CVR ENERGY INC

Regulatory Filings • May 23, 2011

8-K/A 1 y91425e8vkza.htm FORM 8-K/A e8vkza PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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

Date of Report (Date of earliest event reported): April 7, 2011

CVR ENERGY, INC.

(Exact name of registrant as specified in its charter)

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

2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479

(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:

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))

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Item 1.01. Entry into Material Definitive Agreement.

The purpose of this Current Report on Form 8-K/A is to amend the Current Report on Form 8-K of CVR Energy, Inc. (the “Company”), filed on April 13, 2011, which described the terms and conditions of the following agreements entered into by the Company and its subsidiaries in connection with the initial public offering of CVR Partners, LP (collectively, the “Agreements”):

| • | Underwriting Agreement, dated as of April 7, 2011, among CVR
Partners, LP, Coffeyville Resources Nitrogen Fertilizers,
LLC, CVR GP, LLC and Coffeyville Resources, LLC and Morgan
Stanley & Co. Incorporated, Barclays Capital Inc. and
Goldman, Sachs & Co., as representatives of the several
underwriters named therein; |
| --- | --- |
| • | Amended and Restated Contribution, Conveyance and Assumption
Agreement, dated as of April 7, 2011, among Coffeyville
Resources, LLC, CVR GP, LLC, Coffeyville Acquisition III
LLC, CVR Special GP, LLC and CVR Partners, LP; |
| • | Amended and Restated Omnibus Agreement, dated as of April
13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR
Partners, LP; |
| • | Amended and Restated Services Agreement, dated as of April
13, 2011, among CVR Partners, LP, CVR GP, LLC and CVR
Energy, Inc.; |
| • | Amended and Restated Feedstock and Shared Services
Agreement, dated as of April 13, 2011, among Coffeyville
Resources Refining & Marketing, LLC and Coffeyville
Resources Nitrogen Fertilizers, LLC; |
| • | Amended and Restated Cross Easement Agreement, dated as of
April 13, 2011, among Coffeyville Resources Refining &
Marketing, LLC and Coffeyville Resources Nitrogen
Fertilizers, LLC; |
| • | Amended and Restated Registration Rights Agreement, dated as
of April 13, 2011, among CVR Partners, LP and Coffeyville
Resources, LLC; |
| • | Second Amended and Restated Agreement of Limited Partnership
of CVR Partners, LP, dated as of April 13, 2011; |
| • | Credit and Guaranty Agreement, dated as of April 13, 2011,
among Coffeyville Resources Nitrogen Fertilizers, LLC, CVR
Partners, LP, the lenders party thereto and Goldman Sachs
Lending Partners LLC, as administrative agent and collateral
agent; and |
| • | Trademark License Agreement, dated as of April 13, 2011,
among CVR Energy, Inc. and CVR Partners, LP. |

The descriptions of the Agreements are qualified in their entirety by reference to the full text of the Agreements, attached hereto as exhibits, each of which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits

A list of exhibits filed herewith is contained in the exhibit index following the signature page hereto and is incorporated by reference herein.

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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: May 23, 2011

CVR Energy, Inc.
By:	/s/ Edmund S. Gross
	Edmund S. Gross,
	Senior Vice President, General Counsel and
Secretary

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Exhibit Index

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of April 7, 2011, among
CVR Partners, LP, Coffeyville Resources Nitrogen
Fertilizers, LLC, CVR GP, LLC and Coffeyville Resources,
LLC and Morgan Stanley & Co. Incorporated, Barclays
Capital Inc. and Goldman, Sachs & Co., as representatives
of the several underwriters named therein (filed as
Exhibit 1.1 to the Company’s Current Report on Form 8-K,
filed on April 13, 2011 and incorporated by reference
herein).
10.1	Amended and Restated Contribution, Conveyance and
Assumption Agreement, dated as of April 7, 2011, among
Coffeyville Resources, LLC, CVR GP, LLC, Coffeyville
Acquisition III LLC, CVR Special GP, LLC and CVR
Partners, LP.
10.2	Amended and Restated Omnibus Agreement, dated as of April
13, 2011, among CVR Energy, Inc., CVR GP, LLC and CVR
Partners, LP.
10.3	Amended and Restated Services Agreement, dated as of
April 13, 2011, among CVR Partners, LP, CVR GP, LLC and
CVR Energy, Inc.
10.4	Amended and Restated Feedstock and Shared Services
Agreement, dated as of April 13, 2011, among Coffeyville
Resources Refining & Marketing, LLC and Coffeyville
Resources Nitrogen Fertilizers, LLC.
10.5	Amended and Restated Cross Easement Agreement, dated as
of April 13, 2011, among Coffeyville Resources Refining &
Marketing, LLC and Coffeyville Resources Nitrogen
Fertilizers, LLC.
10.6	Amended and Restated Registration Rights Agreement, dated
as of April 13, 2011, among CVR Partners, LP and
Coffeyville Resources, LLC.
10.7	Second Amended and Restated Agreement of Limited
Partnership of CVR Partners, LP, dated as of April 13,
2011.
10.8	Credit and Guaranty Agreement, dated as of April 13,
2011, among Coffeyville Resources Nitrogen Fertilizers,
LLC, CVR Partners, LP, the lenders party thereto and
Goldman Sachs Lending Partners LLC, as administrative
agent and collateral agent.
10.9	Trademark License Agreement, dated as of April 13, 2011,
among CVR Energy, Inc. and CVR Partners, LP.

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