UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 21, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2021, CVR Partners, LP (the “Partnership”), together with CVR Energy, Inc. (the “Company”) and one of its subsidiaries, entered into a Severance and Release Agreement (the “Agreement”) with Tracy D. Jackson in connection with her previously disclosed resignation from the positions of Executive Vice President and Chief Financial Officer and principal accounting officer of the general partner of the Partnership and the Company. The Agreement provides Ms. Jackson with the opportunity to receive, less applicable withholdings and deductions, cash payments of $189,000 plus three installments of $200,000 payable through August 2024, subject to Ms. Jackson’s agreement to and compliance with certain conditions including confidentiality, non-solicitation, and non-disparagement and a general release of claims.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the complete text thereof, which will be filed as an exhibit to the Partnership’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.
Item 8.01. Other Events.
On August 25, 2021, the Partnership issued a press release relating to deferral of the planned turnaround at its Coffeyville, Kansas facility. The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The information in Item 9.01 of this Current Report on Form 8-K and Exhibits 99.1 and 104 attached hereto are being “furnished” and are not deemed “filed” by CVR Partners for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor are they deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Exhibit Number | Exhibit Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | ||||
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: August 25, 2021
| CVR Partners, LP | |||||
| By: CVR GP, LLC, its general partner | |||||
| By: | /s/ Dane J. Neumann | ||||
| Dane J. Neumann | |||||
| Interim Chief Financial Officer and Vice President – Finance & Treasurer | |||||
Exhibit 99.1
CVR Partners Announces Coffeyville Turnaround Deferral
SUGAR LAND, Texas (August 25, 2021) – CVR Partners, LP (“CVR Partners” or the “Partnership”) (NYSE: UAN) announced today that it currently intends to defer the scheduled turnaround at its Coffeyville, Kansas nitrogen fertilizer facility from October 2021 to the third quarter of 2022. CVR Partners now expects its total forecasted turnaround spending for 2021 of approximately $8 million to $10 million of expense for the Coffeyville facility to be spent in 2022, which will be in addition to the planned 2022 turnaround for the Partnership’s East Dubuque nitrogen fertilizer facility.
“The health and safety of our employees, contractors and communities remains our critical priority,” said Mark Pytosh, President and Chief Executive Officer of CVR Partners’ general partner. “Between the recent spike in COVID-19 cases and the addition of Louisiana to Kansas’ travel quarantine list, we thought it prudent to reconsider the timing of this turnaround.
“Our proactive performance of maintenance activities during recent downtime events together with a planned short, opportunistic outage later in the year, should enable us to safely defer this turnaround and complete the installation of the urea expansion project,” continued Pytosh. “This turnaround deferral should also position us to capitalize on the strong margin environment we are currently seeing for both ammonia and UAN.”
CVR Partners will continue to monitor its marketing and operating conditions and make adjustments, if needed, to its turnaround and maintenance planning.
Forward-Looking Statements
This news release contains forward-looking statements. Statements concerning current estimates, expectations and projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding future: turnarounds and maintenance activities including the cost, timing, impact and risks thereof; margin environment and our ability to capitalize on same; continued safe, reliable operations; and other matters. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) the health and economic effects of the COVID-19 pandemic and any variant thereof, the rate of any economic improvements, impacts of planting season on our business, general economic and business conditions, and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the
date hereof. CVR Partners disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
About CVR Partners, LP
Headquartered in Sugar Land, Texas, CVR Partners, LP is a Delaware limited partnership focused on the production, marketing and distribution of nitrogen fertilizer products. It primarily produces urea ammonium nitrate (UAN) and ammonia, which are predominantly used by farmers to improve the yield and quality of their crops. CVR Partners’ Coffeyville, Kansas, nitrogen fertilizer manufacturing facility includes a 1,300 ton-per-day ammonia unit, a 3,000 ton-per-day UAN unit and a dual-train gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen. CVR Partners’ East Dubuque, Illinois, nitrogen fertilizer manufacturing facility includes a 1,075 ton-per-day ammonia unit and a 1,100 ton-per-day UAN unit.
For further information, please contact:
Investor Relations:
Richard Roberts
CVR Partners, LP
281-207-3205
InvestorRelations@CVRPartners.com
Media Relations:
Brandee Stephens
CVR Partners, LP
281-207-3516
MediaRelations@CVRPartners.com