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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(i281) i207-3200
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.01 par value per share
iCVI
iThe
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously reported, CVR Energy, Inc. (the “Company”) and certain of its affiliates (the “Call Defendants”) are parties to consolidated lawsuits (collectively, the “Call Option Lawsuits”) pending before the Delaware Court of Chancery (the “Chancery Court”), primarily alleging breach of contract, tortious interference
and breach of the implied covenant of good faith and fair dealing and seeking monetary damages and attorneys’ fees, among other remedies, filed by purported former unitholders of CVR Refining, LP (“CVR Refining”) on behalf of themselves and an alleged class of similarly situated unitholders relating to the Company’s exercise of the call option under the CVR Refining Amended and Restated Agreement of Limited Partnership assigned to it by CVR Refining’s general partner.
On July 20, 2022, the Company and the Call Defendants entered into a confidential, binding term sheet pursuant to which the
Company, the Call Defendants and plaintiffs are expected to execute a final agreement to settle the Call Option Lawsuits for $78.5 million, subject to approval by the Chancery Court and other conditions contained therein. In connection with the execution of the term sheet, the Company expects to accrue a charge of $78.5 million in the quarter ended June 30, 2022. If finalized, settlement of the Call Option Lawsuits is not currently expected to have any further impact on the Company’s financial position or results of operations.
As previously disclosed, lawsuits relating to insurance coverage for the Call Option Lawsuits remain pending in each of the 434th Judicial
District Court of Fort Bend County, Texas and the Superior Court of the State of Delaware, and pre-trial proceedings are in process. The Company intends to vigorously pursue recovery of the $78.5 million it expects to pay in settlement of the Call Option Lawsuits and other damages allowed by law from its primary and excess insurers in the event the Chancery Court approves the settlement.
This report contains certain forward-looking statements, including the Company’s projections as to the amount and timing of the charge relating to the proposed settlement. Forward-looking information
is based on management’s estimates, assumptions and projections, and is subject to significant uncertainties and other factors, many of which are beyond the Company’s control. Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management, including, but not limited to executing a final agreement to settle, obtaining court approval of the proposed settlement, whether the proposed settlement is appealed, the outcome of the related insurance lawsuits or the amount of insurance recoveries, if any.
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
Number
Exhibit Description
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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.
