UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| CVR Partners, LP |
(Name of Issuer)
| Common Units representing Limited Partner Interests |
(Title of Class of Securities)
| 126633106 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 126633106
|
13G
|
Page 2 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
CVR ENERGY, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
50,920,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
50,920,000 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,920,000 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
69.7% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 3 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
COFFEYVILLE REFINING & MARKETING HOLDINGS, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
32,916,725 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
32,916,725 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,916,725 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.0% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 4 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
COFFEYVILLE REFINING & MARKETING, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
32,916,725 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
32,916,725 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,916,725 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.0% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 5 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
COFFEYVILLE NITROGEN FERTILIZERS, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
18,003,275 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,003,275 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,003,275 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
24.6% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 6 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
COFFEYVILLE RESOURCES, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
50,920,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
50,920,000 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,920,000 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
69.7% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 7 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
CL JV HOLDINGS, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
34,421,920 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
34,421,920 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,421,920 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
47.1% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 8 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
COFFEYVILLE TERMINAL, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
249,508 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
249,508 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,508 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 9 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
COFFEYVILLE PIPELINE, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
249,508 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
249,508 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,508 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
|
CUSIP No. 126633106
|
13G
|
Page 10 of 16 Pages
|
| 1 |
NAMES OF REPORTING PERSONS
COFFEYVILLE CRUDE TRANSPORTATION, INC. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
499,016 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
499,016 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,016 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| Item 1. (a) | Name of Issuer: |
CVR PARTNERS, LP
| Item 1. (b) | Address of Issuer’s Principal Executive Offices: |
2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479
| Item 2. (a) | Name of Person Filing: |
This statement is being filed by and on behalf of CVR ENERGY, INC., COFFEYVILLE REFINING & MARKETING HOLDINGS, INC., COFFEYVILLE REFINING & MARKETING, INC., COFFEYVILLE NITROGEN FERTILIZERS, INC., COFFEYVILLE RESOURCES, LLC, CL JV HOLDINGS, LLC, COFFEYVILLE TERMINAL, INC., COFFEYVILLE PIPELINE, INC. and COFFEYVILLE CRUDE TRANSPORTATION, INC.
50,920,000 Common Units are beneficially owned directly by COFFEYVILLE RESOURCES, LLC. All other filers reporting on this statement beneficially own Common Units indirectly through their ownership of COFFEYVILLE RESOURCES, LLC equity.
| Item 2. (b) | Address of Principal Business Office or, if None, Residence: |
2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479
| Item 2. (c) | Citizenship: |
CVR ENERGY, INC. - Delaware
COFFEYVILLE REFINING & MARKETING HOLDINGS, INC. - Delaware
COFFEYVILLE REFINING & MARKETING, INC. - Delaware
COFFEYVILLE NITROGEN FERTILIZERS, INC. - Delaware
COFFEYVILLE RESOURCES, LLC - Delaware
CL JV HOLDINGS, LLC - Delaware
COFFEYVILLE TERMINAL, INC. - Delaware
COFFEYVILLE PIPELINE, INC. - Delaware
COFFEYVILLE CRUDE TRANSPORTATION, INC. - Delaware
| Item 2. (d) | Title of Class of Securities: |
Common Units representing Limited Partner Interests of CVR Partners, LP (“Common Units”)
| Item 2. (e) | CUSIP Number: |
126633106
| Item 3. |
Not applicable.
Item 4. Ownership:
The information contained in Items 5 through 11 on the cover pages hereto (pages 2 through 10 hereof) is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Shareholders of CVR Energy, Inc. indirectly participate in the receipt of distributions on, and proceeds from the sale of, the common units.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
| Item 10. | Certification: |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012
| CVR ENERGY, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE REFINING & MARKETING HOLDINGS, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE REFINING & MARKETING, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE NITROGEN FERTILIZERS, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE RESOURCES, LLC | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| CL JV HOLDINGS, LLC | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE TERMINAL, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE PIPELINE, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE CRUDE TRANSPORTATION, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Statement on Schedule 13G (including any and all amendments thereto) is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) under the Act and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
Dated: February 14, 2012
| CVR ENERGY, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE REFINING & MARKETING HOLDINGS, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE REFINING & MARKETING, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE NITROGEN FERTILIZERS, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE RESOURCES, LLC | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| CL JV HOLDINGS, LLC | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE TERMINAL, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE PIPELINE, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COFFEYVILLE CRUDE TRANSPORTATION, INC. | ||
| By: | /s/ Edmund S. Gross | |
| Name: | Edmund S. Gross | |
| Title: | Senior Vice President, General Counsel and Secretary | |