition, the amount of cash required to pay interest on the combined company’s indebtedness following completion of the Mergers, and thus the demands on the combined company’s cash resources, will be greater than the amount of cash required to service the

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indebtedness of Delek prior to the transaction. The increased levels of indebtedness following completion of the Mergers could therefore reduce funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.
Delek’s and Alon’s operations require substantial ongoing capital, and if financing is not available to the combined company on acceptable terms, if and when needed, its operations, growth and prospects could be negatively affected.
Delek’s and Alon’s respective businesses are capital intensive. Following the Mergers, the combined company is expected to incur significant costs on an ongoing basis to continue its operations, produce its current or future products, and to pay any significant unplanned or accelerated expenses or for new significant strategic investments.
Delek may also need or want to raise additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes following the Mergers. Delek’s ability to raise capital from third-party fund investors and lenders to fund its operations and growth, or to refinance its existing indebtedness, will depend on, among other factors, Delek’s financial position and performance, as well as prevailing market conditions and other factors beyond Delek’s control, such as any decisions by credit ratings agencies with respect to credit ratings that they may maintain with respect to Delek. Any concerns regarding Delek’s business and liquidity and the capital structure of Alon and Delek following the Mergers and general market conditions could negatively impact Delek’s ability to access the capital markets or to raise funds on acceptable terms, or at all.
Current Delek and Alon stockholders will have a reduced ownership and voting interest in the combined company after the Mergers and will exercise less influence over the combined company’s management.
Current Delek stockholders currently have the right to vote in the election of the Delek Board and the power to approve or reject any matters requiring stockholder approval under Delaware law and Delek’s certificate of incorporation and bylaws. Current Alon stockholders currently have the right to vote in the election of the Alon Board and the power to approve or reject any matters requiring stockholder approval under Delaware law and Alon’s certificate of incorporation and bylaws. Upon completion of the Mergers, each Delek and Alon stockholder who receives shares of New Delek common stock in the merger will become a stockholder of New Delek with a percentage ownership of New Delek that is smaller than each stockholder’s current percentage ownership of Delek or Alon, respectively. Based on the number of issued and outstanding shares of New Delek common stock and shares of Delek and Alon common stock as of May 25, 2017 and on the exchange ratio of 0.504, after the Mergers the former Delek stockholders are expected to become owners of approximately 76% of the outstanding shares of New Delek common stock immediately following the closing of the transaction, and the former Alon stockholders (other than Delek) are expected to become owners of approximately 24% of the outstanding shares of New Delek common stock immediately following the closing of the transaction.
As a result of the Mergers, current Delek and Alon stockholders will have less influence on the combined company’s management and policies than they now have on the management and policies of Delek and Alon, respectively.

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Future equity issuances could result in dilution of New Delek common stock, which could cause the price of New Delek common stock to decline, and future sales of New Delek common stock could depress the market price of New Delek common stock.
HoldCo may from time to time issue additional shares of New Delek common stock after the completion of the Mergers, including to finance the business of the combined company following the Mergers. Such future issuances may be at prices that are below the prevailing or historical market price of Delek or New Delek common stock. Actual or anticipated issuances or sales of substantial amounts of common stock could cause the market price of New Delek common stock to decline and make it more difficult for HoldCo to sell equity securities in the future at a time and on terms that HoldCo deems appropriate. Further, HoldCo’s ability to complete any future capital raise, including any offering of shares of New Delek common stock, on commercially reasonable terms is dependent on market conditions and factors which may be beyond HoldCo’s control, including actual or anticipated fluctuations in HoldCo’s operating results, changes in earnings estimated by securities analysts or HoldCo’s ability to meet those estimates, the operating performance and stock price of comparable companies, changes to the regulatory and legal environment under which HoldCo operates, and domestic and worldwide economic conditions.
The unaudited pro forma condensed combined financial data for Delek included in this joint proxy statement/prospectus is preliminary, and the combined company’s actual financial position and operations after the Mergers may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus.
The unaudited pro forma financial data for Delek included in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial position or operations would have been had the Mergers been completed within the expected time frame. The combined company’s actual results and financial position after the Mergers may differ materially and adversely from the unaudited pro forma financial data included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Alon identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Alon as of the date of the completion of the Mergers. For more information see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 219.
The prospective financial forecasts for Alon included in this joint proxy statement/prospectus reflect Alon management estimates and Alon’s actual performance may differ materially from the prospective financial forecasts included in this joint proxy statement/prospectus.
The prospective financial forecasts for Alon included in this joint proxy statement/prospectus are based on assumptions of, and information available to, Alon at the time such prospective financial forecasts were prepared. Alon does not know whether the assumptions made will prove correct. Any or all of such information may turn out to be wrong. Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Alon’s control. Further, prospective financial forecasts of this type are based on estimates

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and assumptions that are inherently subject to factors such as company performance, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Alon, including the factors described under “—Other Risk Factors of Delek and Alon” beginning on page 64 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 46, which factors and changes may cause the prospective financial forecasts or the underlying assumptions to be inaccurate. As a result of these contingencies, there can be no assurance that the prospective financial forecasts of Alon will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the inclusion of the prospective financial forecasts of Alon in this joint proxy statement/prospectus should not be regarded as an indication that the Delek Board, the Alon Board, Delek, Alon, HoldCo, TPH, J.P. Morgan or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.
The prospective financial forecasts were not prepared with a view toward public disclosure or toward compliance with U.S. GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.
In addition, the prospective financial forecasts have not been updated or revised to reflect information or results after the date the prospective financial forecasts were prepared or as of the date of this joint proxy statement/prospectus. For more information see “The Mergers—Certain Delek and Alon Unaudited Prospective Financial Information” beginning on page 151.
The combined company’s future results will suffer if it does not effectively manage its expanded operations following the Mergers.
Following the Mergers, the size and scope of operations of the business of the combined company will increase beyond the current size and scope of operations of either Delek’s or Alon’s current businesses. In addition, Delek may continue to expand its size and operations through additional acquisitions or other strategic transactions. Delek’s future success depends, in part, upon its ability to manage its expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurance that Delek will be successful or that it will realize the expected economies of scale, synergies and other benefits currently anticipated from the Mergers or anticipated from any additional acquisitions or strategic transactions.
The trading price of Delek and New Delek common stock is likely to continue to be volatile.
The trading price of Delek common stock has been highly volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond Delek’s control. Delek common stock has experienced an intra-day trading high of $26.06 per share and a low of $11.41 per share since January 1, 2016. The stock market in general, and the market for energy companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of companies’ stock, including Delek’s, regardless of actual operating performance. In addition, in the past, following periods of volatility

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in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. Any such stockholder litigation could result in substantial costs and a diversion of the attention and resources of Delek’s management.
Delek’s stock price may be negatively impacted by risks and conditions that apply to Delek, which differ from the risks and conditions applicable to Alon.
Upon completion of the Alon Merger, Alon stockholders will become holders of New Delek common stock. The businesses and markets of Delek and its subsidiaries differ from those of Alon. There is a risk that various factors, conditions and developments that would not affect the price of Alon common stock could negatively affect the price of Delek common stock. Please see Delek’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is incorporated by reference in this joint proxy statement/prospectus, and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 46 of this joint proxy statement/prospectus for a summary of some of the key factors that might affect Delek and the prices at which Delek or New Delek common stock may trade from time to time.
The shares of New Delek common stock to be received by Alon stockholders as a result of the Alon Merger will have different rights from the shares of Alon common stock currently held by Alon stockholders.
Upon completion of the Alon Merger, Alon stockholders will become holders of New Delek common stock and their rights as stockholders will be governed by HoldCo’s amended and restated certificate of incorporation and amended and restated bylaws, which will be substantially identical to the second amended and restated certificate of incorporation and third amended and restated bylaws of Delek. The rights associated with New Delek common stock are different from the rights associated with Alon common stock. See “Comparison of the Rights of Holders of New Delek Common Stock and Alon Common Stock” beginning on page 231 for a discussion of the different rights associated with New Delek common stock.
The market price of New Delek common stock may decline in the future as a result of the Mergers.
The market price of New Delek common stock may decline in the future as a result of the Mergers for a number of reasons, including if the integration of Delek and Alon is unsuccessful (including for the reasons set forth in the preceding risk factors) or if the combined company fails to achieve the perceived benefits of the Mergers, including financial results, as rapidly as or to the extent anticipated by financial or industry analysts. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have an adverse effect on the market for, or liquidity of, New Delek common stock, regardless of New Delek’s actual operating performance. These factors are, to some extent, beyond the control of Delek.
The Alon Merger may not be as accretive to Delek’s earnings per share as anticipated, which may negatively affect the market price of New Delek common stock.

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Delek currently anticipates that the Alon Merger will be accretive to earnings per share in 2018, assuming certain pre-tax synergies are realized. This expectation, however, is based on preliminary estimates which may materially change, including the currently expected timing of the Alon Merger. Delek could encounter additional transaction-related costs or other factors such as a delay in the closing of the Alon Merger and/or the failure to realize all of the benefits anticipated in the Alon Merger. All of these factors could decrease or delay the expected accretive effect of the Alon Merger and cause a decrease in the market price of New Delek common stock.
HoldCo will record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.
The Mergers will be accounted for as an acquisition by HoldCo in accordance with accounting principles generally accepted in the United States. Under the acquisition method of accounting, the assets and liabilities of Alon and its subsidiaries will be recorded, as of the completion of the Mergers, at their respective fair values and added to those of HoldCo.
Under the acquisition method of accounting, the total purchase price will be allocated to Alon’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Mergers. The excess of the purchase price over those fair values will be recorded as goodwill. To the extent the value of goodwill or intangibles becomes impaired, the combined company may be required to incur material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.
Other Risk Factors of Delek and Alon
Delek’s and Alon’s businesses are and will be subject to the risks described above. In addition, Delek and Alon are, and will continue to be, subject to the risks described in Delek’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Alon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, respectively, as, in each case, updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255 for the location of information incorporated by reference in this joint proxy statement/prospectus.


