OREANDA-NEWS.  September 13, 2013. Alon USA Energy, Inc. (NYSE: ALJ) ("Alon") announced that it intends to offer, subject to market conditions and other factors, USD130 million aggregate principal amount of convertible senior notes due 2018 (the "Convertible Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").

The Company expects to grant an option to the initial purchasers for up to an additional \\$20 million aggregate principal amount of Convertible Notes. The Convertible Notes are expected to pay interest semiannually and will be convertible into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, based on a conversion rate to be determined. The Convertible Notes will mature on September 15, 2018, unless repurchased or converted in accordance with their terms prior to such date. Prior to June 15, 2018, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods.

In connection with the offering, the Company intends to enter into privately-negotiated convertible note hedge transactions with the initial purchasers or one or more of their affiliates (in this capacity, the "hedge counterparties").  The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of common stock that will initially underlie the Convertible Notes sold in the offering.  The Company also intends to enter into separate, privately-negotiated warrant transactions with the hedge counterparties relating to the same number of shares of the Company's common stock, subject to customary anti-dilution adjustments. 

The warrants evidenced by the warrant transactions will be settled on a net-share basis. If the initial purchasers exercise their option to purchase additional notes, the Company intends to enter into additional convertible note hedge transactions and additional warrant transactions with the hedge counterparties, which will initially cover the number of shares of the Company's common stock that will initially underlie the additional notes sold to the initial purchasers. The convertible note hedge transactions are expected to reduce the potential dilution with respect to the Company's common stock and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, upon any conversion of the Convertible Notes.  The warrant transactions could have a dilutive effect with respect to the Company's common stock to the extent that the price per share of the Company's common stock exceeds the strike price of the warrants evidenced by the warrant transactions.

The Company intends to use a portion of the net proceeds of the offering to fund the cost of entering into the convertible note hedge transactions (after such cost is partially offset by the proceeds that it receives from entering into the warrant transactions).  The Company intends to use the remainder of the net proceeds from the offering to fund the repurchase or redemption of a portion of the outstanding senior secured notes due 2014 issued by Alon Refining Krotz Springs, Inc., a wholly owned subsidiary of the Company, (the "2014 Notes"). If the initial purchasers exercise their option to purchase additional notes, the Company intends to use a portion of the net proceeds to fund the cost of entering into additional convertible note hedge transactions (which cost will be partially offset by the proceeds that it expects to receive from entering into additional warrant transactions).  The Company intends to use the remainder of such net proceeds to repurchase or redeem additional amounts of the outstanding 2014 Notes.