SUGAR LAND, Texas, Oct. 9, 2012 /PRNewswire/ -- CVR Energy, Inc.
(NYSE: CVI) announced today that it has commenced a tender offer
(the "Tender Offer") through its wholly-owned subsidiary,
Coffeyville Resources, LLC ("CRLLC"), to purchase for cash any and
all of CRLLC's outstanding 9% first lien senior secured notes due
2015 (the "Notes"). In conjunction with the Tender Offer,
CRLLC is soliciting (the "Solicitation") consents (the "Consents")
to certain proposed amendments to the indenture governing the Notes
(as amended and supplemented from time to time, the "Indenture") to
eliminate most of the covenants, certain events of default
applicable to the Notes and certain other provisions contained in
the Indenture (the "Proposed Amendments").
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The following table summarizes the material pricing terms for
the Tender Offer and Solicitation for each $1,000 principal amount of Notes:
CUSIP/ISIN Nos.
|
Outstanding
Principal
Amount
|
Title
of Security
|
Consent
Expiration
|
Tender
Offer
Consideration*
|
Consent
Payment
|
Total
Consideration*
|
19190AAA5/
US19190AAA51
U19242AA1/ USU19242AA17
|
$447,050,000
|
9% First
Lien Senior Secured Notes due 2015
|
October
22, 2012
|
$1,042
|
$30
|
$1,072
|
___________________________
* Plus accrued and unpaid interest from the last interest
payment date up to, but not including, the applicable settlement
date.
Holders that validly tender Notes prior to 5:00 P.M., New York
City time, on October 22,
2012, unless such time is extended or earlier terminated by
CRLLC (the "Consent Expiration"), and accepted for purchase, will
be eligible to receive the total consideration of $1,072 per $1,000
principal amount of Notes tendered, which includes $1,042 as the tender offer consideration (the
"Tender Offer Consideration") and $30
as a consent payment (the "Consent Payment"), on the initial
settlement date, which will occur promptly following the Consent
Expiration and is expected to be October
23, 2012. Holders who validly tender Notes after the
Consent Expiration and prior to 11:59
p.m., New York City time,
on November 5, 2012, unless extended
or earlier terminated by CRLLC in its sole discretion (the
"Expiration Time"), will be eligible to receive the Tender Offer
Consideration, but not the Consent Payment, on the final settlement
date, which will occur promptly following the Expiration Time and
is expected to be November 6,
2012. Accrued interest up to, but not including, the
applicable payment date of the Notes will be paid in cash on all
validly tendered (and not validly withdrawn) and accepted
Notes.
The Tender Offer is scheduled to expire at the Expiration Time.
Validly tendered Notes may be withdrawn at any time on or prior to
5:00 P.M., New York City time, on October 22, 2012, unless extended by CRLLC (the
"Withdrawal Deadline"). Any tender of Notes pursuant to the
Tender Offer may be validly withdrawn and the corresponding
Consents may be validly revoked at any time prior to the Withdrawal
Deadline, but not thereafter unless required by law. Holders
may not tender their Notes in the Tender Offer without delivering
their Consents to the Proposed Amendments, and holders may not
deliver their Consents to the Proposed Amendments without tendering
their Notes pursuant to the Tender Offer.
CRLLC expects to fund the purchase of the Notes tendered from
proceeds received in a new financing transaction. If the
Tender Offer is consummated, CRLLC intends to redeem any and all
Notes that remain outstanding afterwards in accordance with the
Indenture. This press release does not constitute a notice of
redemption or an obligation to issue a notice of redemption.
CRLLC's obligation to accept for payment and pay for any Notes
validly tendered (and not validly withdrawn) pursuant to the Tender
Offer and to accept any Consents validly delivered (and not validly
revoked) in connection with the Solicitation is conditioned upon
the satisfaction or waiver of certain conditions, including at
least a majority of the outstanding aggregate principal amount of
Notes having been validly tendered (and not validly withdrawn) and
Consents with respect thereto having been validly delivered (and
not validly revoked) pursuant to the Tender Offer and the
Solicitation. In addition, the Tender Offer and the
Solicitation are each conditioned upon CVR Refining, LLC, a
wholly-owned subsidiary of CRLLC, having completed a new financing
transaction on terms acceptable to CRLLC.
The complete terms and conditions of the Tender Offer and the
Solicitation are set forth in CRLLC's Offer to Purchase and Consent
Solicitation Statement dated October 9,
2012 (the "Offer to Purchase") that is being sent to holders
of the Notes. Holders are urged to read the Offer to Purchase
and related documents carefully before making any decision with
respect to the Tender Offer and Solicitation. Holders of Notes must
make their own decisions as to whether to tender their Notes and
provide the related Consents, and if they decide to do so, the
principal amount of the Notes to tender.
Holders may obtain copies of the Offer to Purchase and the
related Consent and Letter of Transmittal from the Information
Agent for the Tender Offer and Solicitation, D.F. King & Co., Inc., at (800) 290-6427
(toll free).
Credit Suisse Securities (USA)
LLC is the Dealer Manager and Solicitation Agent for the Tender
Offer and Solicitation. Questions regarding the Tender Offer
and Solicitation may be directed to Credit Suisse Securities
(USA) LLC at (800) 820-1653 (toll
free) or (212) 538-2147 (collect).
None of the Company, the Dealer Manager and Solicitation Agent,
the Information Agent or any other person makes any recommendation
as to whether holders of Notes should tender their Notes or deliver
the related Consents, and no one has been authorized to make such a
recommendation.
This press release is for informational purposes only and does
not constitute an offer to purchase, an offer to sell, a
solicitation of an offer to purchase or sell, or a solicitation of
consent with respect to any securities.
The Tender Offer and the Solicitation are being made solely
pursuant to the Offer to Purchase and the related Consent and
Letter of Transmittal. The Tender Offer and Solicitation are
not being made to holders of Notes in any jurisdiction in which the
making of or acceptance of a tender offer or consent solicitation
would not be in compliance with the laws of such jurisdiction.
About CVR Energy, Inc.
Headquartered in Sugar Land,
Texas, CVR Energy, Inc.'s subsidiary and affiliated
businesses operate independent refining assets in Coffeyville, Kan. and Wynnewood, Okla. with more than 185,000
barrels per day of processing capacity, a marketing network for
supplying high value transportation fuels to customers through
tanker trucks and pipeline terminals, and a crude oil gathering
system serving Kansas,
Oklahoma, western Missouri, southwestern Nebraska and Texas. In addition, CVR Energy subsidiaries
own a majority interest in and serve as the general partner of CVR
Partners, LP, a producer of ammonia and urea ammonium nitrate, or
UAN, fertilizers.
Forward-Looking Statements
This news release contains forward-looking statements,
including without limitation including statements related to the
Tender Offer and the Solicitation, including the Expiration Time,
the Consent Expiration and possible completion of the Tender Offer
and Solicitation and a new financing transaction. 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. These
risks and uncertainties may include, but are not limited to, the
risk factors and other disclosures included in our Annual Report on
Form 10-K for the year ended Dec. 31,
2011, and any subsequently filed quarterly reports on Form
10-Q. These 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.
For further information, please contact:
Investor Relations:
Jay Finks
CVR Energy, Inc.
281-207-3588
InvestorRelations@CVREnergy.com
Media Relations:
Angie Dasbach
CVR Energy, Inc.
913-982-0482
MediaRelations@CVREnergy.com
SOURCE CVR Energy, Inc.