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THE DELEK SPECIAL MEETING OF STOCKHOLDERS
Date, Time and Place of the Delek Special Meeting of Stockholders
The special meeting of Delek stockholders will be held at Franklin Marriott Cool Springs, Arabian Room, 700 Cool Springs Boulevard, Franklin, Tennessee 37067, on June 29, 2017 at 8:30 a.m., local time.
Purpose of the Delek Special Meeting of Stockholders
At the Delek special meeting, Delek stockholders will be asked:
to consider and vote on a proposal to approve the issuance of New Delek common stock to the stockholders of Alon, as consideration for the Alon Merger contemplated by the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus (this proposal is referred to as the “New Delek share issuance proposal”); and
to consider and vote on a proposal to adjourn the Delek special meeting, if necessary or appropriate in the judgment of the Delek Board, to solicit additional proxies if there are not sufficient votes to approve the New Delek share issuance proposal (this proposal is referred to as the “Delek adjournment proposal”).
Delek will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Delek Board.
Recommendation of the Delek Board of Directors
On December 29, 2016, the Delek Board unanimously determined that the merger agreement, the Mergers and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Delek and its stockholders and unanimously approved the merger agreement, the Mergers and the other transactions contemplated by the merger agreement, including the issuance of shares of New Delek common stock in connection with the Alon Merger.
The Delek Board accordingly recommends that the Delek stockholders vote “FOR” each of the New Delek share issuance proposal and the Delek adjournment proposal.
Delek Record Date; Stockholders Entitled to Vote
Only holders of record of shares of Delek common stock at the close of business on May 26, 2017, the record date for the Delek special meeting, will be entitled to notice of, and to vote at, the Delek special meeting or any adjournments or postponements thereof. A list of stockholders of record entitled to vote at the special meeting will be available beginning at least 10 days before and continuing through the special meeting, at our executive offices and principal place of business at 7102 Commerce Way, Brentwood, Tennessee 37027 for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. The list will also be available at the special meeting for examination by any stockholder of record present at the special meeting.

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As of the close of business on the record date, there were outstanding a total of 62,032,476 shares of Delek common stock entitled to vote at the Delek special meeting. As of the close of business on the record date, approximately 1.70% of the outstanding Delek common shares were held by Delek directors and executive officers and their affiliates. We currently expect that Delek’s directors and executive officers will vote their shares in favor of the above-listed proposals, though they are under no obligation to do so.
Quorum
Stockholders who hold at least a majority of the shares of Delek common stock issued and outstanding as of the close of business on the record date and who are entitled to vote must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the Delek special meeting. Shares of Delek common stock represented at the Delek meeting and entitled to vote but not voted, including shares for which a stockholder directs an “abstention” from voting and broker non-votes (shares held by banks, brokerage firms or nominees that are present in person or by proxy at the Delek special meeting but with respect to which the broker or other stockholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), if any, will be counted as present for purposes of establishing a quorum. Shares of Delek common stock held in treasury will not be included in the calculation of the number of shares of Delek common stock represented at the meeting for purposes of determining whether a quorum is present.
Required Vote
In accordance with the provisions of the NYSE Listed Company Manual and Delek's third amended and restated bylaws, approval of the New Delek share issuance proposal requires the affirmative vote of the holders of a majority of the total votes of shares of Delek common stock cast in person or by proxy at the special meeting to approve the New Delek share issuance. Under Delek’s third amended and restated bylaws, approval of the Delek adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Delek common stock present in person or represented by proxy and entitled to vote at the Delek special meeting to approve the Delek adjournment proposal.
Abstentions and Broker Non-Votes
If you are a Delek stockholder and fail to vote or fail to instruct your broker or nominee to vote, or abstain from voting, it will have no effect on the New Delek share issuance proposal, assuming a quorum is present. If you are a Delek stockholder and fail to vote or fail to instruct your broker or nominee to vote with respect to any proposal, it will have no effect on the Delek adjournment proposal; however, if you abstain from voting, it and any broker non-votes will have the same effect as a vote against the Delek adjournment proposal.

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Voting on Proxies; Incomplete Proxies
A proxy card is enclosed for your use. Delek requests that you follow the instructions contained on the proxy card and vote via the Internet, by telephone, or mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of Delek common stock represented by it will be voted at the Delek special meeting or any adjournment thereof in accordance with the instructions contained in the proxy.
If a proxy is returned without an indication as to how the shares of Delek common stock represented are to be voted with regard to a particular proposal, the Delek common stock represented by the proxy will be voted in favor of each such proposal. At the date hereof, management has no knowledge of any business that will be presented for consideration at the special meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related Delek proxy card other than the matters set forth in Delek’s Notice of Special Meeting of Stockholders included in this joint proxy statement/prospectus. If any other matter is properly presented at the Delek special meeting for consideration, the enclosed form of proxy will authorize the proxies named therein to, and it is anticipated that such persons will, vote in accordance with their best judgment on such matter.
Your vote is important. Accordingly, please vote today following the instructions contained on the enclosed proxy card whether or not you plan to attend the Delek special meeting in person.
Shares Held in “Street Name”
If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in “street name”), your broker, bank, trust company or other nominee cannot vote your shares on “non-routine” matters without instructions from you. All of the proposals to be voted on at the Delek special meeting are non-routine. You should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions from your broker, bank, trust company or other nominee provided to you. Please check the voting form used by your broker, bank, trust company or other nominee. Note, a broker non-vote occurs when there are shares held in “street name” by a broker or other nominee that are present in person or represented by proxy at the meeting but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. However, because, as described above, all proposals for the special meeting are non-routine, broker non-votes will only occur with respect to a proposal in the event that a broker receives voting instructions for at least one proposal but not with respect to another proposal. In such an event the shares will not be voted for the uninstructed proposal(s) and such shares will represent broker non-votes with respect to the uninstructed proposal(s).
Please note that you may not vote shares held in street name by returning a proxy card directly to Delek or by voting in person at the Delek special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, trust company or other nominee.

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Revocability of Proxies and Changes to a Delek Stockholder’s Vote
You have the power to revoke your proxy at any time before your proxy is voted at the Delek special meeting. If you are a stockholder of record, you can revoke your proxy in one of three ways:
you can send a signed notice of revocation;

you can grant a new, valid proxy bearing a later date (including by telephone or through the Internet), provided that to ensure your new proxy is voted, any revised proxy submitted by telephone or Internet should be submitted within the timeframe previously described; or

you can attend the Delek special meeting and vote in person, which will automatically cancel any proxy previously given, or you can revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

If you choose either of the first two methods, your notice of revocation or your new proxy must be received by Delek’s Corporate Secretary at 7102 Commerce Way, Brentwood, Tennessee 37027, no later than the beginning of the Delek special meeting. If your shares are held in “street name” by your bank or broker, you should contact your broker to change your vote or revoke your proxy.

Solicitation of Proxies
In accordance with the merger agreement, the cost of proxy solicitation for the Delek special meeting will be borne by Delek. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Delek, some of whom may be considered participants in the solicitation, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Delek will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. Delek has retained Morrow Sodali, LLC to assist in its solicitation of proxies and has agreed to pay them a fee of $12,500, plus customary solicitation charges and reasonable expenses, for these services.
Attending the Delek Special Meeting of Stockholders
If you plan to attend the Delek special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held in “street name,” and you wish to vote at the special meeting, you must bring to the special meeting a “legal proxy” executed in your favor from the record holder (your broker, bank, trust company or other nominee) of the shares authorizing you to vote at the special meeting.
In addition, if you are a registered stockholder, please be prepared to provide proper identification, such as a driver’s license or passport. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your broker, bank, trust company or other nominee proving ownership on the Delek record date, along

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with proper identification. Stockholders will not be allowed to use cameras, recording devices and other similar electronic devices at the meeting.
Results of the Delek Special Meeting

The preliminary voting results will be announced at the Delek special meeting. In addition, within four business days following (and including) the date of the Delek special meeting, Delek intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, Delek will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four business days of the date that the final results are certified.
DELEK STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE NEW DELEK SHARE ISSUANCE PROPOSAL AND THE OTHER MATTERS TO BE VOTED ON AT THE DELEK SPECIAL MEETING.

Assistance
If you need assistance in completing your proxy card or have questions regarding the Delek special meeting, please contact Delek’s proxy solicitor, Morrow Sodali, LLC at 470 West Avenue, Third Floor, Stamford, CT 06902, call toll-free at (800) 662-5200 or international at +1 (203) 658-9400 or e-mail at DK@morrowsodali.com.


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THE ALON SPECIAL MEETING OF STOCKHOLDERS
Date, Time and Place of the Special Meeting
This proxy statement/prospectus is being furnished to Alon stockholders as part of the solicitation of proxies by the Alon board for use at the special meeting to be held on June 28, 2017 at 3:00 p.m. local time, at 12712 Park Central Drive, Conference Room 1, Dallas, Texas 75251, or at any postponement or adjournment thereof.
Purpose of the Alon Special Meeting of Stockholders
The purpose of the Alon special meeting is as follows:
to consider and vote on the Alon merger proposal;
to consider and vote on the Alon non-binding compensation advisory proposal; and
to consider and vote on the Alon adjournment proposal.
Alon will transact no other business at the Alon special meeting.
Recommendation of the Alon Board of Directors
The Alon board unanimously recommends that Alon stockholders vote:
1. “FOR” the approval of the Alon merger proposal (provided that Messrs. Ezra Uzi Yemin, Assaf Ginzburg, Frederec Green, Mark D. Smith and Avigal Soreq, each an executive officer of Delek, recused themselves in the recommendation of the Alon merger proposal);
2. “FOR” the approval of the Alon non-binding compensation advisory proposal; and
3. “FOR” the approval of the Alon adjournment proposal.
See the section entitled “The Mergers—Recommendation of Alon’s Board of Directors and Reasons for the Merger”.
Alon Record Date; Stockholders Entitled to Vote
Only holders of record of issued and outstanding shares of Alon common stock as of the close of business on May 26, 2017, the record date for the Alon special meeting, are entitled to notice of, and to vote at, the Alon special meeting or any adjournment or postponement of the Alon special meeting.
As of the close of business on the record date, there were 71,887,309 shares of Alon common stock issued and outstanding and entitled to vote at the special meeting. Each Alon stockholder is entitled to one vote for each share of Alon common stock owned as of the record date.

