CVR ENERGY INC - FORM 8-K/A - May 23, 2011

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EX-10.3 - EX-10.3 - CVR ENERGY INCy91425exv10w3.htm
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EX-10.4 - EX-10.4 - CVR ENERGY INCy91425exv10w4.htm
 
 
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))
 
 

 

 

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.

 

 

(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.

 

 

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   

 

 

         
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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