Home Energy company CVR ENERGY INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

CVR ENERGY INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement.

Insight

On June 30, 2022certain subsidiaries of CVR Energy, Inc. (“Company”), Refining CVR, LP, CVR Refining, LLCWynnewood Energy Company, LLC, Wynnewood Refining Company, LLC, Coffeyville Resource TerminalLLC, Coffeyville Resources Refining and Marketing, LLC, Coffeyville Resources Pipeline, LLC,
Coffeyville Resources Crude Transportation, LLC and CVR Renewables, LLC
(collectively, the “Credit Parties”) have entered into Amendment No. 3 to the Amended and Restated ABL Credit Agreement (the “Amendment”) with a group of lenders and
Wells Fargo Bank, National Association (the “Agent”), as administrative agent and collateral agent. The Amendment amends certain provisions of the Amended and Restated ABL Credit Agreement, dated December 20, 2012as heretofore amended, by and among the Agent, the lender group parties thereto and the Credit Parties parties thereto (as amended by the Amendment, the “Amended ABL Credit Facility and update”), which was also due to expire in November 2022.

The Amended and Restated ABL Credit Facility is a senior asset-based secured revolving credit facility in an aggregate principal amount of up to $275 million
with an incremental facility, which allows an increase in borrowing up to
$125 million all subject to additional covenants by the lender and certain other conditions. Loan proceeds may be used for capital expenditures, working capital and general business purposes of the creditor parties and their affiliates. The Amended and Restated ABL Credit Facility provides for loans and letters of credit in an amount up to aggregate availability under the facility, subject to satisfaction of certain basic borrowing conditions, with sub- limits of $30 million for swingline loans and $60 million
(Where $100 million if increased by the Agent) for letters of credit. Under the Amended and Restated ABL Credit Facility, the Borrowing Base is at all times equal to the sum of (without duplication):

• 85% of eligible low-quality obligor accounts and 90% of eligible high-quality obligor accounts, plus

• 95% of accounts in support of which an irrevocable standby letter of credit has been provided to the agent, plus

• 85% of eligible unbilled accounts, plus

• 80% of Qualifying Refinery Hydrocarbon Inventory and Qualifying Renewable Oil Inventory (subject, in the case of Qualifying Refinery Hydrocarbon Inventory, to an increase of the lesser of (i) 5% of qualifying refinery hydrocarbon inventory and (ii) $10 million based on a fixed charge coverage ratio test), plus

• the lesser of (i) 85% of the value, at the lower of cost or market, of the inventories of eligible renewable raw materials, and (ii) 85% of the book value of the inventories of eligible renewable raw materials, plus

• the lesser of (i) 70% of the eligible renewable identification numbers and (ii) the lesser of (A) 5% of the borrowing base and (B) $15,000,000more

• the lesser of (i) 80% of the positive balance of the qualifying exchange agreement and (ii) $10 millionmore

• 80% of eligible crude oil in transit and eligible renewable raw materials in transit, plus

• 100% of the value of standby letters of credit paid but not due, less

•the total amount of the reserves then constituted.

All borrowings under the Amended and Restated ABL Credit Facility are subject to satisfaction of customary conditions, including freedom from default and accuracy of representations and warranties.

Interest Rates and Fees

At the option of the borrowers, loans under the Amended and Restated ABL Credit Facility initially bear interest at an annual rate equal, at all times, to (i) the Prime Rate (i.e. the highest federal funds rate plus 0.50%, a one-month SOFR plus 1.00% and the prime rate published by the Agent from time to time), or (ii) forward SOFR.

Borrowers must also pay a commitment fee on undrawn commitments to lenders under the Amended and Restated ABL Credit Facility equal to (I) 0.375% per annum for the first full calendar quarter after the closing date and (II) thereafter, (i) 0.375% per annum if drawdown under the Facility is less than 50% of total commitments and (ii) 0.25% per annum if drawdown under the facility is equal to or greater than 50% of total commitments. Borrowers must also pay customary letter of credit fees equal, for stand-by letters of credit, to the applicable margin on SOFR loans on the maximum amount available to be drawn thereunder and, for letters of commercial credit, at the applicable margin on SOFR loans less 0.50% on the

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maximum amount that can be drawn under this contract and customary hedging fees equal to 0.125% of the nominal amount of each commercial letter of credit.