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A complete list of Alon stockholders entitled to vote at the special meeting will be available for inspection, for any purpose germane to the meeting, at Alon’s principal place of business during regular business hours for a period of no less than 10 days before the special meeting and, during the special meeting, at 12712 Park Central Drive, Conference Room 1, Dallas, Texas 75251.
Quorum
A majority of the shares entitled to vote at the Alon special meeting must be present in person or by proxy at the special meeting in order to constitute a quorum. If you submit a properly executed proxy card or vote by telephone or the Internet, you will be considered part of the quorum.
Abstentions and broker non-votes, if any, will be deemed present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum. Alon common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the bank, broker or other nominee with respect to any proposal, and Alon common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.
If a quorum is not present or if there are not sufficient votes for the approval of the Alon merger proposal, Alon expects that the special meeting will be adjourned to solicit additional proxies. At any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Required Vote
Approval of the Alon merger proposal requires (i) the Alon Common Stockholder Approval and (ii) the Alon Disinterested Stockholder Approval. Therefore, if you do not vote your shares of Alon common stock, abstain from voting or fail to instruct your bank, broker or other nominee to vote on the Alon merger proposal, it will have the same effect as a vote “AGAINST” the Alon merger proposal.
Approval, on an advisory basis, of the non-binding compensation advisory proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Alon common stock entitled to vote on the proposal which have actually been voted. If you fail to vote, abstain from voting, or fail to submit any instruction to your bank, broker or other nominee with respect to the Alon advisory compensation proposal (i.e., a non-broker vote), it will have no effect on the advisory compensation proposal. The vote on the advisory compensation proposal will not be binding on Delek, Alon, the Alon Board or any of its committees.
If a quorum is present, approval of the Alon adjournment proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding shares of Alon common stock entitled to vote on the proposal which have actually been voted. If a quorum is present and you fail to vote, abstain from voting or fail to submit any instruction to your bank, broker or other

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nominee with respect to the Alon adjournment proposal (i.e., a broker non-vote), it will have no effect on the Alon adjournment proposal.
If a quorum is not present, approval of the Alon adjournment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Alon common stock present in person or by proxy and entitled to vote on the proposal. If a quorum is not present and you abstain from voting on the Alon adjournment proposal, it will have the same effect as a vote “AGAINST” the Alon adjournment proposal. If a quorum is not present and you fail to vote or fail to submit any instruction to your bank, broker or other nominee with respect to the Alon adjournment proposal (i.e., a broker non-vote), it will have no effect on the Alon adjournment proposal.
The matters to be voted on at the Alon special meeting are described in the section entitled “-Alon Proposals” beginning on page 75.
 
Methods of Voting
Registered stockholders, whether holding shares directly as stockholders of record or beneficially in “street name,” may vote via the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting; by telephone using the toll-free telephone number listed on the enclosed proxy card; or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Stockholders of record may vote in person by ballot at the Alon special meeting or by submitting their proxies:
via the Internet by going to the website shown on your proxy card and following the instructions outlined on the secured website using certain information provided on your proxy card or voting instruction form;
by telephone by using the toll-free number shown on your proxy card, or by following the instructions on your proxy card; or
by completing, signing and returning your proxy or voting instruction card in the accompanying prepaid reply envelope.
Alon stockholders who hold their shares in “street name” by a broker, nominee, fiduciary or other custodian should refer to the proxy card or other information forwarded by their broker, nominee, fiduciary or other custodian for instructions on how to vote their shares.
If you wish to submit your proxy by the Internet or telephone, to ensure your shares are voted please submit your Internet or telephone proxy by 11:59 p.m. Eastern Time, on June 27, 2017. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with Alon’s Corporate Secretary by the time the special meeting begins.

Voting in Person

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Shares held directly in your name as stockholder of record may be voted in person at the Alon special meeting. If you choose to vote your shares in person at the Alon special meeting, please bring your enclosed proxy card and proof of identification. Even if you plan to attend the Alon special meeting, the Alon Board recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Alon special meeting.
If you are a beneficial holder, you will receive separate voting instructions from your broker, bank or other nominee explaining how to vote your shares. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Alon special meeting, you will not be permitted to vote in person unless you first obtain a legal proxy issued in your name from the record owner. You are encouraged to request a legal proxy from your broker, bank or other nominee promptly as the process can be lengthy.
Questions About Voting
If you have any questions about how to vote or direct a vote in respect of your shares of Alon common stock, you may contact Morrow Sodali, LLC, Alon’s proxy solicitor, at:
MORROW SODALI, LLC
470 West Avenue
Third Floor
Stamford, CT 06902
Stockholders Call Toll-Free:
(800) 662-5200
International Callers: +1 (203) 658-9400
Email: ALJ@morrowsodali.com

Revocability of Proxies
If you are a stockholder of record of Alon, whether you vote by telephone, Internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:
submit a new proxy card bearing a later date;
vote again by telephone or the Internet at a later time, provided that, to ensure your new vote is counted, you should submit your vote within the timeframe noted above;
give written notice before the meeting to the Alon Corporate Secretary stating that you are revoking your proxy; or
attend the Alon special meeting and vote your shares in person. Please note that your attendance at the meeting will not alone serve to revoke your proxy.

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Proxy Solicitation Costs
The enclosed proxy card is being solicited on behalf of the Alon Board. In addition to solicitation by mail, Alon’s directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.
Alon has retained Morrow Sodali, LLC to assist in the solicitation process. Alon will pay Morrow Sodali, LLC a fee of approximately $12,500, as well as reasonable and documented out-of-pocket expenses. Alon also has agreed to indemnify Morrow Sodali, LLC against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
Alon will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Alon common stock held of record by such nominee holders. Alon will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.
No Appraisal Rights
Because holders of Alon common stock are not required to receive consideration other than stock consideration in the Alon Merger, or cash in lieu of fractional shares, and shares of Delek common stock are and the New Delek common stock to be issued as merger consideration will be listed on the NYSE, holders of shares of Alon common stock are not entitled to exercise appraisal rights under Delaware law in connection with the Alon Merger.
Vote of Alon’s Directors, Executive Officers and Significant Stockholders

As of May 26, 2017, Alon directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 6,275,599 shares of Alon common stock, or approximately 8.7% of the total outstanding shares of Alon common stock as of the record date. In addition, as of May 26, 2017, Delek owned and was entitled to vote 33,691,292 shares of Alon common stock, or approximately 47% of the total outstanding shares of Alon common stock as of the record date.
Concurrently with the execution of the merger agreement, Alon, Delek and each of David Wiessman, D.B.W. Holdings (2005) Ltd. (an entity controlled by David Wiessman), Jeff Morris and Karen Morris entered into voting agreements pursuant to which they have agreed, among other things, to vote all of the shares of Alon common stock beneficially owned by them in favor of the adoption of the merger agreement, on the terms and subject to the conditions set forth in the Alon voting agreements. See “The Voting Agreements.”
Alon currently expects that all of its directors and executive officers and Delek will vote their shares “FOR” the Alon merger proposal, “FOR” the non-binding compensation advisory proposal and “FOR” the Alon adjournment proposal.

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Attending the Alon Special Meeting of Stockholders
You are entitled to attend the Alon special meeting only if you were a stockholder of record of Alon at the close of business on the record date or you held your shares of Alon beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy for the Alon special meeting.
If you were a stockholder of record of Alon at the close of business on the record date and wish to attend the Alon special meeting, please so indicate on the appropriate proxy card or as prompted by the Internet or telephone voting system. Your name will be verified against the list of stockholders of record prior to your being admitted to the Alon special meeting.
If a broker, bank or other nominee is the record owner of your shares of Alon common stock, you will need to have proof that you are the beneficial owner as of the record date to be admitted to the Alon special meeting. A recent statement or letter from your broker, bank or other nominee confirming your ownership as of the record date, or presentation of a valid proxy from a broker, bank or other nominee that is the record owner of your shares, would be acceptable proof of your beneficial ownership.
You should be prepared to present photo identification for admittance. If you do not provide photo identification or comply with the other procedures outlined above upon request, you might not be admitted to the Alon special meeting.
Results of the Alon Special Meeting
The preliminary voting results will be announced at the Alon special meeting. In addition, within four business days following (and including) the date of the Alon special meeting, Alon intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, Alon will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four business days of the date that the final results are certified.
ALON STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE ALON MERGER PROPOSAL AND THE OTHER MATTERS TO BE VOTED ON AT THE ALON SPECIAL MEETING.
ALON PROPOSALS
Alon Merger Proposal
It is a condition to the completion of the Mergers that Alon stockholders adopt the merger agreement. In the Delek Merger, each issued and outstanding share of common stock of Delek, or fraction thereof, will be converted into the right to receive one validly issued, fully paid and non-assessable share of HoldCo common stock, par value $0.01 per share, referred to as New Delek

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common stock, or such fraction thereof equal to the fractional share of New Delek common stock, upon the terms and subject to the conditions set forth in the merger agreement. In the Alon Merger, each issued and outstanding share of common stock of Alon, par value $0.01 per share, other than Alon common stock held by Delek or any subsidiary of Delek, will be converted into the right to receive 0.504 validly issued, fully paid and non-assessable shares of New Delek common stock, upon the terms and subject to the conditions set forth in the merger agreement, which are described in the section entitled “The Merger Agreement—Merger Consideration” beginning on page 182.
The approval of this proposal by holders of Alon common stock is required by Section 251 of the DGCL. Approval of the Alon merger proposal requires the Alon Common Stockholder Approval. Abstentions and broker non-votes and any other failure to vote or failure to instruct your broker, bank or other nominee how to vote on the Alon merger proposal will have the same effect as a vote “AGAINST” the proposal. In addition, pursuant to the merger agreement, the Alon Disinterested Stockholder Approval is a condition to the completion of the Alon Merger.

