UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December 20~~February 5, ~~2017~~2018

Alon USA Partners, LP

(Exact name of registrant as specified in its charter)

Delaware	~~001-35742~~	46001-~~0810241~~35742	46-0810241
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

7102 Commerce WayBrentwood, Tennessee	37027
7102 Commerce Way Brentwood, Tennessee	37027
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (615) 771-6701

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 85.~~01 Other~~07 ~~Events~~Submission of Matters to a Vote of Security Holders.

As previously disclosed on November 8, 2017, Alon USA Partners, LP (“MLP”), a Delaware ~~corporation~~limited partnership and an indirect, partially owned subsidiary of Delek US Holdings, Inc., a Delaware corporation (“Parent”), and Alon USA Partners GP, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“MLP General Partner”, and together with MLP, the “MLP Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”). ~~The MLP Parties became subsidiaries of Parent as a result of the Delek-Alon Mergers and the Delek-Alon Merger Agreement described and defined below.~~ Pursuant to the Merger Agreement, Merger Sub will be merged with and into MLP, with MLP being the surviving entity and an indirect, wholly owned subsidiary of Parent (the “Merger”). The completion of the Merger is subject, among other conditions, to the delivery of written consents representing the affirmative vote or consent of holders of at least a majority of the outstanding common units of MLP.

~~Also~~As as previously ~~disclosed~~announced, onthe ~~November~~completion 8,of ~~2017~~the Merger is subject, ~~pursuant~~among other conditions, to the ~~terms~~delivery of written consents representing the ~~Support~~affirmative ~~Agreement~~vote byor ~~and~~consent ~~between~~of ~~MLP~~holders ~~and~~of ~~Alon~~at ~~Assets,~~least ~~Inc~~a ~~(“AAI”),~~majority ~~AAI,~~of ~~which~~the asoutstanding common units of ~~November~~MLP. 8,The ~~2017~~board ~~beneficially~~of ~~owned~~directors ~~51,000,000~~of MLP ~~Common~~General ~~Units~~Partner ~~representing~~set ~~approximately~~January 2, ~~81.6%~~2018 ofas the ~~outstanding~~record ~~common~~date ~~units~~(the “Record Date”) for determining holders of MLP, ~~has~~common ~~agreed~~units entitled to ~~deliver~~execute aand deliver written ~~consent~~consents ~~adopting~~with ~~and~~respect ~~approving~~to inthe ~~all~~approval ~~respects~~of the Merger Agreement and the ~~transactions~~Merger. ~~contemplated~~As ~~thereby,~~of ~~including~~ the ~~Merger~~close ~~(the~~of ~~“Unitholder~~business ~~Written~~on ~~Consent”).~~the ~~The~~Record ~~delivery~~Date, ofthere ~~this~~were ~~Unitholder~~62,529,328 ~~Written~~MLP ~~Consent~~common byunits ~~AAI~~outstanding isand ~~sufficient~~entitled to ~~adopt~~vote with respect to the Merger Agreement and ~~thereby approve~~ the Merger.

On ~~December~~January 8, 202018, ~~2017~~Alon Assets, Inc., ~~MLP~~a ~~and~~wholly owned subsidiary of Parent, ~~issued~~which aas ~~joint~~of ~~press~~the ~~release~~Record ~~announcing~~Date, ~~that~~beneficially ~~MLP~~owned ~~General~~51,000,000 ~~Partner~~common ~~has~~units ~~set~~representing ~~January~~81.6% 2of the outstanding common units of MLP, ~~2018~~delivered asa ~~the~~written ~~record~~consent ~~date~~adopting ~~for~~and ~~determining~~approving ~~the~~in ~~MLP~~all ~~unitholders~~respects ~~entitled~~the toMerger ~~execute~~Agreement and ~~deliver~~the ~~written~~transactions ~~consents~~contemplated ~~with~~thereby, ~~respect~~including the Merger. The delivery of this consent was sufficient to adopt the Merger. AAgreement ~~copy~~and approve the acquisition by Merger Sub of MLP without the ~~press~~receipt ~~release~~of iswritten ~~filed~~consents asfrom ~~Exhibit~~any ~~99.1~~other ~~hereto~~holder of MLP common units.

~~Important~~The ~~Information~~deadline for the consent process expired at 5:00 p.m. (prevailing Eastern Time), on February 5, 2018. A summary of the voting results for the following proposal is set forth below:

~~MLP and Parent security holders are urged to read the definitive consent statement/prospectus regarding the proposed transaction when it becomes available, because it contains important information~~1. Approval ~~A preliminary consent statement/prospectus was filed by Parent (File No. 333-222014) with the SEC on December 13, 2017 Investors will be able to obtain a free copy~~ of the ~~consent~~Merger ~~statement/prospectus,~~and asadoption ~~well~~and asapproval ~~other filings containing information about the proposed transaction, without charge, at the SEC’s internet site (http://www.sec.gov). Copies~~ of the ~~consent~~Merger ~~statement/prospectus~~Agreement and the ~~filings~~transactions ~~with~~contemplated ~~the SEC that will be incorporated by reference in the consent statement/prospectus can also be obtained, without charge, by directing a request either to Delek US Holdings, Inc~~thereby.~~, 7102 Commerce Way, Brentwood, Tennessee, 37027, Attention: Investor Relations or to Alon USA Partners, LP, 12700 Park Central Drive, Suite 1600, Dallas, Texas 75251, Attention: Investor Relations.~~

