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CVI > SEC Filings for CVI > Form 8-K on 29-Oct-2012All Recent SEC Filings

Show all filings for CVR ENERGY INC

Form 8-K for CVR ENERGY INC


29-Oct-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligat


Item 1.01. Entry into a Material Definitive Agreement

(a) Indenture and Securities

On October 23, 2012, CVR Refining, LLC ("Refining") and Coffeyville Finance Inc. ("Finance" and together with Refining, the "Issuers"), CVR Energy, Inc.'s wholly-owned subsidiaries, completed the issuance of $500 million in aggregate principal amount of 6.500% Second Lien Senior Secured Notes due 2022 (the "Notes") and related guarantees (the "Guarantees" and, together with the Notes, the "Securities") in a private offering (the "Private Offering") under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act").

The Issuers used $348,000,175 of the net proceeds from the sale of the Notes to finance the purchase of $322,970,000 aggregate principal amount of notes tendered in a cash tender offer (the "Tender Offer") and consent solicitation for the outstanding 9.0% First Lien Senior Secured Notes due 2015 (the "2015 notes") issued by Coffeyville Resources, LLC ("CRLLC") and Finance. The Issuers also intend to use the proceeds (1) to finance the purchase of any additional 2015 notes tendered before the expiration of the Tender Offer on November 5, 2012 and (2) to redeem all remaining 2015 notes on November 23, 2012 pursuant to a notice of redemption, issued on October 23, 2012. The Issuers intend to use any remaining proceeds for general corporate purposes.

The Securities were issued under an indenture, dated as of October 23, 2012 (the "Indenture"), among Refining, Finance, all of Refining's existing wholly-owned domestic subsidiaries (collectively, the "Subsidiary Guarantors") and CRLLC, as guarantors (collectively, the "Guarantors") and Wells Fargo Bank, National Association., as trustee and collateral trustee.

The Notes will bear interest at an annual rate of 6.500%. Interest is payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2013, to holders of record on each April 15 and October 15 preceding an interest payment date. The Notes mature on November 1, 2022, unless earlier redeemed or purchased. The Notes are secured by substantially the same assets that secure the outstanding 10.875% second lien senior secured notes due 2017 (the "2017 notes") issued by CRLLC and Finance, subject to exceptions, until such time that the 2017 notes have been discharged in full, at which time the Notes will no longer be secured. The Notes are fully and unconditionally guaranteed, jointly and severally, by each of Refining's existing domestic subsidiaries. In addition, the Notes are initially guaranteed by CRLLC until the consummation of the initial public offering (the "Refining IPO") of CVR Refining, LP ("Refining LP"), at which time such guarantee of the Notes will be released. Furthermore, in connection with the consummation of the Refining IPO, Refining LP will become a guarantor of the Notes, and Refining will become a wholly-owned subsidiary of Refining LP.

The Issuers may redeem all or part of the Notes at any time prior to November 1, 2017 at a redemption price equal to 100% of the principal amount of Notes redeemed, plus a "make whole" premium, and accrued and unpaid interest, if any, to the date of redemption. The Issuers have the right to redeem the Notes at any time on or after November 1, 2017 at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. Additionally, at any time before November 1, 2015, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes issued with an amount equal to the net proceeds of certain equity offerings, at a price of 106.500% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of redemption.


If a "change of control" occurs, holders of the Notes will have the option to require the Issuers to purchase for cash all or a portion of their Securities at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest. In addition, if the Issuers make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, they will be required to use the proceeds of such asset sales to make an offer to purchase the Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest.

The Indenture contains restrictive covenants limiting the ability of Refining and its restricted subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock; make certain investments, sell assets, agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Issuers, consolidate, merge, sell or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates. The Indenture also contains customary events of default.

A copy of the Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The forms of the Notes (included as Exhibit A1 and Exhibit A2 of the Indenture filed as Exhibit 4.1 hereto) are filed as Exhibit 4.2 to this Current Report on Form 8-K and are hereby incorporated by reference herein. The descriptions of the material terms . . .



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.



Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

CRLLC and Finance have issued a redemption notice for the $124,080,000 in aggregate principal amount of 2015 notes that remain outstanding at a redemption price of $1,067.50 per $1,000 principal amount of 2015 notes, plus accrued and unpaid interest to, but excluding November 23, 2012.

The notice to holders specifying the terms, conditions and procedures for the redemption is available through The Depository Trust Company and the paying agent, Wells Fargo Bank, National Association.

A copy of the press release describing the redemption is attached hereto as Exhibit 99.2 and is incorporated herein by reference.



Item 3.03 Material Modification to Rights of Security Holders.

The disclosures above under 1.01(c) of this Current Report on Form 8-K relating to the Supplemental Indenture are also responsive to Item 3.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 3.03.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1    Indenture, dated as of October 23, 2012, among CVR Refining, LLC,
       Coffeyville Finance Inc., the Guarantors (as defined therein) and Wells
       Fargo Bank, National Association, as Trustee and Collateral Trustee.

4.2    Forms of 6.500 % Second Lien Senior Secured Notes due 2022 (included within
       the Indenture filed as Exhibit 4.1).

4.3    Registration Rights Agreement, dated October 23, 2012, among CVR Refining,
       LLC, Coffeyville Finance Inc., the Subsidiary Guarantors, and Credit Suisse
       Securities (USA) LLC and Citigroup Global Markets Inc. as Representatives of
       the several initial purchasers.

4.4    Fifth Supplemental Indenture, dated as of October 23, 2012, among
       Coffeyville Resources, LLC, Coffeyville Finance Inc., the guarantors named
       therein and Wells Fargo Bank, National Association, as Trustee.

99.1   Press Release, dated October 23, 2012, announcing the closing of the Private
       Offering.

99.2   Press Release, dated October 23, 2012, announcing Tender Offer initial
       settlement and redemption notice.


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