UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2011
CVR ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33492
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61-1512186 |
(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
On December 9,
2011, CVR Energy, Inc. (the “Company”)
announced that its wholly-owned subsidiaries, Coffeyville Resources, LLC (“CRLLC”) and
Coffeyville Finance Inc., have commenced a private offering (the “Private Offering”) of
$200,000,000 aggregate principal amount of first lien senior secured notes due 2015 (the
“Notes”). The Notes have not been registered under the Securities Act of 1933, as amended,
and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.
Portions of the summary and business sections of the offering memorandum the Company and CRLLC
prepared in connection with the Private Offering are attached hereto as Exhibit 99.1. The
information filed in this Current Report on Form 8-K pursuant to Item 7.01, including the
information contained in Exhibit 99.1, is neither an offer to sell nor a solicitation of
an offer to buy any of the Notes in the Private Offering.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this
Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant
to Item 7.01 of Form 8-K and will not, except to the extent required by applicable law or
regulation, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any of
such information or exhibits be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as
expressly set forth by specific reference in such filing.
Item 8.01. Other Events
As previously announced, the Company and CRLLC have entered into a Stock Purchase and Sale
Agreement (the “Purchase Agreement”) with The Gary-Williams Company, Inc., a Delaware
corporation (“Seller Parent”), GWEC Holding Company, Inc., a Delaware corporation and a
wholly-owned subsidiary of Seller Parent (“Seller”), and Gary-Williams Energy Corporation,
a Delaware corporation and a wholly-owned subsidiary of Seller (“GWEC”), pursuant to which
CRLLC has agreed to acquire from Seller all of the issued and outstanding shares of GWEC, subject
to the terms and conditions contained therein, for a purchase price of $525,000,000 in cash (less a
$26,250,000 purchase price deposit already paid), plus an amount equal to GWEC’s working capital at
the closing, as of now estimated to be $69,000,000 (the “Acquisition”).
GWEC’s audited
consolidated financial statements and related notes (i) as of
and for the years
ended December 31, 2010 and 2009 and (ii) as of December 31,
2009 and for each of the years in the two-year period then ended are attached hereto as Exhibits 99.2 and 99.3,
respectively, and incorporated by reference herein. GWEC’s unaudited consolidated financial
statements as of September 30, 2011 and for the nine months ended September 30, 2011 and 2010 are
attached hereto as Exhibit 99.4, and incorporated by reference herein. In
addition, the Company’s unaudited pro forma condensed consolidated financial statements as of and for
the nine months ended September 30, 2011 and for the year ended December 31, 2010, which give
effect to the Acquisition and related transactions, are attached hereto as Exhibit 99.5 and
incorporated by reference herein. Finally, certain risk factors related to the combined company are
attached hereto as Exhibit 99.6 and incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K (including information included or incorporated by reference
herein) includes “forward-looking statements” within the meaning of the safe harbor provisions of
the United States Private Securities Litigation Reform Act of 1995. Such statements may include,
but are not limited to, statements about the benefits of the proposed acquisition of GWEC by the
Company, including future financial and operating results, the combined company’s plans,
objectives, expectations and intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of the Company’s management and are
subject to significant risks and uncertainties. Actual results may differ from those set forth in
the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: the failure to successfully integrate the businesses of the
Company and GWEC in the expected time frame; the substantial expenses incurred related to the
Acquisition and the integration of GWEC; a loss of management personnel and other key employees as
a result of uncertainties associated with the Acquisition; the failure of the unaudited pro forma
condensed consolidated financial information to be representative of the combined results of the
Company and GWEC after the consummation of the Acquisition; and unforeseen liabilities associated
with the Acquisition. The Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.