CVR Refining Announces CVR Energy’s Exercise of Right to Purchase Common Units

Source Press Release
Company CVR Energy, Inc.CVR Refining, LP 
Tags Corporate Deals, Deals, Refining & Marketing Activities
Date January 17, 2019

CVR Refining, LP (NYSE: CVRR) (the “Partnership”) announced today that  CVR Energy, Inc. (“CVR Energy”) (NYSE: CVI) has elected to exercise the right (the “Call Right”) assigned to it by CVR Refining GP, LLC (the “General Partner”), the general partner of the Partnership and an indirect wholly owned subsidiary of CVR Energy, pursuant to Section 15.1(a) of the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended (the “Limited Partnership Agreement”), to purchase all of the issued and outstanding common units representing limited partner interests in the Partnership (the “Common Units”) not already owned by the General Partner or its affiliates.

CVR Energy will purchase the Common Units on January 29, 2019, (the “Purchase Date”) for a cash purchase price of $10.50 per Common Unit (the “Call Price”), or approximately $241 million in the aggregate. The purchase price was determined in accordance with Section 15.1(a) of the Limited Partnership Agreement based on the average of the daily closing prices per Common Unit on the New York Stock Exchange (“NYSE”) for the 20 consecutive trading days ending on January 14, 2019. On January 18, 2019, CVR Energy’s transfer agent, American Stock Transfer & Trust Company, LLC, will mail a Notice of Election to Purchase (as defined in the Limited Partnership Agreement) to Record Holders (as defined in the Limited Partnership Agreement) of Common Units as of a record date of January 17, 2019.

CVR Energy also entered into a purchase agreement with American Entertainment Properties Corp. (“AEP”) and Icahn Enterprises Holdings L.P. (“IEP”), pursuant to which, on the Purchase Date, all of the CommonUnits held by AEP and IEP will be purchased by CVR Energy for a cash purchase price per unit equal to the Call Price, or approximately $60 million in the aggregate (the “IEP Purchase,” and together with the Call Purchase, the “Purchase”).

Upon completion of the Purchase, CVR Energy will own, directly or indirectly, 100 percent of the Common Units, and all rights of the holders of the Common Units will cease as of the Purchase Date, except for the right to receive payment of the purchase price. In addition, upon completion of the Purchase, the Common Units will cease to be publicly traded or listed on the NYSE and will not be listed or quoted on any other venue.

Source: EvaluateEnergy® ©2019 EvaluateEnergy Ltd