CVR Partners Announces $550 Million Private Placement of Senior Secured Notes Due 2028 and Notice of Conditional Partial Rede...
June 08 2021 - 7:54AM
CVR Partners, LP (“CVR Partners”) (NYSE: UAN) announced today that,
subject to market conditions, CVR Partners and its wholly owned
subsidiary, CVR Nitrogen Finance Corporation (together with CVR
Partners, the “Issuers”), intend to offer (the “Offering”) for sale
to eligible purchasers in a private placement under Rule 144A and
Regulation S of the Securities Act of 1933, as amended (the
“Securities Act”), $550 million in aggregate principal amount of
senior secured notes due 2028 (the “Notes”). CVR Partners intends
to use the proceeds of the Offering to fund a partial redemption of
the Issuers’ outstanding 9.250% Senior Secured Notes due 2023 (the
“2023 Notes”).
CVR Partners also announced today that the
Issuers have delivered a notice of conditional partial redemption
for $550 million of the Issuers’ outstanding 2023 Notes at a par
redemption price, plus accrued and unpaid interest on the 2023
Notes, to be redeemed on June 23, 2021 (the “Redemption Date”). The
Issuers’ obligation to redeem the 2023 Notes is conditioned upon
the prior consummation of the Offering on or prior to the
Redemption Date, in an aggregate principal amount that results in
gross proceeds of at least $550 million. CVR Partners will publicly
announce and notify the holders of the 2023 Notes and the Trustee
(as defined below) if any of the foregoing conditions are not
satisfied, whereupon the partial redemption will be revoked and the
2023 Notes will remain outstanding. As of March 31, 2021, there
were outstanding $645 million aggregate principal amount of 2023
Notes. Wilmington Trust, National Association is the trustee (the
“Trustee”) for the 2023 Notes and is serving as the paying agent
for the partial redemption.
The securities to be offered in the Offering
have not been registered under the Securities Act or any state
securities laws and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws. CVR
Partners plans to offer and sell the securities only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
and to persons outside the United States pursuant to Regulation S
under the Securities Act.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking StatementsThis
news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements concerning
current estimates, expectations and projections about future
results, performance, prospects, opportunities, plans, actions and
events 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. These forward-looking
statements include, but are not limited to, the statements
regarding the Offering and the use of proceeds therefrom and
redemption of the 2023 Notes in part or at all. You can generally
identify forward-looking statements by our use of forward-looking
terminology such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,”
“might,” “plan,” “potential,” “predict,” “seek,” “should,” or
“will,” or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties,
many of which are beyond our control. For additional discussion of
risk factors which may affect our results, please see the risk
factors and other disclosures included in our most recent Annual
Report on Form 10-K, any subsequently filed Quarterly Reports on
Form 10-Q and our other filings with the Securities and Exchange
Commission. These and other risks may cause our actual results,
performance or achievements to differ materially from any future
results, performance or achievements expressed or implied by these
forward-looking statements. Given these risks and uncertainties,
you are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included
in this news release are made only as of the date hereof. CVR
Partners disclaims any intention or obligation to update publicly
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent
required by law.
About CVR Partners,
LPHeadquartered in Sugar Land, Texas, CVR
Partners, LP is a Delaware limited partnership
focused on the production, marketing and distribution of nitrogen
fertilizer products. It primarily produces urea ammonium nitrate
(UAN) and ammonia, which are predominantly used by farmers to
improve the yield and quality of their crops. CVR
Partners’ Coffeyville, Kansas, nitrogen fertilizer
manufacturing facility includes a 1,300 ton-per-day ammonia unit, a
3,000 ton-per-day UAN unit and a dual-train gasifier complex having
a capacity of 89 million standard cubic feet per day of hydrogen.
CVR Partners’ East Dubuque, Illinois, nitrogen fertilizer
manufacturing facility includes a 1,075 ton-per-day ammonia unit
and a 1,100 ton-per-day UAN unit.
For further information, please contact:
Investor Relations:Richard RobertsCVR Partners,
LP281-207-3205InvestorRelations@CVRPartners.com
Media Relations:Brandee StephensCVR Partners,
LP281-207-3516MediaRelations@CVRPartners.com
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