CVR Energy Announces Exploration of Potential Spin-Off of its Nitrogen Fertilizer Business
21 Noviembre 2022 - 3:59PM
CVR Energy, Inc. (NYSE: CVI) (“CVR Energy”) announced today that
its board of directors (the “Board”) has authorized CVR Energy’s
management to explore a potential spin-off of its interests in its
nitrogen fertilizer business, which is owned by CVR Energy through
the general and limited partner interests it holds in CVR Partners,
LP (NYSE: UAN), a publicly traded limited partnership (“CVR
Partners”). If effected, the potential spin-off would create a new
public company to hold such interests and separate the nitrogen
fertilizer business from CVR Energy’s refining and renewables
businesses.
If CVR Energy proceeds with the potential
spin-off, it would likely be structured as a tax-free, pro-rata
distribution to all CVR Energy stockholders as of a record date to
be determined by the Board of CVR Energy. If completed, upon
effectiveness of the potential spin-off transaction, CVR Energy
stockholders would own shares of both CVR Energy, holding the
refinery and renewables businesses, and a holding company, holding
CVR Energy’s current ownership of the general partner interest in,
and approximately 37 percent of the common units (representing
limited partner interests) of, CVR Partners.
“We are exploring a potential spin-off
transaction which we think would, among other value-enhancing
benefits, create a pure-play renewables and refining company, as
well as a pure play fertilizer company,” said Dave Lamp, President
and Chief Executive Officer of CVR Energy.
There can be no assurance that the potential
spin-off transaction will be completed in the manner described
above, or at all. CVR Energy has not set a timetable for completion
of this potential transaction. Completion of the potential spin-off
transaction would be subject to various conditions, including
receipt of a tax opinion from counsel and final approval of the
Board. White & Case LLP is serving as legal counsel to CVR
Energy on the potential spin-off; the Board has authorized
management to engage Jefferies LLC as financial advisor to CVR
Energy.
Forward-Looking Statements
This news release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements concerning current estimates,
expectations and projections about future results, performance,
prospects, opportunities, plans, actions and events and other
statements, concerns, or matters that are not historical facts are
“forward-looking statements,” as that term is defined under the
federal securities laws. These forward-looking statements include,
but are not limited to, statements regarding the potential spin-off
of our nitrogen fertilizer business. You can generally identify
forward-looking statements by our use of forward-looking
terminology such as “outlook,” “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,”
or “will,” or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties,
many of which are beyond our control. Investors are cautioned that
various factors may affect these forward-looking statements,
including uncertainties as to the timing of the potential spin-off;
uncertainties as to the tax-free nature of the potential spin-off;
the possibility that various conditions to the consummation of the
potential spin-off may not be satisfied; the effects of disruptions
in connection with the potential spin-off; uncertainties as to the
future financial and operating performance of each company
following the potential spin-off; uncertainties as to the benefits
of the potential spin-off; and other risks. There is no assurance
that the potential spin-off will be completed or that our board of
directors will continue to pursue the potential spin-off (even if
there are no impediments to completion). For additional discussion
of risk factors which may affect our results, please see the risk
factors and other disclosures included in our most recent Annual
Report on Form 10-K, any subsequently filed Quarterly Reports on
Form 10-Q and our other SEC filings. These and other risks may
cause our actual results, performance or achievements to differ
materially from any future results, performance or achievements
expressed or implied herein. Given these risks and uncertainties,
you are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included
in this news release are made only as of the date hereof. CVR
Energy disclaims any intention or obligation to update publicly or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent
required by law.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy,
Inc. is a diversified holding company primarily engaged in the
renewable fuels, petroleum refining and marketing business as well
as in the nitrogen fertilizer manufacturing business through its
interest in CVR Partners, LP. CVR Energy subsidiaries serve as the
general partner and own 37 percent of the common units of CVR
Partners.
Investors and others should note that CVR Energy
may announce material information using SEC filings, press
releases, public conference calls, webcasts and the Investor
Relations page of its website. CVR Energy may use these channels to
distribute material information about the Company and to
communicate important information about the Company, corporate
initiatives and other matters. Information that CVR Energy posts on
its website could be deemed material; therefore, CVR Energy
encourages investors, the media, its customers, business partners
and others interested in the Company to review the information
posted on its website.
For further information, please contact:
Investor RelationsRichard Roberts
CVR Energy, Inc.(281) 207-3205InvestorRelations@CVREnergy.com
Media RelationsBrandee StephensCVR
Energy, Inc.(281) 207-3516MediaRelations@CVREnergy.com
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