Mandatory and Voluntary Refunds

The creditor parties are obligated to repay amounts outstanding under the Amended and Restated ABL Credit Facility in specified circumstances, including with proceeds from certain asset sales. In addition, the Crediting Parties are authorized to voluntarily prepay amounts outstanding under the Amended and Restated ABL Credit Facility at any time.

Amortization and final maturity

There is no scheduled amortization under the Amended and Restated ABL Credit Facility. All loans outstanding under the facility are due and repayable in full on June 30, 2027.

Warranties and Security

Obligations under the Amended and Restated ABL Credit Facility and related guarantees are secured by a first ranking lien on the inventories, accounts receivable and related assets of the creditor parties, in each case subject to customary exceptions. .

Restrictive Covenants and Other Matters

The Amended and Restated ABL Credit Facility requires the credit parties, in certain circumstances, to comply with a minimum fixed charge coverage ratio test, and contains other customary covenants that limit the ability of the parties to credit and capacity of their subsidiaries, among other things, incur liens, engage in consolidation, merger and purchase or sale of assets, pay dividends, incur debts, make advances, investments and loans, conclude affiliate transactions, issue equity interests or establish subsidiaries and subsidiaries without restriction. In addition, the Amended and Restated ABL Credit Facility includes a mechanism whereby certain newly formed subsidiaries of the Company will be joined as creditor parties to the Amended and Restated ABL Credit Facility and to permit the transfer of certain assets as part of the previously announced corporate restructuring initiative, under which the Company intends, among other actions, to separate its renewable energy business.

The Amended and Restated ABL Credit Facility also contains certain customary representations and warranties, affirmative covenants and events of default.

The description of the Amendment, including the amended and restated ABL Credit Facility, is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein. by reference.

Additional act

On July 1, 2022in connection with the Amendment and the Amended and Restated ABL Credit Facility, fourteen newly created indirect subsidiaries of the Company (the “Entrant Subsidiaries”) that were not previously parties to this Indenture as of January 27, 2020among the Company, the subsidiary guarantors listed therein, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), providing for the issuance of 5.25% Senior Notes due 2025 (the “2025 Notes”) and 5.75% Senior Notes due 2028 (with the 2025 Bonds, the “Bonds”), executed and delivered a supplemental trust indenture to the Trustee pursuant to which the Entering Subsidiaries unconditionally guaranteed all of the Company’s obligations under the Notes on the terms and conditions set forth in the Guarantee Notes and the Trust Deed. The description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the document, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

This report contains “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, including with respect to the Company’s plans for its renewable energy businesses. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of the Company.

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information presented in section 1.01 of this report is incorporated by reference in this section 2.03.

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Section 9.01. Financial statements and supporting documents.

(d) Exhibits

The following exhibits are being "furnished" as part of this Current Report on
Form 8-K:

   Exhibit     Exhibit Description
    Number

     4.1         Supplemental Indenture, dated as of Ju    ly 1    , 2022, among     CVR Energy,
               Inc., the     guarantors     party thereto    ,     and Wells Fargo Bank,
               National Association, as Trustee.
    10.1+        Amendment No. 3 to Amended and Restated ABL Credit Agreement dated June 30,
               2022, by and among CVR Refining, LP and certain of its subsidiaries,     Wells
               Fargo Bank, National Association, as administrative agent and collateral agent
               and the group of lenders from time to time party thereto    .
     104       Cover Page Interactive Data File (the cover page XBRL tags are embedded within
               the Inline XBRL document).



+ Appendices and exhibits have been omitted in accordance with SK Rule 601(a)(5). The declarant undertakes to provide in addition a copy of the annexes and the omitted documents to the SECOND on demand.

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