CVR Refining Announces CVR Energy’s Exercise of Right to Purchase Common Units
January 17 2019 - 4:55PM
CVR Refining, LP (NYSE: CVRR) (the “Partnership”) announced today
that CVR Energy, Inc. (“CVR Energy”) (NYSE: CVI) has elected to
exercise the right (the “Call Right”) assigned to it by CVR
Refining GP, LLC (the “General Partner”), the general partner of
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”).
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. 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.
The Partnership 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 Refining, LP Headquartered in Sugar
Land, Texas, CVR Refining, LP is an independent downstream energy
limited partnership that owns refining and related logistics assets
in the Midcontinent United States. CVR Refining’s subsidiaries
operate a complex full coking medium-sour crude oil refinery with a
capacity of 132,000 barrels per calendar day (bpcd) in Coffeyville,
Kansas, and a complex crude oil refinery with a capacity of 74,500
bpcd in Wynnewood, Oklahoma. CVR Refining’s subsidiaries also
operate and invest in supporting logistics assets, including
approximately 570 miles of owned, leased and joint venture
pipelines, approximately 130 crude oil transports, a network of
strategically located crude oil gathering tank farms, and
approximately 6.4 million barrels of owned and leased crude oil
storage capacity.
For further information, please contact:
Investor Contact: Jay Finks CVR Refining, LP
(281) 207-3588 IR@CVRRefining.com
Media Relations: Brandee Stephens CVR Refining,
LP (281) 207-3516 MediaRelations@CVRRefining.com
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