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

(Address of principal executive
offices, including zip code)

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 December 20, 2010, CVR Partners, LP (the “Partnership”), a subsidiary of CVR Energy, Inc. (the “Company”), issued a press release announcing that the Partnership has filed a registration statement on Form S-1, File No. 333-171270 (the “Registration Statement”), with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering of its common units representing limited partner interests (the “Initial Public Offering”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Registration Statement is publicly available on the SEC’s website at www.sec.gov.

     The information in Item 7.01 of this 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 Registration Statement is not incorporated by reference into this Form 8-K and does not constitute a part of this Form 8-K.

     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 common units in the Initial Public Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished as part of this Current Report on Form 8-K:

99.1

Press Release.

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: December 20, 2010

Exhibit 99.1

CVR Partners Announces Filing of
Registration Statement for Initial Public Offering

SUGAR LAND, Texas (December 20, 2010) — CVR Partners, LP (“CVR Partners”) today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission in connection with a proposed initial public offering of its common units representing limited partner interests. CVR Partners intends to list its common units on the New York Stock Exchange under the symbol “UAN.” The number of common units to be offered and the price range for the offering have not yet been determined. All of the common units to be sold in this offering (including the common units that may be sold to satisfy the underwriters’ over-allotment option) will be sold by CVR Partners.

Morgan Stanley and Barclays Capital will act as joint book-running managers for the proposed offering. The offering will be made only by means of a prospectus. When available, a preliminary prospectus relating to this offering may be obtained from:

Morgan Stanley & Co. Incorporated		Barclays Capital Inc.
Attn: Prospectus Dept.		c/o Broadridge Financial Solutions
180 Varick Street, 2nd Floor		1155 Long Island Avenue
New York, NY 10014		Edgewood, NY 11717
telephone: 1-866-718-1649		telephone: 1-888-603-5847
email: prospectus@morganstanley.com		email: barclaysprospectus@broadridge.com

You may also get these documents for free by visiting the Securities and Exchange Commission’s website at http://www.sec.gov.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

# # #

About CVR Partners, LP

Located in Coffeyville, Kansas, CVR Partners, LP is a Delaware limited partnership focused primarily on the manufacture of nitrogen fertilizers. The CVR Partners nitrogen fertilizer manufacturing facility is the only operation in North America that uses a petroleum coke gasification process to produce nitrogen fertilizer and includes a 1,225 ton-per-day ammonia unit, a 2,025 ton-per-day urea ammonium nitrate unit, and a dual-train gasifier complex having a capacity of 84 million standard cubic feet per day of hydrogen.

For further information, please contact:

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