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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): July 28, 2011
CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35120 | 56-2677689 | ||
| (State or other | (Commission File Number) | (I.R.S. Employer | ||
| jurisdiction of | Identification Number) | |||
| incorporation) | ||||
| 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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 7.01. Regulation FD Disclosure | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
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Item 7.01. Regulation FD Disclosure.
On July 26, 2011 CVR Partners, LP announced a Q2 2011 cash distribution of $0.407 per common
unit for the period of April 13, 2011 (the closing of its initial public offering) through June 30,
2011. CVR Partners is reaffirming 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 following 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, dated July 28, 2011.
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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: July 28, 2011
| CVR PARTNERS, LP |
||||
| By: | CVR GP, LLC, its general partner | |||
| By: | /s/ Edward Morgan | |||
| Edward Morgan, | ||||
| Chief Financial Officer and Treasurer | ||||
Exhibit 99.1
CVR Partners Reaffirms Distribution Guidance
Of $1.92 for Twelve Months Ending March 31, 2012
Of $1.92 for Twelve Months Ending March 31, 2012
SUGAR LAND, Texas (July 28, 2011) — On July 26, 2011, CVR Partners, LP announced a second
quarter 2011 cash distribution of 40.7 cents per common unit for the period of April 13, 2011 (the
closing of its initial public offering) through June 30, 2011. CVR Partners today reaffirms 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 following 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.
###
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: | |
Jay Finks
|
Steve Eames | |
281-207-3588
|
281-207-3550 | |
InvestorRelations@CVRPartners.com
|
MediaRelations@CVRPartners.com |