Attached files

file filename
EX-8.1 - OPINION OF VINSON & ELKINS L.L.P. - CVR Refining, LPd417501dex81.htm
EX-23.1 - CONSENT OF KPMG LLP - CVR Refining, LPd417501dex231.htm
EX-23.2 - CONSENT OF DELOITTE & TOUCHE LLP - CVR Refining, LPd417501dex232.htm
EX-23.1.1 - CONSENT OF KPMG LLP - CVR Refining, LPd417501dex2311.htm

As filed with the Securities and Exchange Commission on January 16, 2013

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CVR Refining, LP

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2911   37-1702463
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

2277 Plaza Drive, Suite 500

Sugar Land, TX 77479

(281) 207-3200

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

John J. Lipinski

2277 Plaza Drive, Suite 500

Sugar Land, Texas 77479

(281) 207-3200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

Mike Rosenwasser

E. Ramey Layne

Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
Tel: (212) 237-0000
Fax: (212) 237-0100

 

Sean T. Wheeler

Keith Benson

Latham & Watkins LLP

811 Main Street

Suite 3700

Houston, TX 77002

Tel (713) 546-5400

Fax (713) 546-5401

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x File No. 333-184200

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨

   Accelerated filer  ¨    Non-accelerated filer  x    Smaller reporting company  ¨
      (Do not check if a smaller reporting company)   

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  Amount
to be
Registered(1)
  Proposed
Maximum
Offering Price
Per Share(2)
 

Proposed
Maximum
Aggregate

Offering  Price(1)(2)

 

Amount of

Registration  Fee(3)

Common units representing limited partner interests

  27,600,000   $25.00   $690,000,000   $94,116

 

 

(1)   Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes additional common units that the underwriters have the option to purchase.
(2)   Estimated solely for the purpose of calculating the registration fee.
(3)   The Registrant previously paid $81,547 of the total registration fee.

This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common units of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-184200), originally filed by the Registrant on October 1, 2012 and declared effective on January 16, 2013 (the “Prior Registration Statement”), and is being filed for the sole purpose of registering an additional 4,600,000 securities of the same class as were included in the Prior Registration Statement.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

Part II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 8. EXHIBITS.

All exhibits previously filed or incorporated by reference in the registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-184200), are incorporated by reference into, and shall be deemed to be a part of this filing, except for the following, which are filed herewith:

 

Exhibit
    No.    

  

Description

    8.1    Opinion of Vinson & Elkins L.L.P. relating to tax matters
  23.1    Consent of KPMG LLP
  23.1.1    Consent of KPMG LLP
  23.2    Consent of Deloitte & Touche LLP
  23.3    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
  24.1    Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-184200) initially filed with the Securities and Exchange Commission on October 1, 2012 and incorporated by reference herein)

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sugar Land, Texas, on January 16, 2013.

 

CVR Refining, LP

By: CVR Refining GP, LLC

By:

 

/s/ John J. Lipinski

Name:

  John J. Lipinski

Title:

  Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.

 

Signature

  

Title

 

Date

/s/ John J. Lipinski

John J. Lipinski

  

Chief Executive Officer, President and Director of CVR Refining GP, LLC

(Principal Executive Officer)

  January 16, 2013

*

Susan M. Ball

  

Chief Financial Officer and Treasurer of CVR Refining GP, LLC

(Principal Financial and Accounting Officer)

  January 16, 2013

 

Stanley A. Riemann

   Chief Operating Officer and Director of CVR Refining GP, LLC   January 16, 2013

*

Vincent J. Intrieri

   Director of CVR Refining GP, LLC   January 16, 2013

*

Samuel Merksamer

   Director of CVR Refining GP, LLC   January 16, 2013

 

*By:

 

/s/ John J. Lipinski

 

John J. Lipinski

 

As Attorney-in-Fact

 

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EXHIBIT INDEX

 

Exhibit

  Number  

    

Description

  8.1          Opinion of Vinson & Elkins L.L.P. relating to tax matters
  23.1          Consent of KPMG LLP
  23.1.1       Consent of KPMG LLP
  23.2          Consent of Deloitte & Touche LLP
  23.3          Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
  24.1          Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-184200) initially filed with the Securities and Exchange Commission on October 1, 2012 and incorporated by reference herein)

 

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