CVR Energy, Inc. (“CVR Energy” or the “Company”) (NYSE: CVI) today
announced that its Board of Directors (the “Board”) has determined
that the Company will focus on renewable fuels and is no longer
interested in acquiring another crude oil refinery. In connection
therewith, the Board approved expenditures of up to $10 million to
progress its renewable diesel initiatives, including:
- The completion of process design to
convert an existing hydrotreater at the Coffeyville refinery to
renewable diesel service; and
- The completion of process design
and the ordering of certain long-lead equipment for a feed
pretreater for the Wynnewood refinery to lower carbon intensity and
feed cost. The pretreater design could be expandable to also
process feed for the potential Coffeyville refinery renewable
diesel conversion.
“For the past few years, we have explored a
number of refining acquisitions in PADD 4 and elsewhere. However,
given our unwillingness to overpay for assets and our belief that
the industry is pivoting towards renewable fuels, we are electing
to focus our capital on sustainable initiatives,” said Dave Lamp,
CVR Energy’s Chief Executive Officer. Mr. Lamp stated further: “As
a result of the Board’s determination to cease efforts to acquire
another refinery, we have excess cash on our balance sheet. We are
earning very little on this cash and, when we issued our bonds, we
bargained for covenant capacity, which will be expiring shortly, to
make a distribution of up to $492 million to our stockholders.
Because we believe it would be a benefit to our stockholders to
exercise this option before it expires, we are announcing today a
special dividend consisting of cash and Delek shares.”
The Board has approved a special dividend of
$492 million, to be payable in a combination of cash and the
outstanding stock of Delek US Holdings, Inc. (“Delek”) currently
held by the Company (the “Stock Distribution Portion”), pursuant to
a provision in the Company’s Indenture (defined below) under which
the Company retained the right to distribute to its stockholders up
to $492 million (“Excess Proceeds”) on or before July 26,
2021. This special dividend will be paid on June 10,
2021 (the “Distribution Date”), to stockholders of record as of the
close of market on May 26, 2021 (the “Record Date”), subject to
customary conditions.
“Our Board has been laser focused not only on
assessing the best uses of cash, but also on the best path forward
for our Company, considering various factors,” Lamp continued.
“Delek made it very clear over the past several months that it had
little interest in engaging with us as its largest stockholder.
This special dividend should allow us to monetize a gain on our
investment in Delek – which would be nearly $116 million based on
Delek’s closing stock price on May 10, 2021 – and distribute our
Delek shares to our stockholders, with whom Delek may be more
willing to meaningfully engage.”
The Stock Distribution Portion of this special
dividend will occur in the form of a pro rata common stock dividend
to each CVR Energy stockholder as of the Record Date. As of May 10,
2021, CVR Energy held 10,539,880 shares of Delek stock (excluding
shares underlying a forward contract). No fractional shares of
Delek stock will be distributed. Instead, CVR Energy stockholders
will receive cash in lieu of any fractional share of Delek stock
they otherwise would have received. Following this distribution,
Icahn Enterprises L.P. and its affiliates (“IEP”), who own
approximately 71% of our outstanding common stock, would directly
hold approximately 10.5% of Delek’s outstanding common stock. The
actual amount of gain (if any) on CVR Energy’s investment in Delek
stock would be determined on the Distribution Date. The cash
portion of this special dividend will be determined based on the
difference between $492 million and the value of the Stock
Distribution Portion as of the Distribution Date, with each CVR
Energy stockholder as of the Record Date receiving a pro rata
portion of such difference in cash. CVR Energy intends to announce
the number of Delek shares and amount of cash per share of CVR
Energy common stock to which each CVR Energy stockholder as of the
Record Date would be entitled at a later date.
