CVR Energy Reports Exercise of Right to Purchase Common Units of CVR Refining
January 17 2019 - 4:55PM
CVR Energy, Inc. (NYSE: CVI) (“CVR Energy”) announced today that it
has elected to exercise the right (the “Call Right”) assigned to it
by CVR Refining GP, LLC (the “General Partner”), the general
partner of CVR Refining, LP (NYSE: CVRR) (the “Partnership”) and an
indirect wholly owned subsidiary of CVR Energy, pursuant to Section
15.1(a) of the Partnership’s First Amended and Restated Agreement
of Limited Partnership, as amended (the “Limited Partnership
Agreement”), to purchase all of the issued and outstanding common
units representing limited partner interests in the Partnership
(the “Common Units”) not already owned by the General Partner or
its affiliates.
CVR Energy will purchase the Common Units on January 29, 2019,
(the “Purchase Date”) for a cash purchase price of $10.50 per
Common Unit (the “Call Price”), or approximately $241 million in
the aggregate. The purchase price was determined in accordance with
Section 15.1(a) of the Limited Partnership Agreement based on the
average of the daily closing prices per Common Unit on the New York
Stock Exchange (“NYSE”) for the 20 consecutive trading days ending
on January 14, 2019. On January 18, 2019, CVR Energy’s transfer
agent, American Stock Transfer & Trust Company, LLC, will mail
a Notice of Election to Purchase (as defined in the Limited
Partnership Agreement) to Record Holders (as defined in the Limited
Partnership Agreement) of Common Units as of a record date of
January 17, 2019.
CVR Energy also entered into a purchase agreement with American
Entertainment Properties Corp. (“AEP”) and Icahn Enterprises
Holdings L.P. (“IEP”), pursuant to which, on the Purchase Date, all
of the Common Units held by AEP and IEP will be purchased by CVR
Energy for a cash purchase price per unit equal to the Call Price,
or approximately $60 million in the aggregate (the “IEP Purchase,”
and together with the Call Purchase, the “Purchase”).
In connection with the Purchase, CVR Energy intends to enter
into a bridge facility (the “Bridge Facility”) in an aggregate
principal amount not to exceed the amount necessary to fund the
Purchase.
Upon completion of the Purchase, CVR Energy will own, directly
or indirectly, 100 percent of the Common Units, and all rights of
the holders of the Common Units will cease as of the Purchase Date,
except for the right to receive payment of the purchase price. In
addition, upon completion of the Purchase, the Common Units will
cease to be publicly traded or listed on the NYSE and will not be
listed or quoted on any other venue.
Forward-Looking Statements This news release
may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, 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,
statements regarding the consummation of the Purchase on the
Purchase Date and the terms thereof, and CVR Energy’s entry into
the Bridge Facility. 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 SEC filings. 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 Energy 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 Energy, Inc. Headquartered in Sugar
Land, Texas, CVR Energy is a diversified holding company primarily
engaged in the petroleum refining and nitrogen fertilizer
manufacturing industries through its holdings in two limited
partnerships, CVR Refining, LP and CVR Partners, LP. CVR Energy and
its subsidiaries serve as the general partner and own 81 percent of
the common units of CVR Refining. CVR Energy subsidiaries serve as
the general partner and own 34 percent of the common units of CVR
Partners.
For further information, please contact:
Investor Contact:Jay FinksCVR Energy, Inc.(281)
207-3588InvestorRelations@CVREnergy.com
Media Relations:Brandee StephensCVR Energy,
Inc.(281) 207-3516MediaRelations@CVREnergy.com
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