The Alon board of directors recommends a vote “FOR” the Alon merger proposal.
Non-Binding Compensation Advisory Proposal
As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Alon is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Alon’s named executive officers that is based on or otherwise relates to the Alon Merger, as described in the section entitled “The Mergers—Interests of Alon’s Directors and Executive Officers in the Mergers” beginning on page 165. Accordingly, Alon stockholders are being provided the opportunity to cast an advisory vote on such payments.
As an advisory vote, this proposal is not binding upon Alon or the Alon Board, and approval of this proposal is not a condition to completion of the Alon Merger. Because such compensation is payable pursuant to pre-existing contractual arrangements with Alon’s named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, and regardless of whether the merger agreement is adopted (subject only to the contractual conditions applicable thereto). However, Alon seeks the support of its stockholders and believes that stockholder support is appropriate because Alon has a comprehensive executive compensation program designed to link the compensation of its executives with Alon’s performance and the interests of Alon stockholders. Accordingly, holders of Alon common stock are being asked to vote on the following resolution:
“RESOLVED, that the Alon stockholders approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the named executive officers of Alon that is based on or otherwise relates to the Alon Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of Alon’s Directors and Executive Officers in the Mergers.”
Approval of the non-binding compensation advisory proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the shares of Alon common stock outstanding and

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entitled to vote on the proposal which have actually been voted. Abstentions and broker non-votes and any other failure to vote or failure to instruct your broker, bank or other nominee how to vote on the non-binding compensation advisory proposal will have no effect on the outcome of the vote.
The Alon board of directors recommends a vote “FOR” the non-binding compensation advisory proposal.
Alon Adjournment Proposal

Alon stockholders are also being asked to approve a proposal to adjourn the Alon special meeting, if necessary or appropriate in the judgment of the Alon Board, to solicit additional proxies in favor of the Alon merger proposal if there are not sufficient votes at the time of the Alon special meeting to approve the Alon merger proposal. If the Alon special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their exercise.
If a quorum is present, approval of the Alon adjournment proposal requires the affirmative vote, in person or by proxy, of holders of a majority of the shares of Alon common stock outstanding and entitled to vote on the proposal which have actually been voted. Abstentions and broker non-votes and any other failure to vote or failure to instruct your broker, bank or other nominee how to vote on the Alon adjournment proposal will have no effect on the outcome of the vote.
If a quorum is not present, approval of the Alon adjournment proposal requires the affirmative vote of holders of a majority of the shares of Alon common stock present in person or by proxy and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the proposal. Broker non-votes and any other failure to vote or failure to instruct your broker, bank or other nominee how to vote on the adjournment proposal will have no effect on the outcome of the vote.
Approval of the Alon adjournment proposal is not required in order for the Alon special meeting to be adjourned. Under the Alon bylaws, if a quorum is not established with respect to a particular subject matter, stockholders entitled to vote at the Alon special meeting, whether present in person or represented by proxy, have the power to adjourn the Alon special meeting from time to time, without notice other than announcement at the Alon special meeting, until a quorum is present with respect to that subject matter.

The Alon board of directors recommends a vote “FOR” the Alon adjournment proposal.


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INFORMATION ABOUT THE PARTIES
Delek US Holdings, Inc.
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, Tennessee 37027
Phone: (615) 37027
Delek US Holdings, Inc. is a Delaware corporation formed in April 2001.
Delek is an integrated downstream energy business focused on petroleum refining, the wholesale distribution of refined products and, prior to August 2016, convenience store retailing. Prior to August 2016, Delek aggregated its operating units into three reportable segments: refining, logistics and retail. However, in November 2016, Delek sold its retail related assets, including MAPCO Express, Inc. and certain related affiliated companies (together “MAPCO”), to a U.S. subsidiary of Compañía de Petróleos de Chile COPEC S.A. for total cash consideration of $535.0 million, plus MAPCO’s estimated cash on hand and a working capital adjustment, totaling approximately $16.3 million. At closing, $156.0 million of debt associated with MAPCO was repaid, along with a debt prepayment fee of $13.4 million and an estimated $4.6 million of transaction related costs.
Delek’s refining segment operates refineries in Tyler, Texas and El Dorado, Arkansas with a combined design crude throughput capacity of 155,000 barrels per day. Delek’s logistics segment gathers, transports and stores crude oil and markets, distributes, transports and stores refined products in select regions of the southeastern United States and west Texas for its refining segment and third parties.
Delek owns a 61.2% limited partner interest in Delek Logistics Partners, LP (NYSE: DKL) and a 94.9% interest in the entity that owns the entire 2.0% general partner interest in Delek Logistics and all of the incentive distribution rights. Delek Logistics was formed by Delek in 2012 to own, operate, acquire and construct crude oil and refined products logistics and marketing assets. Delek Logistics’ initial assets were contributed by Delek and included certain assets formerly owned or used by certain of Delek’s subsidiaries. A substantial majority of Delek Logistics’ assets are currently integral to Delek’s refining and marketing operations.
Delek also owns a non-controlling equity interest of approximately 47% of the outstanding shares of common stock of Alon. Delek’s investment in Alon is accounted for as an equity method investment and the earnings from this equity method investment reflected in Delek’s consolidated statements of income include Delek’s share of net earnings directly attributable to this equity method investment, and amortization of the excess of Delek’s investment balance over the underlying net assets of Alon.
Delek’s common stock is traded on the NYSE under the trading symbol “DK.”

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Additional information about Delek and its subsidiaries is included in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255.
Alon USA Energy, Inc.
Alon USA Energy, Inc.
12700 Park Central Drive, Suite 1600
Dallas, Texas 75251
Phone: (972) 367-3600
Alon USA Energy, Inc. is a Delaware corporation formed in 2000.
Alon is an independent refiner and marketer of petroleum products, operating primarily in the South Central, Southwestern and Western regions of the United States. Alon owns 100% of the general partner and 81.6% of the limited partner interests in the Alon USA Partners, LP (NYSE: ALDW), which owns a crude oil refinery in Big Spring, Texas, with a crude oil throughput capacity of 73,000 barrels per day (“bpd”) and an integrated wholesale marketing business. In addition, Alon directly owns a crude oil refinery in Krotz Springs, Louisiana, with a crude oil throughput capacity of 74,000 bpd. Alon also owns crude oil refineries in California, which have not processed crude oil since 2012. Alon owns a majority interest in a renewable fuels project in California, with a throughput capacity of 3,000 bpd. Alon is a marketer of asphalt, which Alon distributes primarily through asphalt terminals located predominately in the southwestern and western United States. Alon is the largest 7-Eleven licensee in the United States and operates approximately 300 convenience stores which also market motor fuels in Central and West Texas and New Mexico.
Alon’s common stock is traded on the NYSE under the trading symbol “ALJ.”
Additional information about Alon and its subsidiaries is included in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 255.
Delek Holdco, Inc.
Delek Holdco, Inc.
7102 Commerce Way
Brentwood, Tennessee 37027
Phone: (615) 771-6701
Delek Holdco, Inc. is Delaware corporation formed in December 2016 and a direct, wholly owned subsidiary of Delek. HoldCo was formed solely to effect the combination of Delek and Alon by merging Delek Merger Sub, its direct, wholly owned subsidiary, with and into Delek, and merging Alon Merger Sub, its direct, wholly owned subsidiary, with and into Alon, in each case, as provided for in the merger agreement. HoldCo has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

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Following the completion of the transaction, HoldCo will be the parent company of Delek and Alon and will be named “Delek US Holdings, Inc.” The New Delek common stock issued by HoldCo in the Mergers is expected to be listed for trading on the NYSE under Delek’s ticker symbol, “DK.”
Dione Mergeco, Inc.

Dione Mergeco, Inc.
7102 Commerce Way
Brentwood, Tennessee 37027
Phone: (615) 771-6701
Dione Mergeco, Inc. is a Delaware corporation formed in December 2016 and a direct, wholly owned subsidiary of HoldCo. Delek Merger Sub was formed solely for the purpose of consummating the merger of Delek Merger Sub with and into Delek, as provided for in the merger agreement. Delek Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.
Astro Mergeco, Inc.

Astro Mergeco, Inc.
7102 Commerce Way
Brentwood, Tennessee 37027
Phone: (615) 771-6701
Astro Mergeco, Inc. is a Delaware corporation formed in December 2016 and a direct, wholly owned subsidiary of HoldCo. Alon Merger Sub was formed solely for the purpose of consummating the merger of Alon Merger Sub with and into Alon, as provided for in the merger agreement. Alon Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.


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THE MERGERS
This discussion of the Mergers is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference into this joint proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Mergers that is important to you. You should read the entire merger agreement carefully as it is the legal document that governs the Mergers. This section is not intended to provide you with any factual information about Delek or Alon. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings Delek or Alon make with the SEC that are incorporated by reference into this joint proxy statement/prospectus, as described in the section entitled “Where You Can Find More Information” beginning on page 255 of this joint proxy statement/prospectus.
Structure of the Mergers
At the effective time of the Delek Merger, Delek Merger Sub will merge with and into Delek, with Delek surviving as a wholly owned subsidiary of HoldCo, a new holding company formed by Delek. At the effective time of the Alon Merger, Alon Merger Sub will merge with and into Alon, with Alon surviving.
Merger Consideration
In the Delek Merger, Delek’s stockholders will receive one share of New Delek common stock for each issued and outstanding share of Delek common stock that they own immediately prior to the effective time of the Delek Merger.
In the Alon Merger, Alon’s stockholders (other than Delek or any subsidiary of Delek), will be entitled to receive 0.504 shares, referred to as the “exchange ratio,” of New Delek common stock for each issued and outstanding share of Alon common stock that they own immediately prior to the effective time of the Alon Merger, with cash paid in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Mergers.
Background of the Mergers
On February 2, 2015, Avigdor Kaplan, then the Chief Executive Officer of Alon Israel Oil Company Ltd. (“Alon Israel”), telephoned Ezra Uzi Yemin, the Chief Executive Officer of Delek. Mr. Kaplan advised Mr. Yemin of a potential opportunity for Delek to purchase Alon Israel’s shareholdings in Alon, then representing approximately 55% of Alon’s outstanding common stock. During February 2015, Delek conducted its own preliminary due diligence concerning Alon based upon publicly available information. The opportunity interested Delek for several reasons, including Delek’s desire to grow, the fact that Delek was already familiar with Alon given that both companies were previously associated with Israeli oil and gas companies and had completed their initial public offerings in the United States in the same timeframe, the similarity in size of the two companies, Delek’s interest in achieving greater geographic diversity in its business and greater exposure to