The respective directors and executive officers of MLP General Partner and Parent may be deemed to be “participants” (as defined in Schedule 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) in respect of the proposed transaction. Information about MLP General Partner’s directors and executive officers is available in MLP’s annual report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 27, 2017, and subsequent filings with the SEC. Information about Parent’s directors and executive officers is available in Old Delek’s (as defined below) annual report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 28, 2017, and in its proxy statement for its 2017 annual meeting of stockholders, filed with the SEC on April 6, 2017, and in Old Delek’s and Parent’s subsequent filings with the SEC. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the consent statement/prospectus and other relevant materials to be filed with the SEC when they become available.

	Votes	Votes
Votes Approving	Disapproving	Abstaining
52,111,966	33,815	299,837

~~On January~~ 2, 2017, Delek US Energy, Inc. (formerly known as Delek US Holdings, Inc.), Delaware corporation (“Old Delek”), entered into an Agreement and Plan of Merger with Alon USA Energy, Inc., a Delaware corporation (“Alon USA”), Parent (formerly known as Delek Holdco, Inc.), a Delaware corporation (also referred to as “New Delek” herein), Dione Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of the Registrant (“Delek Merger Sub”), and Astro Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of the Registrant (“Astro Merger Sub”), as amended by the First Amendment to Agreement and Plan of Merger, dated as of February 27, 2017, and the Second Amendment to Agreement and Plan of Merger, dated as of April 21, 2017 (collectively, the “Delek-Alon Merger Agreement”). Pursuant to the Delek-Alon Merger Agreement, Certificates of Amendment and Certificates of Merger filed with the Secretary of State of the State of Delaware on June 30, 2017, (i) Old Delek was renamed “Delek US Energy, Inc.” and Parent was renamed “Delek US Holdings, Inc.”; (ii) Delek Merger Sub merged with and into Old Delek (the “Delek Merger”), with Old Delek surviving as a wholly owned subsidiary of the Registrant; and (iii) Astro Merger Sub merged with and into Alon USA (the “Alon Merger” and together with the Delek Merger, the “Delek-Alon Mergers”), with Alon USA surviving as a direct and indirect wholly owned subsidiary of the Registrant. The Delek-Alon Mergers were effective as of July 1, 2017 (the “Delek-Alon Effective Time”). By reason of the Delek-Alon Mergers, at the Delek-Alon Effective Time, New Delek became the parent public reporting company. On July 3, 2017, New Delek filed a Current Report on Form 8-K filed for the purpose of establishing

Parent as the successor issuer to Old Delek and Alon USA pursuant to Rule 12g-3(c) under the Exchange Act. In addition, as a result of the Delek-Alon Mergers, the shares of common stock of Old Delek and Alon USA were delisted from the New York Stock Exchange in July 2017, and their respective reporting obligations under the Exchange Act were terminated.SIGNATURE

~~This~~Pursuant ~~document shall not constitute an offer~~ to ~~sell or~~ the ~~solicitation~~requirements of anthe ~~offer~~Securities toExchange ~~buy~~Act ~~any securities, nor shall there be any sale~~ of ~~securities in any jurisdiction in which such offer~~1934, ~~solicitation~~the orregistrant ~~sale~~has ~~would~~duly becaused ~~unlawful~~this ~~prior~~report to ~~registration~~be orsigned ~~qualification~~on ~~under~~its ~~the~~behalf ~~securities laws of any such jurisdiction. No offering of securities shall be made except~~ by ~~means of a prospectus meeting~~ the ~~requirements~~undersigned ofhereunto ~~Section 10~~duly ~~of the Securities Act of 1933, as amended (the “Securities Act”)~~authorized.

This communication may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “intend,” “will,” “should,” and similar expressions, as they relate to MLP and Parent and their respective subsidiaries are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Neither Parent nor MLP assume any obligation to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

	ALON USA PARTNERS, LP


	By:	ALON USA PARTNERS GP, LLC
		its general partner

	By:	/s/ Kevin Kremke
	Name:	Kevin Kremke
	Title:	Executive Vice President / Chief Financial Officer


DATED: February 5, 2018

~~Item 9.01. Financial Statements and Exhibits.~~ 3

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated December 20, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALON USA PARTNERS, LP

By: ALON USA PARTNERS GP, LLC

its general partner

By: /s/ Kevin Kremke Name:‎ Kevin Kremke Title:‎ Executive Vice President / Chief Financial Officer

DATED: December 20, 2017

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