CVR Energy Announces $1.1 Billion Private Placement of Senior Notes and Notice of Conditional Redemption for its 6.500% Secon...
January 07 2020 - 7:55AM
CVR Energy, Inc. (NYSE: CVI) (the “Company” or “CVR Energy”)
announced today that, subject to market conditions, it intends 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”), $1.1 billion in aggregate
principal amount of senior unsecured notes, consisting of senior
unsecured notes due 2025 and senior unsecured notes due 2028 (the
“Notes”). The Company intends to use the net proceeds from the
Offering to fund the redemption of all the outstanding 6.500%
Second Lien Senior Secured Notes due 2022 (the “2022 Notes”) issued
by CVR Refining, LLC and Coffeyville Finance Inc., each indirect
wholly owned subsidiaries of the Company (the “Subsidiary
Issuers”). The remaining net proceeds will be used for general
corporate purposes, which may include funding (i) acquisitions,
(ii) capital projects and/or (iii) share repurchases or other
distributions to its stockholders.
The Company also announced today that the
Subsidiary Issuers have delivered a notice of conditional
redemption for all the outstanding 2022 Notes at a redemption price
equal to 101.083% (expressed as a percentage of the principal
amount of the 2022 Notes to be redeemed), plus accrued and unpaid
interest, if any, on the 2022 Notes to be redeemed on the
Redemption Date (as defined below) (subject to the right of holders
of record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the Redemption Date)
(the “Redemption Price”). The redemption date for the 2022 Notes
provided in the notice of conditional full redemption is January
27, 2020 (the “Redemption Date”). The Subsidiary Issuers’
obligation to redeem the 2022 Notes is conditioned upon the prior
consummation of the issuance of the Notes by the Company or one or
more of its subsidiaries, on or prior to the Redemption Date, of an
offering of senior unsecured notes in an aggregate principal amount
that results in gross proceeds to such issuer(s) of at least
$500,000,000. The Company will publicly announce and notify the
holders of the 2022 Notes and the Trustee (as defined below) if any
of the foregoing conditions are not satisfied, whereupon the
redemption will be revoked and the 2022 Notes will remain
outstanding.
Wells Fargo Bank, National Association is the
trustee (the “Trustee”) for the 2022 Notes and is serving as the
paying agent for the redemption. Copies of the notice of redemption
and additional information relating to the redemption of the 2022
Notes may be obtained from Wells Fargo Bank, National Association,
800-344-5128.
The securities to be offered have not been
registered under the Securities Act, or any state securities laws,
and unless so registered, the 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 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 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.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy
is a diversified holding company primarily engaged in the petroleum
refining and marketing business through its interest in CVR
Refining and the nitrogen fertilizer manufacturing business through
its interest in CVR Partners, LP. CVR Energy subsidiaries serve as
the general partner and own 34 percent of the common units of CVR
Partners.
Cautionary Statement Regarding
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, the statements regarding the Offering and
the use of proceeds therefrom and the conditional redemption of the
2022 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,” “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
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.
For further information, please contact:
Investor Contact:Richard
RobertsCVR Energy, Inc.(281)
207-3205InvestorRelations@CVREnergy.com Media
Relations:Brandee StephensCVR Energy, Inc.(281)
207-3516MediaRelations@CVREnergy.com
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