The 2031 Notes mature on February 15, 2031, and the 2034 Notes mature on February 15, 2034, unless earlier redeemed or purchased. Interest on both tranches is payable semi-annually in arrears on February 15 and August 15 of each year, beginning August 15, 2026. The notes are fully and unconditionally guaranteed on a senior unsecured, joint and several basis by all of CVR Energy's existing domestic subsidiaries, other than Wynnewood Insurance Corporation, CVR Aviation, LLC, CVR GP, LLC, CVR Partners, LP and their respective subsidiaries, and CHC GP, LLC, RHC GP, LLC and FHC GP, LLC. The filings reviewed do not disclose an issue price, yield to maturity, or credit ratings assigned to the notes; no rating agency press releases were identified in CVR Energy's SEC filings for this offering.
CVR Energy disclosed specific, non-generic use of proceeds in the January 29, 2026 launch announcement: net proceeds from the offering, together with cash on hand or borrowings under the Company's senior secured asset-based revolving credit facility (the Petroleum ABL), were intended to (i) repay all outstanding principal under the Company's senior secured term loan facility, (ii) redeem all of its outstanding 8.500% Senior Notes due 2029, and (iii) redeem $217 million in aggregate principal amount of its outstanding 5.750% Senior Notes due 2028. This offering therefore functioned as a refinancing of CVR Energy's term loan and a partial refinancing of its 2028 and 2029 senior notes, extending the Company's maturity profile out to 2031 and 2034.
The notes carry call protection and make-whole provisions. CVR Energy may redeem all or part of the 2031 Notes at any time prior to February 15, 2028 at 100% of principal plus a make-whole premium and accrued interest, and may redeem the 2031 Notes on or after February 15, 2028 at redemption prices specified in the Indenture. The Company may also redeem up to 40% of the 2031 Notes prior to February 15, 2028 using net cash proceeds of certain equity offerings, at a redemption price of 107.500% of principal plus accrued interest. The 2034 Notes have parallel structure: redeemable prior to February 15, 2029 at 100% of principal plus a make-whole premium, redeemable at specified prices on or after February 15, 2029, and up to 40% redeemable prior to February 15, 2029 from equity offering proceeds at 107.875% of principal plus accrued interest. If a change of control triggering event occurs, noteholders may require CVR Energy to repurchase the notes at 101% of principal plus accrued interest. The Indenture also requires an offer to purchase notes using unreinvested asset sale proceeds not used to repay certain debt, at 100% of principal plus accrued interest.
Because the notes are unsecured and were sold via Rule 144A/Reg S rather than registered, the Indenture contains high-yield-style restrictive covenants limiting CVR Energy and its restricted subsidiaries' ability to, among other things, incur additional indebtedness or issue disqualified equity, create liens on certain assets, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell certain assets, restrict subsidiary distributions to the Company, or consolidate, merge, or sell substantially all assets, along with customary events of default.
In a related transaction completed the same day, certain CVR subsidiaries and CVR Refining, LP entered into Amendment No. 5 to their Amended and Restated ABL Credit Agreement with Wells Fargo Bank, National Association as administrative and collateral agent. The amendment extended the ABL facility's maturity from June 2027 to February 2031 (subject to a springing maturity tied to certain material indebtedness), increased commitments from $345 million to $550 million (with capacity to increase further to $700 million), removed the letter-of-credit subfacility dollar cap and the credit spread adjustment from SOFR-based pricing, and added a new $25 million restricted payments basket, among other changes.
No underwriters, initial purchasers, or bookrunners for the notes offering were named in the filings reviewed. No legal counsel to CVR Energy, the guarantors, the trustee, or any initial purchasers was identified in the 8-K or the Indenture.