CVR ENERGY, INC. (NYSE:CVI) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
CVR Energy, Inc. (“CVI”) previously disclosed that, while there could be no assurance regarding the future, CVI, as owner of CVR Refining GP, LLC (the “General Partner”), the general partner of CVR Refining, LP (“CVRR”), and its affiliates had no current plans to exercise the call right provided in CVRR’s Amended and Restated Agreement of Limited Partnership (the "Limited Partnership Agreement"). On November 26, 2018, the Board of Directors (the “Board”) of CVI determined that, in light of current conditions, CVI should consider exercising this call right. Though CVI is now contemplating exercising the call right, there can be no assurance that CVI will exercise the call right or as to the timing of any such exercise.
As more fully described in CVRR’s filings with the Securities and Exchange Commission, CVI’s ownership of the General Partner gives CVI the right to call and purchase all of CVRR’s common units (other than common units held by the General Partner and its affiliates) at a formula price provided for in the Limited Partnership Agreement, if the General Partner and its affiliates own more than 80% in the aggregate of the outstanding common units of CVRR. While the General Partner and its affiliates currently own more than 80% in the aggregate of the outstanding common units of CVRR, any exercise of this call right would be subject to the approval of the Board. The purchase price per unit for the call right would be equal to the greater of (x) the average of the daily closing prices per CVRR common unit for the 20 consecutive trading days immediately prior to the date three days prior to the date that a notice of election to purchase is mailed or (y) the highest price paid by the General Partner or any of its affiliates for any such CVRR common units during the 90-day period preceding the mailing of such notice of election to purchase. Neither the General Partner nor any of its affiliates have purchased CVRR common units during the 90-day period preceding the filing of this Current Report on Form 8-K.
The information provided in Item 7.01 is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this report is not intended to, and does not, constitute a determination or admission by CVI or CVRR that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of CVI, CVRR or any of their affiliates.
About CVR ENERGY, INC. (NYSE:CVI)
CVR Energy, Inc. (CVR Energy) is a holding company. The Company engages in the petroleum refining and nitrogen fertilizer manufacturing through its holdings in CVR Refining LP (CVR Refining or the Refining Partnership) and CVR Partners LP (CVR Partners or the Nitrogen Fertilizer Partnership). It operates under two business segments: petroleum (the petroleum and related businesses operated by the Refining Partnership) and nitrogen fertilizer (the nitrogen fertilizer business operated by the Nitrogen Fertilizer Partnership). The Company’s Refining Partnership is an independent petroleum refiner and marketer of transportation fuels. Its Nitrogen Fertilizer Partnership produces and markets nitrogen fertilizers in the form of urea and ammonium nitrate (UAN) and ammonia. The petroleum business consists of a coking medium-sour crude oil refinery in Coffeyville, Kansas and a crude oil refinery in Wynnewood, Oklahoma. The nitrogen fertilizer business consists of UAN and ammonia products.