CVR Energy Announces Pricing of Private Placement of $600 Million of 8.500% Senior Notes due 2029
09 December 2023 - 8:20AM
CVR Energy, Inc. (the “Company” or “CVR Energy”) (NYSE: CVI)
announced today the pricing of its private placement (the
“Offering”) pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended (the “Securities Act”), of $600
million in aggregate principal amount of 8.500% senior
unsecured notes due 2029 (the “Notes”). The Notes mature on January
15, 2029, and will be issued at par. The Notes will be jointly and
severally guaranteed on a senior unsecured basis by certain of the
Company’s domestic subsidiaries, including each of the Company’s
subsidiaries that is a borrower or guarantor under the Company’s
$275 million senior secured asset based revolving credit facility.
The Offering is expected to close on December 21, 2023, subject to
customary closing conditions.
The Company intends to use the net proceeds from
the Offering, together with cash on hand, to redeem all of its
outstanding 5.250% Senior Notes due 2025 (the “2025 Notes”). The
Company expects to redeem the 2025 Notes on or after February 15,
2024, at an expected redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, if any,
on the 2025 Notes to be redeemed to the redemption date.
The offer and sale of the Notes and the related
guarantees have not been registered under the Securities Act, or
any state securities laws, and unless so registered, these
securities may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws. The Company plans to offer and sell these
securities only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
and to non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act.
This news release shall not constitute an offer
to sell, or the solicitation of an offer to buy, any of these
securities or any other securities, nor shall there be any sale of
these securities or any other securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful. This news release shall not constitute a notice of
redemption under the indenture governing the 5.250% Senior Notes
due 2025.
Forward-Looking Statements
This news release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act
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 the expected timing of
the closing of the Offering, the intended use of proceeds therefrom
and other aspects of the Offering and the Notes. 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,” “outlook,” “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. For a
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 filings with the Securities
and Exchange Commission. 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 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. 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
renewables, petroleum refining and marketing business as well as in
the nitrogen fertilizer manufacturing business through its interest
in CVR Partners, LP. CVR Energy subsidiaries serve as the general
partner and own 37 percent of the common units of CVR Partners,
LP.
For further information, please contact:
Investor RelationsRichard
RobertsCVR Energy, Inc.(281)
207-3205InvestorRelations@CVREnergy.com
Media RelationsBrandee StephensCVR
Energy, Inc.(281) 207-3516MediaRelations@CVREnergy.com
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