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): October 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 October 26, 2012, CVR Partners, LP issued a press release announcing a cash distribution for the quarter ended September 30, 2012. A copy of the press release is furnished with this Current Report on Form 8-K.
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 “Forward-Looking Statements” in the CVR Partners, LP Annual Report on Form 10-K and any other filings CVR Partners makes with the Securities and Exchange Commission. CVR Partners assumes no obligation, 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: October 26, 2012
| CVR PARTNERS, LP | ||
| By: |
CVR GP, LLC, its general partner | |
| By: |
/s/ Byron R. Kelley | |
| Byron R. Kelley, | ||
| Chief Executive Officer and President | ||
Exhibit 99.1
CVR PARTNERS DECLARES 2012 THIRD QUARTER DISTRIBUTION OF 49.6 CENTS
SUGAR LAND, Texas (Oct. 26, 2012) – CVR Partners, LP (NYSE: UAN), a master limited partnership and manufacturer of ammonia and urea ammonium nitrate (UAN) solution fertilizer products, today declared a cash distribution of 49.6 cents per common unit for the third quarter of 2012.
The distribution as set by the board of CVR GP, LLC, the general partner of CVR Partners, will be paid Nov. 14, 2012, to unit holders of record on Nov. 7, 2012.
CVR Partners previously announced that it will release its third quarter 2012 results on Monday, Nov. 5, after the close of New York Stock Exchange trading. Chief Executive Officer Byron Kelley and other executives will host a teleconference call for analysts and investors on Tuesday, Nov. 6, at 11 a.m. Eastern time.
The Earnings Conference Call will be broadcast live over the Internet at http://www.videonewswire.com/event.asp?id=89678. 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=89678. A repeat of the conference call can be accessed by dialing (877) 660-6853, conference ID 400977.
CVR Partners’ third quarter 2012 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.
This news release contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “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. For a discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our Annual Report on Form 10-K for the year ended Dec. 31, 2011, and any
subsequently filed quarterly reports on Form 10-Q. These 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 press release are made only as of the date hereof. CVR Partners undertakes no duty to update its forward-looking statements.
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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 (UAN) unit, and a dual-train gasifier complex having a capacity of 84 million standard cubic feet per day of hydrogen. Scheduled for completion at the start of 2013, a capital project is underway to expand the facility’s UAN production capacity to more than 3,000 tons per day.
For further information, please contact:
Investor Relations:
Wes Harris
281-207-3490
InvestorRelations@CVRPartners.com
Media Relations:
Angie Dasbach
913-982-0482
MediaRelations@CVRPartners.com