UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		001-33492 (Commission File Number)		61-1512186 (I.R.S. Employer Identification Number)

(Address of principal executive offices,
including zip code)

Registrant’s telephone number, including area code: (281) 207-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01. Regulation FD Disclosure

     On March 25, 2010, CVR Energy, Inc. (the “Company”) issued a press release announcing that its wholly-owned subsidiaries, Coffeyville Resources, LLC and Coffeyville Finance Inc., have priced the private offering that was the subject of its March 18, 2010 press release (the “Private Offering”). The Private Offering consists of $275 million (orginally launched at $250 million) aggregate principal amount of first lien senior secured notes due 2015 and $225 million (orginally launched at $250 million) aggregate principal amount of second lien senior secured notes due 2017 (collectively, the “Notes”). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 7.01 of Form 8-K and shall not, except to the extent required by applicable law or regulation, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

     The information filed in this Report pursuant to Item 7.01, including the information contained in Exhibit 99.1, is neither an offer to sell nor a solicitation of an offer to buy any of the Notes in the Private Offering.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated March 25, 2010, issued by CVR Energy, Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: March 25, 2010

Exhibit 99.1

CVR Energy Announces Pricing of
$275 Million of First Lien Senior Secured Notes and
$225 Million of Second Lien Senior Secured Notes

SUGAR LAND, Texas (March 25, 2010) — CVR Energy, Inc. (NYSE: CVI) announced that its wholly-owned subsidiaries, Coffeyville Resources, LLC and Coffeyville Finance Inc., have priced an offering of $275 million (originally launched at $250 million) aggregate principal amount of first lien senior secured notes due 2015 and $225 million (originally launched at $250 million) aggregate principal amount of second lien senior secured notes due 2017.

The first lien senior secured notes are being sold at an issue price of 99.511 percent and will bear interest at a rate of 9 percent per year, payable semi-annually. The second lien senior secured notes are being sold at an issue price of 98.811 percent and will bear interest at a rate of 10.875 percent per year, payable semi-annually.

The notes will be guaranteed by each of the company’s subsidiaries that guarantee the first priority credit facility and will be secured by liens on substantially all of the assets which secure the company’s first priority credit facility. CVR Energy intends to use the net proceeds to repay term loan indebtedness outstanding under the first priority credit facility and for general corporate purposes.

The sale of the notes is expected to be consummated on April 6, 2010, subject to customary closing conditions.

The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended.

The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

# # #

About CVR Energy, Inc.

Headquartered in Sugar Land, Texas, CVR Energy, Inc.’s subsidiaries and affiliated businesses include an independent refiner that operates a 115,000 barrel per day refinery in Coffeyville, Kan., and markets high value transportation fuels supplied to customers through tanker trucks and pipeline terminals; a crude oil gathering system serving central Kansas, Oklahoma, eastern Colorado, western Missouri and southwestern Nebraska; a refined fuels and asphalt storage and terminal business in Phillipsburg, Kan.; and through a limited partnership, an ammonia and urea ammonium nitrate fertilizer business located in Coffeyville, Kan.

For further information, please contact:

Investor Relations:		Media Relations:
Stirling Pack, Jr.		Steve Eames
CVR Energy, Inc.		CVR Energy, Inc.
281-207-3464		281-207-3550
InvestorRelations@CVREnergy.com		MediaRelations@CVREnergy.com