SUGAR LAND, Texas, June 18, 2018 /PRNewswire/ -- CVR Energy,
Inc. (NYSE: CVI) ("CVR Energy") today announced the
commencement of an offering to exchange shares of CVR Energy
common stock for up to 37,154,236 common units of
CVR Refining, LP ("CVR Refining") (the "exchange offer"). The
value of the exchange offer is $24.26
per common unit. The exchange ratio for the exchange offer is one
common unit for 0.6335 shares of CVR Energy common stock.
The exchange offer is being conducted upon the terms and subject
to the conditions set forth in a prospectus/offer to exchange filed
with the Securities and Exchange Commission (the "SEC") and as a
part of CVR Energy's registration statement on Form S-4 and Tender
Offer Statement on Schedule TO initially filed with the SEC on
May 29, 2018.
CVR Energy believes that, in light of recent tax reform, many
CVR Refining unitholders may wish to hold their investment in the
form of common stock rather than partnership interests.
An exchanging unitholder will cease to have any direct interest
in CVR Refining with respect to the common units exchanged but will
continue to participate indirectly in the performance of CVR
Refining to the extent of such unitholder's ownership of shares of
CVR Energy common stock received in the exchange offer.
An exchanging unitholder will also participate directly in the
performance of CVR Energy as a stockholder of CVR Energy, including
any future premium that may be received by stockholders of CVR
Energy in connection with a sale or other corporate
transaction.
The consummation of the exchange offer is subject to, among
other things, a sufficient number of common units of CVR Refining
being validly tendered and not properly withdrawn such that,
following consummation of the exchange offer, CVR Energy and
entities affiliated with CVR Energy, including Icahn Enterprises
L.P., will own more than 80% of the common units of CVR
Refining.
Pursuant to the partnership agreement of CVR Refining, once the
general partner and its affiliates own more than 80% of the common
units of CVR Refining, the general partner and its affiliates will
have the right, but not the obligation, to purchase all, but not
less than all, of the common units of CVR Refining held by
unaffiliated unitholders of CVR Refining at a price not less than
their then-current market price, as calculated pursuant to the
terms of the partnership agreement. Accordingly, the general
partner and its affiliates will be entitled to exercise this call
right after the consummation of the exchange offer. Pursuant to the
partnership agreement, the general partner is not obligated to
obtain a fairness opinion regarding the value of the common units
of CVR Refining to be repurchased by it upon exercise of the call
right. Pursuant to the partnership agreement, the general partner
may use its own discretion, free of fiduciary duty restrictions, in
determining whether to exercise the call right. The general partner
and its affiliates (including CVR Energy and Icahn Enterprises L.P.
and its affiliates) have no current plans to exercise the call
right at this time or upon the consummation of the exchange offer.
However, there can be no assurance that the general partner and its
affiliates will not exercise the call right in the future.
On June 15, 2018, the last full
trading day before the date of this press release, the closing
price of one share of CVR Energy common stock was $38.29 and the closing price of one common unit
of CVR Refining was $22.95. Based on
these closing prices and the exchange ratio above, the exchange
offer would have a per common unit value of $24.26 per common unit. The value of the exchange
offer will change as the market prices of CVR Energy common stock
and CVR Refining common units fluctuate during the offer period and
thereafter and may therefore be different from the price set forth
above at the expiration time of the exchange offer and thereafter.
Unitholders are encouraged to obtain current market quotations for
shares of CVR Energy common stock and CVR Refining common units
prior to making any decision with respect to the exchange
offer.
The purpose of the exchange offer for CVR Energy is to increase
its ownership of CVR Refining. As of the date of the offer, CVR
Energy and its affiliates (including affiliates of Icahn
Enterprises L.P.) beneficially owned approximately 69.8% of the
common units of CVR Refining. Assuming the maximum number of
37,154,236 common units of CVR Refining are validly tendered for
exchange and exchanged by CVR Energy, CVR Energy and its affiliates
(including affiliates of Icahn Enterprises L.P.) will hold
approximately 95% of the outstanding common units of CVR
Refining.
