CVR Energy Announces Private Placement of $600 Million of Senior Notes
December 07 2023 - 7:56AM
CVR Energy, Inc. (the “Company” or “CVR Energy”) (NYSE: CVI)
announced today that, subject to market conditions, it intends to
offer (the “Offering”) for sale in a private placement pursuant to
Rule 144A and Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”), $600 million in aggregate principal
amount of senior unsecured notes due 2029 (the “Notes”). The Notes
are expected to be jointly and severally guaranteed on a senior
unsecured basis by certain of the Company’s domestic subsidiaries,
including each of the Company’s subsidiaries that is a borrower or
guarantor under the Company’s $275 million senior secured asset
based revolving credit facility.
The Company intends to use the net proceeds from
the Offering, together with cash on hand, to redeem all of its
outstanding 5.250% Senior Notes due 2025 (the “2025 Notes”). The
Company expects to redeem the 2025 Notes on or after February 15,
2024, at an expected redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, if any,
on the 2025 Notes to be redeemed to the redemption date.
The offer and sale of the Notes and the related
guarantees have not been registered under the Securities Act, or
any state securities laws, and unless so registered, these
securities 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. The Company plans to offer and sell these
securities only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
and to non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act.
This news release shall not constitute an offer
to sell, or the solicitation of an offer to buy, any of these
securities or any other securities, nor shall there be any sale of
these securities or any other securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful. This news release shall not constitute a notice of
redemption under the indenture governing the 5.250% Senior Notes
due 2025.
Forward-Looking Statements
This news release may contain 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, statements regarding the proposed Offering,
the intended use of proceeds therefrom and other aspects of the
Offering and the Notes. 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,” “outlook,” “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 a 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
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
renewables, petroleum refining and marketing business as well as in
the nitrogen fertilizer manufacturing business through its interest
in CVR Partners, LP. CVR Energy subsidiaries serve as the general
partner and own 37 percent of the common units of CVR Partners,
LP.
For further information, please contact:
Investor RelationsRichard
RobertsCVR Energy, Inc.(281)
207-3205InvestorRelations@CVREnergy.com
Media RelationsBrandee StephensCVR
Energy, Inc.(281) 207-3516MediaRelations@CVREnergy.com
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