CVR REFINING, LP (NYSE:CVRR) Files An 8-K Entry into a Material Definitive Agreement

CVR REFINING, LP (NYSE:CVRR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.

Overview

On November 14, 2017, CVR Refining, LP, Coffeyville Finance Inc., CVR Refining, LLC, Coffeyville Resources Refining& Marketing, LLC, Coffeyville Resources Pipeline, LLC, Coffeyville Resources Crude Transportation, LLC, Coffeyville Resources Terminal, LLC, Wynnewood Energy Company, LLC, Wynnewood Refining Company, LLC and CVR Logistics, LLC (collectively, the “Credit Parties”) entered into Amendment No. 1 to the Amended and Restated ABL Credit Agreement (the “Amendment”) with a group of lenders and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and collateral agent. The Amendment amends certain provisions of the Amended and Restated ABL Credit Agreement, dated December 20, 2012, by and among Wells Fargo, the group of lenders party thereto and the Credit Parties (the “Existing Credit Agreement” and as amended by the Amendment, the “Amended and Restated ABL Credit Facility”), which was otherwise scheduled to mature in December 2017.

The Amended and Restated ABL Credit Facility is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $400.0 million with an incremental facility, which permits an increase in borrowings of up to $200.0 million in the aggregate subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures and working capital and general corporate purposes of the Credit Parties and their subsidiaries. The Amended and Restated ABL Credit Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of $40 million for swingline loans and $60 million for letters of credit.

The borrowing base at any time equals the sum of (without duplication):

Furthermore, all borrowings under the Amended and Restated ABL Credit Facility are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

Interest Rate and Fees

At the option of the borrowers, loans under the Amended and Restated ABL Credit Facility initially bear interest at an annual rate equal to (i)1.50% plus LIBOR or (ii)0.50% plus a base rate, subject to a 0.25% step-up if excess availability is less than or equal to 50%.

The borrowers must also pay a commitment fee on the unutilized commitments to the lenders under the Amended and Restated ABL Credit Facility equal to (I)0.375%per annum for the first full calendar quarter after the closing date and (II) thereafter, (i)0.375%per annum if utilization under the facility is less than 50% of the total commitments and (ii)0.25%per annum if utilization under the facility is equal to or greater than 50% of the total commitments. The borrowers must also pay customary letter of credit fees equal to, for standby letters of credit, the applicable margin on LIBOR loans on the maximum amount available to be drawn under and, for commercial letters of credit, the applicable margin on LIBOR loans less 0.50% on the maximum amount available to be drawn under, and customary facing fees equal to 0.125% of the face amount of, each letter of credit.

Mandatory and Voluntary Repayments

The Credit Parties are required to repay amounts outstanding under the Amended and Restated ABL Credit Facility under specified circumstances, including with the proceeds of certain asset sales. In addition, the Credit Parties are permitted to voluntarily prepay amounts outstanding under the Amended and Restated ABL Credit Facility at any time.

Amortization and Final Maturity

There is no scheduled amortization under the Amended and Restated ABL Credit Facility. All outstanding loans under the facility are due and payable in full on November 14, 2022.

Guarantees and Security

The obligations under the Amended and Restated ABL Credit Facility and related guarantees are secured by a first priority security interest in the Credit Parties’ inventory, accounts receivable and related assets and a second priority security interest in substantially all of the Credit Parties’ other assets, in each case subject to exceptions.

Restrictive Covenants and Other Matters

The Amended and Restated ABL Credit Facility requires the Credit Parties in certain circumstances to comply with a minimum fixed charge coverage ratio test, and contains other restrictive covenants that limit the Credit Parties’ ability and the ability of its subsidiaries to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investment and loans, enter into affiliate transactions, issue equity interests, or create subsidiaries and unrestricted subsidiaries.

The Amended and Restated ABL Credit Facility contains certain customary representations and warranties, affirmative covenants and events of default.

The description of the Amended and Restated ABL Credit Facility above is qualified in its entirety by reference to the full text of the agreement, attached hereto as exhibit 10.1, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

CVR Refining, LP ExhibitEX-10.1 2 ex101to2017abl8-k.htm EXHIBIT 10.1 Exhibit Exhibit 10.1[Execution]AMENDMENT NO. 1 TO AMENDED AND RESTATED ABL CREDIT AGREEMENTAMENDMENT NO. 1 TO AMENDED AND RESTATED ABL CREDIT AGREEMENT,…To view the full exhibit click here
About CVR REFINING, LP (NYSE:CVRR)
CVR Refining, LP is an independent downstream energy limited partnership. The Company has refining and related logistics assets that operate in the mid-continent region. The Company is a petroleum refiner and it owns approximately two refineries in the underserved Group 3 of the PADD II region of the United States. It owns and operates a full coking medium-sour crude oil refinery in Coffeyville, Kansas with a capacity of approximately 115,000 barrels per calendar day (bpcd) and a crude oil refinery in Wynnewood, Oklahoma with a capacity of over 70,000 bpcd capable of processing over 20,000 bpcd of light sour crude oils. It also controls and operates supporting logistics assets, including approximately 340 miles of owned and leased pipelines; approximately 150 crude oil transports; a network of crude oil gathering tank farms; over 7.0 million barrels of owned and leased crude oil storage capacity, and approximately 4.5 million barrels of combined refinery related storage capacity.