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the Permian Basin and Delek’s previous success in acquiring and integrating Lion Oil Company in a staged manner that began with an initial purchase of a minority equity interest.
Also during February 2015, representatives of Delek, including Assaf Ginzburg, Delek’s Chief Financial Officer, and Frederec Green, Delek’s Executive Vice President, engaged outside counsel, including Norton Rose Fulbright US LLP (“Norton Rose Fulbright”) and Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”), to discuss legal considerations associated with a potential purchase of Alon Israel’s shares of Alon common stock.
On February 12, 2015, Alon Israel filed a Form 4 with the SEC reflecting its sale of over 3.8 million shares of Alon common stock from February 10, 2015 through February 12, 2015, representing approximately 7% of the Alon common stock then outstanding.
On February 27, 2015, Messrs. Yemin and Ginzburg, along with Delek Vice President Avigal Soreq, met in New York with Mr. Kaplan, Yonel Cohen, then a director of Alon and Chairman of the Board of Alon Israel’s largest shareholder, and Shraga Biran, then a director of Alon and the controlling person of Alon Israel’s largest shareholder. They engaged in a high-level discussion of the opportunity for Delek to purchase Alon Israel’s remaining shares of Alon common stock, without negotiating any terms or reaching an agreement, arrangement or understanding with respect to those shares. Mr. Ginzburg advised Messrs. Kaplan, Cohen and Biran that a purchase would need to occur only with the prior approval of the Alon Board as contemplated by Section 203 of the Delaware General Corporation Law (“Section 203”).
On March 2, 2015, Delek delivered a letter to the Alon Board requesting approval for purposes of Section 203 with respect to the potential purchase by Delek of some or all of the Alon shares held by Alon Israel. In response, the Alon Board formed a special committee consisting of independent directors (the “203 Special Committee”) and authorized it to review, negotiate and evaluate Delek’s request and make a recommendation to the Alon Board.
From March 9, 2015 through March 19, 2015, representatives of Delek and the 203 Special Committee negotiated a stockholder agreement (the “Stockholder Agreement”). Based on the recommendation of the 203 Special Committee, on March 19, 2015, the Alon Board approved Delek’s purchases of the shares of Alon common stock from Alon Israel for purposes of Section 203, and the Stockholder Agreement was executed by the parties later that day.
On March 23 and 24, 2015, Messrs. Yemin, Ginzburg, Green and Soreq, accompanied by Delek Executive Vice President Mark D. Smith, met with Messrs. Kaplan, Cohen and Biran, who were joined by Boaz Biran, then a member of the Alon Board and a director of Alon Israel’s largest shareholder, and Amit Ben Itzhak, then a member of the Alon Board and Chairman of the Board of Alon Israel. They negotiated a confidentiality agreement and a term sheet for Delek’s purchase of all of the shares of Alon common stock then owned by Alon Israel, which were signed on March 24, 2015.
Between March 24, 2015 and April 14, 2015, Delek and Alon Israel negotiated the terms of a stock purchase agreement (the “Stock Purchase Agreement”). On April 14, 2015, the Delek Board discussed and approved a proposal for Delek to purchase the entirety of Alon Israel’s 48% equity

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interest in Alon.  Members of Delek’s management presented to the Delek Board a summary of the key terms of the proposed Stock Purchase Agreement, including the total consideration of approximately $583 million, a prohibition of the solicitation of competing bids in the period prior to closing, the obligation that Delek reimburse Alon Israel for expenses for five years at $1 million per year, the right of Alon Israel to nominate one seat on the Delek Board so long as it held 7.5% of Delek’s common stock and the registration rights associated with the Delek common stock to be issued to Alon Israel as part of the purchase price consideration. Later the same day, following the Delek Board’s approval of the proposed transaction, Delek entered into the Stock Purchase Agreement with Alon Israel, which provided for Delek’s acquisition of all of the 33,691,292 shares of Alon common stock owned by Alon Israel.
In addition, during early April 2015, Delek negotiated with the 203 Special Committee certain revisions and amendments to the Stockholders Agreement, including a “standstill” provision prohibiting Delek from acquiring additional shares that would result in Delek owning more than 49.99% of the outstanding Alon common stock before the 12-month anniversary of the closing of Delek’s purchase of the Alon shares from Alon Israel. The Amended and Restated Stockholder Agreement, entered into on April 14, 2015, also permitted Delek to nominate its own slate of directors, if it chose to do so, for Alon’s 2016 annual meeting of stockholders.
On May 3, 2015, the Delek Board held a meeting during which the board members discussed the upcoming closing of the purchase of the 48% stake in Alon from Alon Israel.  That acquisition was viewed by the Delek Board as consistent with Delek’s growth objective and desire to achieve greater economies of scale. The closing of the purchase occurred on May 14, 2015.
In connection with the closing of the acquisition, five Alon directors who were affiliated with Alon Israel resigned and were replaced as directors by five directors who were affiliated with Delek, Messrs. Yemin, Ginzburg, Green, Smith and Soreq. Additionally, David Wiessman resigned from the position of Executive Chairman of the Alon Board and Jeffrey D. Morris resigned from the position of Vice Chairman of the Alon Board. Messrs. Wiessman and Morris remained on the Alon Board. The Alon Board appointed Mr. Yemin as Chairman of the Alon Board.
On May 26, 2015, Delek filed a Schedule 13D with the SEC disclosing its acquisition of 48% of the Alon common stock and the Stockholder Agreement with Alon.
On May 28, 2015, pursuant to the terms of the Stock Purchase Agreement, Delek increased the size of its board from five to six members and elected Yonel Cohen, Alon Israel’s designee, to the Delek Board. On October 25, 2015, Mr. Cohen resigned from the Delek Board to pursue other business opportunities. The Delek Board seat left vacant by Mr. Cohen’s resignation has not been filled.
On Delek’s earnings conference calls in early May and early August 2015, Mr. Yemin responded to questions regarding Delek’s intentions with respect to a potential acquisition of the remaining outstanding shares of Alon common stock. Mr. Yemin stated that Delek would “need to think seriously” about acquiring the remainder of the Alon shares and that Delek was “not in the business of holding 48% in a company.”

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On July 31, 2015, the Alon Board met in person. At the meeting, Mr. Wiessman made reference to Mr. Yemin’s public remarks as well as market rumors and increased communications from stockholders and hedge funds following Delek’s acquisition of its 48% stake. In light of these referenced events, Mr. Wiessman proposed that the Alon Board form the Special Committee, consisting of directors not affiliated with Delek and delegated the authority to be prepared to respond quickly to any offers received with respect to a potential transaction with Delek. Specifically, such Special Committee would consist of Messrs. Wiessman, Morris, Haddock, Yeshayahu Pery, Zalman Segal and Ilan Cohen. Following this meeting, the Special Committee interviewed potential financial and legal advisors, discussed the qualifications of these candidates, solicited the perspectives of members of Alon management on those candidates and determined to engage J.P. Morgan Securities LLC (“J.P. Morgan”) as the Special Committee’s financial advisor and Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as the Special Committee’s legal counsel.
At a meeting of the Delek Board on August 2, 2015, Mr. Yemin presented Delek’s strategic update to the Delek Board, including a discussion concerning the potential acquisition of the Alon common stock held by the Disinterested Stockholders (as defined above) and the purchase of common units of Alon Partners from its public stockholders.
On September 29, 2015, the Special Committee held a telephonic meeting, and representatives of J.P. Morgan and a representative of Gibson Dunn participated. The Special Committee members determined that Mr. Wiessman would serve as Chairman of the Special Committee and confirmed the engagement of J.P. Morgan and Gibson Dunn. The Special Committee members reviewed and discussed Alon’s current ownership status and the history of Delek’s acquisition of its stock holdings in Alon, as well as their perception of an “overhang” caused by the uncertainty as to whether Delek might acquire the remaining Alon shares. The Special Committee members discussed process considerations for exploring Delek’s possible interest in engaging as part of a review of strategic alternatives. The representative of Gibson Dunn discussed with the Special Committee members their legal and fiduciary duties, as well as best practices regarding process, in connection with the consideration of any transaction. The Special Committee members concluded that Mr. Wiessman should reach out to Mr. Yemin to let him know that the Special Committee was beginning the process of assessing strategic alternatives and would like to know if the Special Committee should be aware of any transaction that Delek would contemplate in the near term.
On October 8, 2015, Mr. Wiessman contacted Mr. Yemin, in Mr. Yemin’s capacity as Chief Executive Officer and Chairman of the Delek Board, regarding the Special Committee process of analyzing strategic alternatives. Mr. Wiessman noted that a transaction between Delek and Alon would be an obvious strategic alternative to analyze and inquired whether there was a transaction that Delek would contemplate in the near term of which the Special Committee should be aware.
Although the Special Committee had been operating on the understanding that the Alon Board had established the Special Committee at its meeting on July 31, 2015, questions arose among the Alon Board members regarding the establishment of the Special Committee. Because of those questions, on October 30, 2015, the Alon Board formally approved the formation of the Special Committee and the authority of the Special Committee to engage financial and legal advisors and