The New York Stock Exchange (“NYSE”) has
determined that CVR Energy’s shares will trade with “due-bills”
representing an assignment of the right to receive the special
dividend through the ex-dividend date of June 11, 2021, the first
business day following the Distribution Date. Stockholders who sell
their shares on or before the Distribution Date will not be
entitled to receive the special dividend. Due-bills obligate a
seller of shares to deliver the dividend payable on such shares to
the buyer. The due-bill obligations are settled customarily between
the brokers representing the buyers and sellers of the shares. CVR
Energy has no obligation for either the amount of the due-bill or
the processing of the due-bill. Buyers and sellers of CVR Energy’s
shares should consult their broker before trading to be sure they
understand the effect of the NYSE’s due-bill procedures.
This special dividend is permitted under the
Indenture, dated as of January 27, 2020, among the Company, the
subsidiary guarantors listed therein and Wells Fargo Bank, National
Association, as trustee (the “Indenture”), pursuant to which the
Company issued 5.250% Senior Notes due 2025 and 5.750% Senior Notes
due 2028, and under which the Excess Proceeds generally represent
the difference between the net cash proceeds received by the
Company from such issuance and the amount that the Company paid in
January 2020 to redeem the then-outstanding 6.500% Second Lien
Senior Secured Notes due 2022 issued by certain of the Company’s
subsidiaries in 2012.
No vote or action is required by CVR Energy
stockholders in order to receive the cash portion or the Stock
Distribution Portion of the special dividend. The Stock
Distribution Portion will be in book-entry form. CVR Energy
stockholders who hold their shares through brokers or other
nominees will have their shares of Delek common stock credited to
their account by their nominees or brokers. CVR Energy stockholders
will not be required to pay cash or other consideration for the
shares of Delek common stock to be distributed to them, or
surrender or exchange their shares of CVR Energy common stock to
receive the distribution. Following the Record Date, CVR Energy
plans to send an information statement to its stockholders of
record at the close of market on the Record Date that will include
details regarding the special dividend, which information will also
be posted to CVR Energy’s website at such time.
Forward-Looking Statements and Notices
This news release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, 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, statements regarding future: focus on
renewables; acquisition of crude oil refineries; progress of
renewable diesel initiatives at Wynnewood and Coffeyville including
the scope, cost, timing, elements and impacts thereof; industry
pivot to renewable fuels; issuance and/or payment of a special
dividend of cash and/or Delek stock (if at all) including the
amount, timing, ratio, process and impact thereof; holdings by IEP
of Delek stock; engagement by Delek with our stockholders; gains
(if any) on our Delek investment and realization (if any) thereof;
and other matters. You can generally identify forward-looking
statements by our use of forward-looking terminology such as
“outlook,” “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. Investors are cautioned that
various factors may affect these forward-looking statements,
including the health and economic effects of COVID-19, the rate of
any economic improvement, demand for fossil fuels, price volatility
of crude oil, other feedstocks and refined products (among others);
the ability of the Company to pay cash dividends; costs of
compliance with existing or new, laws and regulations and potential
liabilities therefrom; and other risks. 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 SEC filings. 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 herein. 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.
The summary of the Indenture is qualified in its
entirety by the text of such document, filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K on January 27,
2020.
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 36 percent of the common units of CVR
Partners.
Investors and others should note that CVR Energy
may announce material information using SEC filings, press
releases, public conference calls, webcasts, and the Investor
Relations page of its website. CVR Energy may use these channels to
distribute material information about the Company and to
communicate important information about the Company, corporate
initiatives and other matters. Information that CVR Energy posts on
its website could be deemed material; therefore, CVR Energy
encourages investors, the media, its customers, business partners
and others interested in the Company to review the information
posted on its website.
For further information, please contact:
Investor Relations:Richard
RobertsCVR Energy, Inc.(281)
207-3205InvestorRelations@CVREnergy.com
Media Relations:Brandee
StephensCVR Energy, Inc. (281)
207-3516MediaRelations@CVREnergy.com
CVR Energy (NYSE:CVI)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
CVR Energy (NYSE:CVI)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024