8-k
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): November 6, 2008 (October 31, 2008)
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
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(Commission File Number)
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(I.R.S. Employer |
jurisdiction of
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Identification Number) |
incorporation) |
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2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(Address of principal executive offices,
including zip code)
Registrants 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 (see General Instruction
A.2. below):
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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 Rule13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
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Item 1.02. |
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Termination of a Material Definitive Agreement |
On October 31, 2008, CVR Energy, Inc. (the Company) entered into an Amendment (the
Amendment) to its Amended and Restated Crude Oil Supply Agreement (the
Agreement) with J. Aron & Company (J. Aron). The Amendment extends the date on
which either party must deliver written notice of its election not to renew the Agreement for a
full year from October 31, 2008 to December 1, 2008.
In addition, the Company announced that while J. Aron has indicated that it does not intend to
renew the supply agreement for a full twelve months, the parties have been in discussions regarding
extending the supply agreement for up to 45 days beyond December 31, 2008, on terms and conditions
mutually acceptable to both parties, in order to assure the Company an uninterrupted supply of
crude oil while it negotiates with alternative suppliers. The Company announced that it is in
discussions with multiple parties in order to select a new supplier to replace its crude oil supply
agreement with J. Aron. Pursuant to the crude oil supply agreement, J. Aron has historically
purchased crude oil and other transportation fuels on behalf of the Company and provided
transportation and other logistical services to the Company with respect to the crude oil
purchased.
J. Aron is an affiliate of Goldman, Sachs & Co. Affiliates of Goldman, Sachs & Co. currently
beneficially own approximately 36.5% of the Company. In addition, J. Aron has also been a party to
a cash flow swap agreement with the Company since June 2005 which is expected to terminate in 2010.
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Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
99.1 |
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Press release, dated November 5, 2008. |
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.
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Date: November 6, 2008
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CVR ENERGY, INC.
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By: |
/s/ Edmund S. Gross
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Edmund S. Gross |
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Senior Vice President, General Counsel and Secretary |
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