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agreed that further resolutions delineating the powers and duties of the Special Committee would subsequently be drafted and approved.
Also on October 30, 2015, Mr. Wiessman and Mr. Yemin, in his capacity as an officer of Delek, met in person. Mr. Yemin told Mr. Wiessman that any deal between Delek and Alon would need to be a stock-for-stock deal due to leverage limitations but that, given the relative movement in the companies’ stock prices since Delek’s purchase of its 48% equity interest in Alon from Alon Israel, it might be difficult for Delek to propose an exchange ratio that would be attractive to the Disinterested Stockholders.
Later that day, the Special Committee met in person, along with representatives of J.P. Morgan and a representative of Gibson Dunn. Representatives of J.P. Morgan made a presentation regarding a potential process timeline, other process considerations and certain preliminary considerations regarding alternatives that could be considered by the Special Committee, including maintaining the status quo, formation of a logistics master limited partnership, the dropdown of the Krotz Springs refinery into Alon Partners, a retail separation, share buybacks, dividend increases and potential transactions with Delek or other potential strategic parties. The representatives of J.P. Morgan emphasized the preliminary nature of their analysis at that point, given that Alon would be finalizing a new financial plan in December as part of its normal year-end strategic planning process. A representative of Gibson Dunn discussed a number of matters relating to fiduciary duties, the provisions of the Stockholder Agreement (including the standstill then applicable to Delek and the expiration date of such standstill), Delek’s board nomination rights and alternatives that might be considered by the Special Committee. The Special Committee members discussed the relative movements in the stock prices of Alon and Delek since the acquisition by Delek of its interest in Alon and potential challenges that might be posed by a stock-for-stock merger with Delek, as well as whether adding a special dividend to Alon stockholders might be helpful in dealing with the relative stock price issue.
On November 20, 2015, members of the Alon Board again considered the adoption of resolutions delineating the power and authority of the Special Committee, including the authority to evaluate other transactions that may be alternatives to a transaction with Delek and the authority to reject any transaction with Delek. The Alon Board did not act to adopt such resolutions at that time.
At a meeting of the Delek Board on December 7, 2015, Mr. Yemin presented Delek’s strategic update to the Delek Board, including a discussion of potential synergy opportunities in a transaction between Delek and Alon.
On or about December 15, 2015, Mr. Wiessman and Mr. Haddock (another member of the Special Committee) met in person with Messrs. Yemin, Ginzburg and Green, in their capacities as officers of Delek. Mr. Yemin stated that he believed any deal with Alon would need to be at an exchange ratio reflecting a discount to current Alon market price. Mr. Wiessman stated that such exchange ratio would not be acceptable unless the Disinterested Stockholders were to receive substantial additional value and suggested that Mr. Yemin consider a one-time cash dividend to Alon stockholders. Mr. Yemin stated that, due to market conditions, Delek was unlikely to favor a special dividend.

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An in-person meeting of the Special Committee took place on December 16, 2015. A representative of Gibson Dunn attended the meeting. The Special Committee members discussed the terms of certain of Alon’s convertible debt, which included very significant economic “make whole” payment provisions that would be triggered if Delek’s ownership exceeded 50% (except in the case of a merger with at least 90% stock consideration). The representative of Gibson Dunn and the Special Committee members discussed the possibility of putting in place a stockholder rights plan to “freeze” Delek’s ownership after the expiration of the standstill limitations on May 14, 2016, including the fact that the Alon Board could put a stockholder rights plan in place within a few days if one were deemed necessary.
Representatives of J.P. Morgan then joined the meeting. Mr. Wiessman gave an update regarding the meeting with Mr. Yemin. Representatives of J.P. Morgan discussed the feasibility of a one-time cash dividend to Alon stockholders in connection with a transaction with Delek. The J.P. Morgan representatives gave a presentation regarding strategy and process points and reiterated that the unique synergy opportunities in a transaction between Delek and Alon, as well as current market and other challenges that Alon may face if it attempted to implement certain alternative transactions, meant that a transaction with Delek appeared attractive if it could be achieved on appropriate terms. The Special Committee members discussed the potential synergies of a transaction with Delek, as well as potential alternatives and agreed that, if it could be achieved on appropriate terms, a transaction with Delek appeared likely to be more advantageous than other alternatives. The Special Committee members then discussed talking points for further communications with Delek. The Special Committee members agreed that such talking points should emphasize (i) that the Special Committee is not interested in a transaction at a discount, (ii) the possibility that the Disinterested Stockholders could receive a $4 per share special dividend in connection with any transaction, (iii) the Special Committee’s views as to potential synergies and the potential attractiveness of a transaction to stockholders of both companies, (iv) the adverse debt “make whole” impact if Delek increased its ownership above 50% other than in a stock-for-stock merger and (v) the Special Committee's consideration of a stockholder rights plan.
On December 23, 2015, Alon and Delek entered into a confidentiality agreement to permit the exchange of certain non-public information. Delek filed an amendment to its Schedule 13D on December 23, 2015 to report the entry into such agreement and Delek’s evaluation of potential transactions. Alon thereafter began sharing certain information with Delek to assist Delek in evaluating potential synergies.
On December 31, 2015, Mr. Wiessman and Mr. Yemin, in his capacity as an officer of Delek, met in person. At the meeting, Mr. Wiessman at the Special Committee’s direction discussed with Mr. Yemin the talking points prepared at the December 16, 2015 meeting.
The Special Committee held a telephonic meeting on January 6, 2016, and representatives of J.P. Morgan and Gibson Dunn participated. Mr. Wiessman gave an update regarding his December 31 meeting with Mr. Yemin.
In early January 2016, Delek released an investor presentation that included some material regarding its investment in Alon. Specifically, the presentation revealed that potential next steps could include an acquisition of the remaining 52% interest in Alon or an acquisition of only enough

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shares of Alon common stock to increase Delek’s ownership stake to above 50% to give Delek effective control of Alon.
On January 14, 2016, Delek hired PricewaterhouseCoopers LLP (“PWC”) to act as a consultant to Delek for purposes of integration strategy and planning and identifying, validating and quantifying integration synergy opportunities.
Also in January 2016, in connection with the Delek Board’s strategic review of the company, Delek commenced a disposition process with respect to its retail business. The Delek Board believed that market conditions in the retail space would support a disposition at an attractive valuation, and that the disposition of the retail business would generate liquidity for Delek and be a viable alternative to a dropdown of retail assets to Delek Logistics.
On January 27, 2016, Mr. Wiessman met in person with Mr. Yemin, in his capacity as an officer of Delek. Mr. Yemin told Mr. Wiessman that, because of the relative stock price performance of the two companies, he did not believe a stock-for-stock deal was attractive to Delek unless the exchange ratio was at a significant discount to Alon’s stock price.
Also during the meeting of Mr. Wiessman and Mr. Yemin on January 27, 2016, Mr. Yemin stated that he thought it would be in the best interest of Alon for Delek not to nominate its own slate of directors as permitted by the Stockholder Agreement. He proposed instead that further to Delek's rights under the Stockholder Agreement, the current Alon Board largely be renominated, with two new independent directors replacing two of the current members of the Alon Board at such time. As a result of the sale of 3,810,747 shares of Alon by its controlling stockholder, Alon Israel, in February 2015, Alon had transitioned from being a controlled company and, as a result, would no longer be exempt from certain NYSE listing standards requiring that a majority of the members of the Alon Board be independent. In an effort to ensure compliance with such NYSE listing standards, Mr. Wiessman and Mr. Yemin discussed replacing Mr. Morris on Alon's Board because, as an employee of Alon, Mr. Morris would not satisfy the NYSE's independence standards.  Additionally, the Alon Board had a desire to find a board candidate that had extensive public company audit experience. Mr. Pery did not have extensive public company audit experience and his industry experience was less extensive than that of other Alon Board members. Mr. Yemin provided Mr. Wiessman with the names of two individuals, William Kacal and Franklin Wheeler, who had been recommended to Delek through industry contacts and Delek Board members. Each of Messrs. Kacal and Wheeler were expected to satisfy the NYSE's independence standards and possessed desirable professional experience. Mr. Kacal had over 40 years of accounting and management experience with Deloitte & Touche LLP and during such time had worked extensively with companies in the oil and natural gas industry. Mr. Wheeler had over 35 years of experience in the refining industry. After such discussion, the nominating and corporate governance committee of the Alon Board went through its internal evaluation process with respect to such individuals and determined that each had extensive experience that would add value to the Alon Board and were independent from Delek. The Special Committee and its advisors also evaluated Messrs. Kacal and Wheeler and determined that both were independent from Delek. At the suggestion of Mr. Wiessman, Mr. Yemin agreed that for one year following the termination of the current standstill restriction, Delek would agree

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to give 14 days’ prior notice before purchasing any Alon shares that would increase its ownership stake above 50%.
On January 29, 2016, Delek and Alon amended the Stockholder Agreement to provide for the nomination of the directors discussed by Mr. Yemin and Mr. Wiessman. Also on that date, Delek delivered a letter to Mr. Wiessman in his capacity as the Chairman of the Special Committee providing that, during the period from the expiration of Delek’s standstill obligation until May 14, 2017, Delek would provide at least 14 days’ notice prior to any purchases that would increase its Alon ownership stake to above 50% of outstanding shares.
On February 1, 2016, Messrs. Wiessman, Haddock and Morris, as members of the Special Committee, had a telephone conference with representatives of J.P. Morgan and a representative of Gibson Dunn during which Mr. Wiessman provided an update regarding his January 27 meeting with Mr. Yemin and related events. The participants discussed the need to have stockholder rights plan documents ready on short notice after the expiration of the Delek standstill, in case Delek were to deliver notice of its intention to increase its ownership stake above 50%. The Gibson Dunn representative was instructed to prepare such documents to have “on the shelf” and to present them to the Special Committee.
On February 3, 2016, Delek filed an amendment to its Schedule 13D reporting the January 29, 2016 amendment to the Stockholder Agreement.
In mid-February 2016, Mr. Wiessman and Mr. Yemin, in his capacity as an officer of Delek, had a discussion. Mr. Yemin told Mr. Wiessman that Delek was exploring the possibility of an offer that would limit the number of Delek shares to be issued as consideration to approximately 20%, with the remainder of the consideration payable in cash. Mr. Wiessman informed Mr. Yemin that the Special Committee would expect a substantial premium for any Alon shares purchased for cash because a cash purchase would not provide the Disinterested Stockholders with the opportunity to participate in future benefits from expected synergies at the combined company.
The Special Committee met in person on February 23, 2016, and representatives of J.P. Morgan and Gibson Dunn participated. Mr. Wiessman provided an update about his discussion with Mr. Yemin. The Special Committee members and representatives of J.P. Morgan discussed the substantial synergies from a stock-for-stock merger and the possibilities as to whether such synergies would mean that Delek stockholders might favor an “at market” stock-for-stock transaction despite the current relative stock prices of the two companies. The Special Committee members discussed drafting a letter, referred to as the Special Committee Proposal Letter, that could be delivered to Delek emphasizing the synergies and the potential benefits of a stock-for-stock transaction at an exchange ratio based on current market prices and maintaining the option for the Special Committee to decide to make the Special Committee Proposal Letter public. Because Mr. Wiessman was planning to meet with Mr. Yemin in the near future, the Special Committee members agreed that the Special Committee Proposal Letter should be finalized but not yet delivered, with Mr. Wiessman being authorized to determine whether to deliver the letter based on the outcome of his meeting with Mr. Yemin.

