CVR Energy Finalizes Special Dividend, Determines Cash Distribution Payable to CVR Energy Stockholders
11 June 2021 - 7:00AM
CVR Energy, Inc. (“CVR Energy” or the “Company”) (NYSE: CVI) today
announced that it has determined the amount of cash per share of
its common stock to which each of its stockholders is entitled in
connection with the previously announced special dividend of $492
million, to be paid in a combination of cash (the “Cash
Distribution”) and the common stock of Delek US Holdings, Inc.
(“Delek”) held by the Company (the “Stock Distribution”). The
Company will distribute an aggregate amount of approximately
$242 million, or $2.40 per share of the Company’s common stock,
pursuant to the Cash Distribution and 10,539,880 shares of Delek
common stock, which represented approximately 14.3% of the
outstanding shares of Delek common stock, pursuant to the Stock
Distribution.
The Stock Distribution was made today in the
form of a pro rata common stock dividend to each share of the
Company’s common stock outstanding as of May 26, 2021 (the “Record
Date”). Based on the shares of the Company’s common stock
outstanding as of the close of business on the Record Date, the
Company distributed approximately 0.1048 of a share of Delek common
stock for each share of the Company’s common stock outstanding as
of the Record Date. No fractional shares of Delek common stock were
distributed. Instead, stockholders will receive cash in lieu of any
fractional share of Delek common stock that they otherwise would
have received.
The final amount of the Cash Distribution
portion of the special dividend, approximately $242 million, was
determined after market close today, based on the difference
between $492 million and approximately $250 million, which was the
value of the Stock Distribution as of June 10, 2021. Each holder of
shares of the Company’s common stock outstanding as of the Record
Date is entitled to receive a pro rata portion of the final amount
of the Cash Distribution. Based on the shares of the Company’s
common stock outstanding as of the close of business on the Record
Date, such common stockholders shall receive $2.40 per share for
each share of the Company’s common stock held as of the Record
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.
An information statement describing the special
dividend was included as an exhibit to a Current Report on Form 8-K
filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) on June 1, 2021. Additional information on
the special dividend, including a copy of the information
statement, was posted to CVR Energy’s website at
https://cvrenergy.gcs-web.com.
Forward-Looking Statements and
NoticesThis 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 payment of a special
dividend of cash and Delek stock 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 timing and amount
of and our ability to make the Stock Distribution and Cash
Distribution, 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.
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
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