CVR Energy, CVR Refining, the information agent or the exchange
agent or any of their respective affiliates are not making any
recommendation to CVR Refining unitholders as to whether to tender
or refrain from tendering their common units for exchange. CVR
Refining unitholders must make their own decision as to whether to
exchange their common units and, if so, how many common units to
tender for exchange. In doing so, CVR Refining unitholders should
carefully read the entire prospectus/offer to exchange, and the
information incorporated by reference therein, and related letter
of transmittal.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE,
OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS
RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. THE EXCHANGE OFFER IS
BEING MADE ONLY PURSUANT TO A PROSPECTUS/OFFER TO EXCHANGE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS THAT CVR ENERGY IS
DISTRIBUTING TO CVR REFINING'S UNITHOLDERS. CVR ENERGY FILED A
REGISTRATION STATEMENT ON FORM S-4 AND A TENDER OFFER STATEMENT ON
SCHEDULE TO WITH THE SEC, EACH OF WHICH INCLUDES THE
PROSPECTUS/OFFER TO EXCHANGE. CVR REFINING'S UNITHOLDERS SHOULD
READ THESE MATERIALS AND THE DOCUMENTS INCORPORATED BY REFERENCE
THEREIN CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY DECISION
WITH RESPECT TO THE EXCHANGE OFFER. THESE MATERIALS CAN ALSO BE
OBTAINED FREE OF CHARGE FROM THE SEC'S WEBSITE AT
WWW.SEC.GOV.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may contain "forward-looking
statements" within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. In this context, forward-looking statements often
address expected future business and financial performance and
financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "see," "will,"
"would," "target," similar expressions, and variations or negatives
of these words. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as
statements about the commencement and consummation of the proposed
exchange offer and the anticipated benefits thereof. Such
statements involve risks, uncertainties and assumptions. If such
risks or uncertainties materialize or such assumptions prove
incorrect, the results could differ materially from those expressed
or implied by such forward-looking statements and assumptions. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including any
statements regarding the expected benefits and costs of the
exchange offer; the expected timing of the completion of the
exchange offer; the ability of CVR Energy to complete the exchange
offer considering the various conditions to the exchange offer,
some of which are outside of its control, including those
conditions related to regulatory approvals and number of shares
tendered; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the exchange offer
may not be timely completed, if at all; that, prior to or after the
completion of the exchange offer, the businesses of CVR Energy or
CVR Refining may not perform as expected; and other risks that
are described in CVR Energy's and CVR Refining's latest Annual
Report on Form 10-K and their other filings with the SEC. CVR
Energy. assumes no obligation and do not intend to update these
forward-looking statements.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy is a diversified
holding company primarily engaged in the petroleum refining and
nitrogen fertilizer manufacturing industries through its holdings
in two limited partnerships, CVR Refining, LP and CVR Partners, LP.
CVR Energy subsidiaries serve as the general partner and own 66
percent of the common units of CVR Refining and 34 percent of the
common units of CVR Partners.
About CVR Refining, LP
Headquartered in Sugar Land, Texas, CVR Refining, LP is an
independent downstream energy limited partnership that owns
refining and related logistics assets in the Midcontinent United
States. CVR Refining's subsidiaries operate a complex full coking
medium-sour crude oil refinery with a capacity of 132,000 barrels
per calendar day (bpcd) in Coffeyville,
Kansas, and a complex crude oil refinery with a capacity of
74,500 bpcd in Wynnewood,
Oklahoma. CVR Refining's subsidiaries also operate and
invest in supporting logistics assets, including approximately 570
miles of owned, leased and joint venture pipelines, approximately
130 crude oil transports, a network of strategically located crude
oil gathering tank farms, and approximately 6.4 million barrels of
owned and leased crude oil storage capacity.
For further information, please contact:
Investor Contact:
Jay
Finks
CVR Energy, Inc.
(281) 207-3588
InvestorRelations@CVREnergy.com
Media Relations:
Brandee
Stephens
CVR Energy, Inc.
(281) 207-3516
MediaRelations@CVREnergy.com
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SOURCE CVR Energy