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On February 24, 2016, at its quarterly meeting, the Delek Board discussed strategic alternatives with respect to Delek’s 48% stake in Alon. The Delek Board also discussed changes in market conditions since the purchase of the 48% stake in Alon and the potential impact of these market conditions on the desirability of purchasing the Alon common stock owned by the Disinterested Stockholders. In addition, the Delek Board discussed Delek’s financing options for the acquisition of the Alon common stock owned by the Disinterested Stockholders, alternatives to acquiring the Alon common stock owned by the Disinterested Stockholders and the possible timing of these alternatives.
On March 14, 2016, Delek engaged Tudor Pickering Holt & Co. (“TPH”) to act as a financial advisor with respect to various potential transactions, including a potential transaction involving Alon .
On March 22, 2016, Mr. Wiessman met with Mr. Yemin, in his capacity as an officer of Delek. Mr. Yemin told Mr. Wiessman that Delek was considering a 50% stock/50% cash offer and that Delek understood that such a structure would require a premium for the cash purchase. Mr. Wiessman pointed out that such a structure would trigger significant “make whole” obligations on the part of Alon and would have adverse tax consequences to the Alon stockholders. Mr. Wiessman again raised the possibility of a significant special dividend to Alon stockholders in connection with a transaction, and Mr. Yemin advised that, due to market conditions, he did not see a dividend as something that Delek was likely to favor.
On April 1, 2016, Mr. Wiessman delivered the Special Committee Proposal Letter, to Delek’s CEO:
Ezra Uzi Yemin
Chairman, President and Chief Executive Officer
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Dear Uzi,
As you are aware, the Board of Alon Energy, Inc. (“Alon”) has formed a Special Committee (the “Committee”) to assess various strategic alternatives available to Alon including a potential business combination with Delek US Holdings, Inc. (“Delek US”). The Committee has retained both financial and legal advisors in our effort to evaluate how to maximize value for all of Alon’s shareholders. Based on our analysis of publicly available information and our preliminary synergy analysis, the Committee believes that a combination of Alon and Delek US would create meaningful value for both companies’ shareholders, particularly given the significant crossover between the two sets of shareholders.
Since Delek US’ initial purchase of the ~48% stake in Alon, there has been significant speculation in the marketplace surrounding a potential subsequent transaction to combine the two companies. Our view is that this uncertainty regarding a potential transaction is a distraction to both management teams, both sets of customers and all shareholders. The Committee believes that the current lack of clarity regarding a potential integration between Alon and Delek US and the current partial ownership structure continue to impair operations at both companies and fails to maximize value for our collective shareholders.

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Over the past months, we have engaged in constructive discussions with Delek US, including executing a confidentiality agreement, sharing confidential information and also making members of our management team available. All of this had the goal of better assessing the synergy opportunity available in a combination of our businesses. Unfortunately, we have not received any definitive feedback from Delek US, but our understanding is that based on preliminary work by your team, the annual synergy opportunity is estimated to be in excess of $100 million of savings. Additional work with both of our management teams and advisory teams is required to finalize these estimates, but it is clear that the size of the opportunity is substantial. These synergies represent a unique opportunity to create value for our shareholders that neither company is able to produce without the other.
Also, as part of our discussions, we have requested a proposed structure under which Delek US would be willing to enter into a combination. However, we have not received any substantive proposal from Delek US to date. Given the current operating conditions of our industry and the size of the synergy opportunity that is waiting to be captured, we therefore feel compelled to outline the structure under which we think a transaction could be completed. We are open to market-based suggestions to this structure that will help our collective shareholders capture the value available in a combination of our businesses.
Proposed Transaction Structure:
Consideration: 100% all stock exchange of Alon shares of Delek US. The exchange ratio would be at a market rate based on the 20 trading days volume weighted average price of each stock. As of March 30, 2016, this methodology would equate to a 0.687x exchange ratio of shares and pro forma ownership of approximately 70.77% for Delek US and approximately 29.23% for non-Delek US affiliated shareholders of Alon. We are open to evaluating alternative structures including considerations with a cash component or special dividends to Alon shareholders, but would note that a corresponding premium would be expected if cash is included given the synergy participation that our shareholders would be foregoing.
Governance: We would expect the combined company to have membership on the combined board of directors consistent with the pro forma ownership that each group of shareholders would represent. Additionally, we are committed to finding the best talent from our two management teams to run the combined company, but would expect Ezra Uzi Yemin to be the combined company CEO.
Diligence: We both operate in the same industry, and as such would expect reciprocal confirmatory diligence could be completed in a matter of weeks. Reciprocal diligence of both companies’ business plans and collaborative evaluation of the full synergy opportunities would be the key areas of focus in the diligence process.

We feel that the outlined transaction structure would be favorably received by both sets of shareholders as market-based and value-creating, and we would expect that, if publicly shared, a combination along these lines would be supported by the public markets. As mentioned, we are open to constructive, market-based feedback regarding this proposed structure, but the value that we believe is available to be captured for our shareholders is so significant that we felt we could not continue to wait for a proposal from Delek US.

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The Special Committee has authorized this letter, and we are prepared to immediately commence mutual confirmatory due diligence. Our proposal is conditional upon completion of our confirmatory due diligence and the entry into definitive documentation. Of course, any business combination between Alon and Delek US will require the affirmative vote of holders of a majority of the Alon shares not owned by Delek US or its affiliates, as well as approval by the Special Committee and Alon’s Board of Directors.
This letter is an expression of interest to be used only as a basis for discussion, and does not, and in no event shall be deemed to, constitute a commitment or agreement to consummate any proposed combination or any other transaction, and the parties will not be legally obligated by any of the terms contained in this letter (other than those relating to confidentiality) unless and until we enter into definitive documentation in form and substance satisfactory to the parties.
The Special Committee remains enthusiastic about working with Delek US to complete the proposed transaction, and we look forward to receiving your response so that value can be created for all of our shareholders as quickly as possible.
Best Regards,
/s/ David Wiessman
David Wiessman on behalf of the Special Committee
On April 6, 2016, the Delek Board held a meeting, during which the Special Committee Proposal Letter was discussed. After discussing Delek management’s ongoing assessment of market conditions at that time, Delek’s management and the Delek Board discussed the potential inclusion of a cash component to the transaction consideration.  Management advised the Delek Board that management was continuing to develop a detailed analysis of the Special Committee Proposal Letter and would present its analysis to the Delek Board at an upcoming meeting. As a result, the Delek Board determined that it should defer a response to the Special Committee Proposal Letter until such further analysis was completed. 
On April 19, 2016, Mr. Wiessman and Mr. Yemin, in his capacity as an officer of Delek, had a discussion during which Mr. Yemin said that the companies’ relative stock prices continued to make a transaction difficult. He also stated that the synergy analysis conducted thus far by Delek led Delek to believe that the annual synergies might be less than the $100 million amount included in the Special Committee Proposal Letter to Delek.
On May 3, 2016, Alon held its annual stockholders meeting, at which Messrs. William Kacal and Frank Wheeler were elected as new independent directors to replace the two directors who were not nominated for reelection. That same day, at the request of Mr. Wiessman, the Alon Board met in person and appointed Messrs. Kacal and Wheeler to replace the two outgoing members on the Special Committee.
Later that day, the Special Committee met in person, and representatives of J.P. Morgan and Gibson Dunn participated. At the request of Mr. Wiessman, the Special Committee invited Messrs. Yemin and Green, in their capacities as officers of Delek, to the first portion of the meeting. Mr. Wiessman requested that Mr. Yemin briefly address the Special Committee. Mr. Wiessman advised that the Special Committee would be in “listen only” mode. Mr. Yemin stated that, based on work

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done thus far, Delek believed that synergies from a potential business combination with Alon might be less than the $100 million figure suggested by the Special Committee in its prior letter. He stated that market prices made a deal very difficult and that, at this time, Delek could not support a stock-for-stock deal at an exchange ratio implied by current market prices. He stated that Delek also was concerned with there being adequate liquidity for the combined businesses and that Delek was exploring certain alternatives that could provide liquidity. Mr. Yemin also stated that he hoped that Delek could respond in some fashion to Alon’s letter in the near future, but such response might be somewhat generic.
After Messrs. Yemin and Green left the meeting, the Special Committee members and representatives of J.P. Morgan discussed the points raised by Mr. Yemin, including the desired liquidity levels. A representative of Gibson Dunn then delivered a presentation regarding the “on the shelf” stockholder rights plan documents that were being presented to the Special Committee, along with a discussion of fiduciary duties and other implications of presenting the stockholder rights plan to the Alon Board and implementing the plan if the Special Committee received notice from Delek that it was about to increase its ownership of Alon to more than 50%.
On May 4, 2016, the Delek Board met and discussed, among other things, the Special Committee Proposal Letter.  After discussion, the Delek Board determined that it was in the best interest of the Delek stockholders to wait for more favorable market conditions and the creation of additional liquidity before pursuing a business combination with Alon.
On May 6, 2016, Delek held its first quarter earnings call. In response to questions, Mr. Yemin stated that Delek believed with some certainty that a deal could be done with Alon at no premium to the current ratio, but that Delek did not want to do a deal at that ratio. He also said that he believed that the independent directors of Alon understood that it “doesn’t make sense” for there to be a transaction at an exchange ratio based on current market prices. Mr. Yemin suggested that Delek would work with Alon’s independent directors toward a potential transaction.
On May 13, 2016, Mr. Yemin, in his capacity as an officer of Delek, and Mr. Wiessman met in person. Mr. Yemin again emphasized that, in order to ensure adequate liquidity for a combined company, Delek would need to finalize another transaction prior to any deal with Alon. He told Mr. Wiessman that he expected that Delek would need approximately two months to finalize such a transaction. He also advised that Delek believed that the stock component of any transaction would need to involve an exchange ratio that represented a discount to Alon’s stock price. Mr. Wiessman said that such a discount would be unacceptable to the Special Committee.
On May 18, 2016, the Special Committee received a letter from Delek that read as follows:
May 18, 2016
Copy Via Email
Original Via FedEx
David Wiessman
Special Committee of the Board of Directors
Alon Energy, Inc.
12700 Park Central Drive, Suite 1600

