Item 1.01. Entry into a Material Definitive Agreement.
Indenture
On
The Partnership used the net proceeds from the Private Offering, together with
cash on hand, to fund the partial redemption of
The Notes were issued under an indenture, dated as of
The Notes will mature on
The Partnership may redeem all or part of the Notes at any time prior to
If a "change of control triggering event" (as defined in the Indenture) occurs, holders of the Notes will have the option to require the Partnership to purchase for cash all or a portion of their Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of settlement. In addition, if the Partnership makes certain asset sales and does not reinvest the proceeds thereof or use such proceeds to repay certain debt, it will be required to use the proceeds of such asset sales to make an offer to purchase the Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of settlement.
The Indenture contains covenants that restrict the ability of the Partnership
and its restricted subsidiaries (as defined in the Indenture) to, among other
things, sell assets, pay distributions on, redeem or repurchase the
Partnership's units or redeem or repurchase its subordinated debt, make
investments, incur or guarantee additional indebtedness or issue disqualified
stock, create or incur certain liens, enter into agreements that restrict
distributions or other payments from the Partnership's restricted subsidiaries
to the Partnership, consolidate, merge or transfer all or substantially all of
the Partnership's assets, engage in transactions with affiliates and create
unrestricted subsidiaries. These covenants are subject to important exceptions
and qualifications. However, at any time when the Notes are rated investment
grade by either of
The Notes and related guarantees will be secured by (i) a first-priority security interest in the Notes Priority Collateral (as defined in the Indenture) on a pari passu basis with the 2023 Notes and on a pari passu or senior lien basis with any other parity lien obligations and (ii) a second-priority security interest in the ABL Priority Collateral (as defined in the Indenture), in each case subject to certain permitted liens. The Partnership's existing revolving credit facility (the "Existing ABL Facility")
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will continue to be secured by a first-priority security interest in the ABL Priority Collateral and by a second-priority security interest in the Notes Priority Collateral.
The Intercreditor Agreement referred to below governs the priorities of the security interests and certain related creditor rights in the collateral among the holders of the ABL Obligations (as defined in the Indenture), on the one hand, and the holders of the Notes and the other parity lien debt, including the 2023 Notes, on the other hand. The Collateral Trust Agreement referred to below governs the priorities and security interests and certain related creditor rights in the collateral among the holders of the Notes, the 2023 Notes and any other parity lien debt. In the event of any inconsistency between the terms of the Collateral Trust Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control.
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture (including the form of Notes attached as an exhibit thereto), a copy of which is filed as Exhibit 4.1 to this report and is incorporated herein by reference.
Intercreditor Agreement
The Issuers will designate the Notes and the related guarantees as Other Parity
Lien Obligations (as defined in the Intercreditor Agreement) and the Trustee
will enter into a joinder to the Intercreditor Agreement, dated as of
The foregoing descriptions of the Intercreditor Agreement and the joinder thereto do not purport to be complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as Exhibit 10.2 and Exhibit 10.4, respectively, to this report and are incorporated herein by reference.
Collateral Trust Agreement
The Issuers and the Guarantors will enter into a joinder to the Collateral Trust
Agreement with the Collateral Trustee and the Trustee. The Collateral Trust
Agreement, dated as of
The foregoing description of the Collateral Trust Agreement and the joinder thereto do not purport to be complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as Exhibit 10.1 and Exhibit 10.3, respectively, to this report and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being "furnished" as part of this Current Report on Form 8-K: Exhibit Exhibit Description Number 4.1* Indenture, dated as ofJune 23, 2021 , amongCVR Partners, LP ,CVR Nitrogen Finance Corporation , the guarantors party thereto andWilmington Trust, National Association , as trustee and collateral trustee. 4.2* Form of 6.125% Senior Secured Note due 2028 (included within the Indenture filed as Exhibit 4.1). 10.1** Collateral Trust Agreement, dated as ofJune 10, 2016 , amongCVR Partners, LP ,CVR Nitrogen Finance Corporation , the Guarantors (as defined therein) andWilmington Trust, National Association , as Trustee and Collateral Trustee (incorporated by reference to Exhibit 10.1 of the Form 8-K filed onJune 16, 2016 ). 10.2** Intercreditor Agreement, dated as ofSeptember 30, 2016 , amongCVR Partners, LP ,CVR Nitrogen, LP ,East Dubuque Nitrogen Fertilizers, LLC ,Coffeyville Resources Nitrogen Fertilizers, LLC ,CVR Nitrogen Holdings, LLC ,CVR Nitrogen Finance Corporation ,CVR Nitrogen GP, LLC , certain of their affiliates from time to time party thereto, UBS AG,Stamford Branch , as administrative agent and collateral agent for the secured parties,Wilmington Trust, National Association , as trustee and collateral trustee for the secured parties in respect of the outstanding senior secured notes and other parity lien obligations and other parity lien representative from time to time party thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K filed onOctober 6, 2016 ). 10.3* Collateral Trust Joinder, dated as ofJune 23, 2021 , amongCVR Partners, LP ,CVR Nitrogen Finance Corporation , the guarantors party thereto andWilmington Trust, National Association , as trustee and collateral trustee. 10.4* The Joinder Agreement (Other Parity Lien Obligations), dated as ofJune 23, 2021 , amongWilmington Trust, National Association , as an other parity obligations representative, UBS AG,Stamford Branch , as collateral agent under the Existing ABL Facility,Wilmington Trust, National Association , as applicable parity lien representative,Wilmington Trust, National Association , as parity lien collateral trustee andCVR Partners, LP . 104* Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). * Filed herewith. ** Previously filed.
PLEASE NOTE: Pursuant to the rules and regulations of the
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