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): January 26, 2012
CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35120 | 56-2677689 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 January 26, 2012, CVR Partners, LP issued a press release announcing a cash distribution for the quarter ended December 31, 2011. A copy of the press release is furnished with this Current Report on Form 8-K.
CVR Partners continues to believe it is well positioned to meet or exceed its previous distribution guidance of $1.92 for the twelve months ending March 31, 2012 as reported in its prospectus dated April 7, 2011 in connection with its initial public offering.
The foregoing information contains forward-looking statements based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. You are cautioned not to put undue reliance on such forward-looking statements (including forecasts and projections regarding our future performance) because actual results may vary materially from those expressed or implied as a result of various factors, including, but not limited to those set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the CVR Partners, LP Prospectus and any other filings CVR Partners, LP makes with the Securities and Exchange Commission. CVR Partners, LP assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is being “furnished” as part of this Current Report on Form 8-K:
| 99.1 | Press release. |
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: January 26, 2012
| CVR PARTNERS, LP | ||
| By: CVR GP, LLC, its general partner | ||
| By: | /s/ Frank A. Pici | |
| Frank A. Pici, | ||
| Chief Financial Officer and Treasurer | ||
Exhibit 99.1
CVR PARTNERS DECLARES FOURTH QUARTER DISTRIBUTION OF 58.8 CENTS
SUGAR LAND, Texas (Jan. 26, 2012) – CVR Partners, LP (NYSE: UAN), a master limited partnership and manufacturer of ammonia and urea ammonium nitrate (UAN) solution fertilizer products, announced today declaration of a cash distribution of 58.8 cents per common unit for the fourth quarter of 2011.
The distribution as set by the board of CVR GP, LLC, the general partner of CVR Partners, will be paid Feb. 14 to unit holders of record on Feb. 7, 2012.
This will be the third cash distribution paid by the partnership since it began trading on the New York Stock Exchange on April 8, 2011, and will result in cumulative cash distributions paid of approximately $1.57 per common unit. CVR Partners believes it is well positioned to meet or exceed its previous distribution guidance of $1.92 for the twelve months ending March 31, 2012, as reported in its prospectus dated April 7, 2011, in connection with its initial public offering.
CVR Partners previously announced that it will release its fourth quarter 2011 and year end results on Wednesday, Feb. 22, after the close of New York Stock Exchange trading. Chief Executive Officer Byron Kelley and other executives then will host a teleconference call for analysts and investors on Thursday, Feb. 23, at 10 a.m. Eastern time.
The Earnings Conference Call will be broadcast live over the Internet at http://www.videonewswire.com/event.asp?id=84798. For investors or analysts who want to participate during the call, the dial-in number is (877) 869-3847. For those unable to listen live, the Webcast will be archived and available for 28 days at http://www.videonewswire.com/event.asp?id=84798.
CVR Partners’ fourth quarter and year end 2011 earnings news release will be distributed via PR Newswire and posted at www.CVRPartners.com.
This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b). Please note that 100 percent of CVR Partners’ distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, the CVR Partners’ distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.
The information contained in this news release includes forward-looking statements based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. You are cautioned not to put undue reliance on such forward-looking statements (including forecasts and projections regarding our future performance) because actual results may vary materially from those expressed or implied as a result of various factors, including, but not limited to those set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the CVR Partners, LP Prospectus and any other filings CVR
Partners, LP makes with the Securities and Exchange Commission. CVR Partners, LP assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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About CVR Partners, LP
Headquartered in Sugar Land, Texas, with manufacturing facilities located in Coffeyville, Kan., CVR Partners, LP is a Delaware limited partnership focused primarily on the manufacture of nitrogen fertilizers. The CVR Partners nitrogen fertilizer manufacturing facility is the only operation in North America that uses a petroleum coke gasification process to produce nitrogen fertilizer and includes a 1,225 ton-per-day ammonia unit, a 2,025 ton-per-day urea ammonium nitrate unit, and a dual-train gasifier complex having a capacity of 84 million standard cubic feet per day of hydrogen.
For further information, please contact:
| Investor Relations: | Media Relations: | |
| Wes Harris | Angie Dasbach | |
| 281-207-3490 | 913-982-0482 | |
| InvestorRelations@CVRPartners.com | MediaRelations@CVRPartners.com |