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Dallas, TX 75251
Re:    Strategic Alternatives
Dear David:
Thank you for your letter that we received on April 1, 2016 which you sent on behalf of the special committee (the “Special Committee”) of the board of directors of Alon Energy, Inc. (“Alon”). Your correspondence stated that the Special Committee has been tasked with assessing various strategic alternatives that may be available to Alon including a potential business combination with Delek US Holdings, Inc. (“Delek”).
We have shared your letter with Delek’s board of directors and discussed the proposal set forth therein. Without commenting on statements contained in your letter, Delek continues to monitor market and company conditions and evaluate opportunities to combine the companies. We will contact you once we believe conditions are more supportive of a discussion regarding this matter.
Sincerely,
DELEK US HOLDINGS, INC.
By:    /s/ Ezra Uzi Yemin        
Ezra Uzi Yemin
Chairman / President / CEO
On May 22, 2016, Mr. Wiessman sent an email to Delek’s CEO that attached statements made by Mr. Yemin on Delek’s May earnings call. The email read as follows:
Uzi,
Thank you for your letter dated May 18th, 2016 responding to our April 1st, 2016 letter. As you know, the committee members were disappointed that there was no specificity in your response regarding potential next steps. We had no progress for some time now. Because of the lack of clarity around a reasonably path forward, as we discussed, Alon management stopped sharing synergy information that they have been sharing with your team. We would be happy to recommence that work once a reasonable path forward is outlined and to get synergy information from Delek that will move us forward in the process.
I would also like to highlight for you that your recent public comments regarding our discussions and your views on a potential transaction are not conducive to us finding a way toward a transaction that creates value for all of the shareholders. In our view your comments have caused undue volatility in the stocks and because of those public comments the committee advisors are telling us that we should publicly communicate directly with our shareholders as well. With all of this, I would ask that you be much more cautious in your public statements in the future (attached).
I am meeting with the Special Committee next week. I’m not sure exactly where things will go from there but I’m sure we’ll have some form of a formal response to your letter.
See you in your next visit

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The Special Committee met telephonically on May 24, 2016, and representatives of J.P. Morgan and Gibson Dunn participated. The Special Committee members discussed recent events and possible next steps. Representatives of J.P. Morgan made a presentation summarizing recent share prices and discussed the possibility of sending another letter to Delek that would reiterate many of the points in the Special Committee’s earlier letter but that would potentially propose an exchange ratio to attempt to minimize “play” that arbitrageurs could attempt with Alon’s stock in the event the letter was made public. The Special Committee members discussed the possibility of making the letter public and determined to deliver the letter but refrain from public disclosure of it pending further consideration.
On May 25, 2016, Mr. Wiessman sent the following letter to Mr. Yemin:
May 25, 2015
Ezra Uzi Yemin
Chairman, President and Chief Executive Officer
Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Dear Uzi,
We received your letter dated May 18th, 2016 responding to our April 1st, 2016 letter. We have reviewed the letter with The Special Committee and are disappointed that there was no specificity in your response regarding potential next steps. Since October 2015, The Special Committee has made multiple attempts to engage Delek US in meaningful dialogue in order to seriously evaluate a transaction; however, we have yet to see a credible path forward.
Since Delek US’ initial purchase of the ~48% stake of Alon, there continues to be significant speculation in the marketplace regarding a potential transaction to combine the two companies. This continued uncertainty is a distraction to both management teams, both sets of customers and all shareholders.
We have attempted to engage in constructive discussions with Delek US over the past months, including executing a confidentiality agreement, sharing confidential information and also making members of our management team available. All of this had the goal of better assessing the synergy opportunity available in a combination of our businesses and allowing time for Delek US to craft a formal proposal and path forward. However, given delays by Delek US, the current operating conditions in our industry and the size of the potential synergies, we felt compelled to outline a structure that we think could be executed and deliver significant value to our collective shareholders and sent you a transaction outlined in a letter on April 1, 2016. Consistent with our letter dated April 1st, 2016 we believe a market-based approach provides an opportunity for both sets of shareholders to immediately capture the value of synergies. As such, we would re-iterate our desire to move forward with a transaction on market-based terms and propose the following transaction structure:
Consideration: 100% all stock exchange of Alon shares for shares of Delek US. The exchange ratio would be at a market rate based on the 20 trading days volume weighted average price of each stock fixed as of May 24, 2016. The 20-trading-day volume-weighted exchange ratio of 0.615x would equate to pro forma ownership of approximately 72% for

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Delek US and approximately 28% for non-Delek US affiliated shareholders of Alon. We view this approach to the exchange ratio as market based and consistent with the average exchange ratio of 0.601x since Delek US’ original investment in Alon as well as the current exchange ratio of 0.582x as of market close on May 24, 2016. We continue to be open to evaluating alternative structures including consideration with a cash component or a special dividend to Alon shareholders, but would note that a corresponding premium would be expected if cash is included given the synergy participation that our shareholders would be foregoing and potential tax implications.
Governance: We continue to expect the combined company to have membership on the combined board of directors consistent with the pro forma ownership that each group of shareholders would represent. Additionally, we are committed to finding the best talent from our two management teams to run the combined company, but would expect the combined Company CEO to be Ezra Uzi Yemin or to be named by Delek US.
Diligence: We both operate in the same industry, and as such remain committed to completing reciprocal confirmatory diligence in a matter of weeks. Reciprocal diligence of both companies’ business plans and collaborative evaluation of the full synergy opportunities would continue to be key areas of focus in the diligence process.
We feel that the outlined transaction structure would be favorably received by both sets of shareholders as market-based and value-creating. As mentioned, we are open to constructive, market-based feedback regarding this proposed structure, but the value that we believe is available to be captured for our shareholders is so significant that we felt we could not continue to wait for a more specific proposal from Delek US.
Unfortunately, despite the significant investment of Alon time and resources to help Delek US quantify the synergy potential, The Special Committee never received any detailed feedback on the conclusions of the working team. As a result of the unwillingness of Delek US to share any detailed findings related to synergies and in conjunction with lack of clarity around a reasonable path forward, Alon stopped sending synergy information to Delek US. As such, additional work with both of our management and advisory teams will be required, but based on our preliminary assessment it is clear that size of this synergy opportunity is substantial. These synergies represent a unique opportunity to create value for our collective shareholders that neither company would be able to realize without the other and we remain committed to working together to assess the synergy value collectively. We would be happy to recommence the synergy work once a reasonable path forward is outlined and move forward on a mutual basis to assess potential synergies in greater detail.
We would prefer to continue our discussions privately; however, due to the lack of clarity we have on a reasonable path forward and previous public statements made by Delek US, we reserve the right to release our proposal publicly. Should Delek US have a more specific proposal The Special Committee should consider, we remain open-minded and ready to listen.
Of course, any business combination between Alon and Delek US will require the affirmative vote of holders of a majority of the Alon shares not owned by Delek US or its affiliates, as well as approval by The Special Committee and Alon’s Board of Directors.
This letter is to be used only as a basis for discussion, and does not, and in no event shall be deemed to, constitute a commitment or agreement to consummate any proposed

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combination or any other transaction, and the parties will not be legally obligated by any of the terms contained in this letter (other than those relating to confidentiality) unless and until we enter into definitive documentation in form and substance satisfactory to the parties.
Best Regards,
David Wiessman on behalf of the Special Committee
At a June 1, 2016 meeting of the Delek Board, Mr. Wiessman's letter from May 25, 2016 was discussed. The Delek Board determined that market conditions continued to be similar to those in existence on May 4, 2016 when the Delek Board had previously considered the Special Committee Proposal Letter and that Delek should continue to wait for more favorable market conditions.
On June 9, 2016, Mr. Yemin sent the following response letter to Mr. Wiessman:
June 9, 2016
Via Electronic Mail
David Wiessman
on behalf of the Special Committee of Alon Energy, Inc.
12700 Park Central Dr., Suite 1600
Dallas, TX 75251
Dear David:
Thank you for your letter dated May 25, 2016. We appreciate Alon Energy, Inc.’s (“Alon”) continued interest in pursuing a combination with Delek US Holdings, Inc. (“Delek”), and we remain open to exploring the merits of a potential transaction.
We agree that synergies represent a key potential benefit of a transaction. We have made meaningful progress in assessing potential synergies and would be happy to share the results of our review thus far. While significant review and analysis remains to be done with respect to potential commercial synergies, our initial work indicates that potential synergies may be smaller than we anticipated. However, we are hopeful that, upon obtaining access to data necessary to complete our review, further incremental synergy opportunities can be identified. We respectfully request that Alon resume providing synergy information to Delek so that we may continue our work.
Additionally, we are closely monitoring challenging fundamentals currently facing our industry. Companies in our industry broadly, and both Alon and Delek in particular, experienced challenging first quarter operating and financial results. At present, market conditions do not appear to be improving. Further, tight conditions in the credit markets, particularly for refining companies and master limited partnerships, add another layer of uncertainty to our analysis of a transaction. As we highlighted on our first quarter earnings call, our long-term strategy is not to merely maintain our current stake in Alon. However, we also stated that we believe preserving liquidity and financial flexibility are of paramount importance and in the best interests of Delek’s shareholders. We will require a high degree of comfort with respect to pro forma capital needs and available liquidity in connection with any significant transaction or strategic initiative.
Despite these challenges, Delek has retained financial advisors and legal counsel and will continue assessing a potential transaction. We remain highly focused on preserving and

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enhancing our liquidity and financial flexibility, and we are currently evaluating a variety of options to do so, including the sale of our retail assets to Delek Logistics Partners, LP or others.
Finally, we share Alon’s preference for private discussions. We are happy to discuss any of Alon’s concerns or ideas for a transaction structure with Alon’s Special Committee and its appropriate representatives. However, we believe that any voluntary public disclosure of specific proposals that Alon has made would be premature. Therefore, we ask that you continue to abide by the terms of our confidentiality agreement dated December 23, 2015 and refrain from making any such disclosures. We look forward to maintaining an open, positive line of communica