CVR Energy Determines Stock Ratio for Distribution of Delek US Holdings Common Stock to CVR Energy Stockholders in Connection...
May 27 2021 - 3:24PM
CVR Energy, Inc. (“CVR Energy” or the “Company”) (NYSE: CVI) today
announced the final ratio for the Stock Distribution (defined
below) portion of its previously announced special dividend of $492
million, which is payable in a combination of cash and the common
stock of Delek US Holdings, Inc. (“Delek”) held by the Company (the
“Stock Distribution”). The special dividend will be paid on June
10, 2021 (the “Distribution Date”). In the Stock Distribution, the
Company will distribute 0.1048 of a share of Delek common stock for
each share of the Company’s common stock outstanding as of the
close of business on May 26, 2021 (the “Record Date”). The final
Stock Distribution ratio was calculated by dividing the 10,539,880
shares of Delek common stock to be distributed by 100,530,599
shares of CVR Energy common stock outstanding as of the close of
business on the Record Date. No fractional shares of Delek common
stock will be distributed. Instead, stockholders will receive cash
in lieu of any fractional share of Delek common stock that they
otherwise would have received. The Company intends to announce the
amount of cash per share of its common stock to which each of its
stockholders will be entitled on the Distribution Date.
Stockholders should consult their tax advisors
with respect to U.S. federal, state, local and foreign tax
consequences of the special dividend. The distribution of Delek
common stock will be made in book-entry form and no physical share
certificates will be issued.
An information statement describing the special
dividend will be included as an exhibit to a Current Report on Form
8-K to be filed by the Company with the U.S. Securities and
Exchange Commission (the “SEC”). No action is required by CVR
Energy stockholders to receive the special dividend. CVR Energy
stockholders do not need to pay any consideration for or surrender
or exchange your shares of CVR Energy common stock.
Additional information on the special dividend,
including a copy of the information statement, will be posted to
CVR Energy’s website at https://cvrenergy.gcs-web.com.
Forward-Looking Statements and
Notices
This news release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Statements concerning current estimates,
expectations and projections about future results, performance,
prospects, opportunities, plans, actions and events and other
statements, concerns, or matters that are not historical facts are
“forward-looking statements,” as that term is defined under the
federal securities laws. These forward-looking statements include,
but are not limited to, statements regarding future issuance and
payment of a special dividend of cash and/or Delek stock (if at
all) including the amount, timing, ratio, process and impact
thereof; and other matters. You can generally identify
forward-looking statements by our use of forward-looking
terminology such as “outlook,” “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “explore,” “evaluate,” “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. Investors are cautioned that
various factors may affect these forward-looking statements,
including the health and economic effects of COVID-19, the rate of
any economic improvement, demand for fossil fuels, price volatility
of crude oil, other feedstocks and refined products (among others);
the ability of the Company to pay cash dividends; costs of
compliance with existing or new laws and regulations and potential
liabilities therefrom; and other risks. For additional discussion
of risk factors which may affect our results, please see the risk
factors and other disclosures included in our most recent Annual
Report on Form 10-K, any subsequently filed Quarterly Reports on
Form 10-Q and our other SEC filings. These and other risks may
cause our actual results, performance or achievements to differ
materially from any future results, performance or achievements
expressed or implied herein. 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 news release are made only as of the date hereof. CVR
Energy disclaims any intention or obligation to update publicly or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent
required by law.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy
is a diversified holding company primarily engaged in the petroleum
refining and marketing business through its interest in CVR
Refining and the nitrogen fertilizer manufacturing business through
its interest in CVR Partners, LP. CVR Energy subsidiaries serve as
the general partner and own 36 percent of the common units of CVR
Partners.
Investors and others should note that CVR Energy
may announce material information using SEC filings, press
releases, public conference calls, webcasts, and the Investor
Relations page of its website. CVR Energy may use these channels to
distribute material information about the Company and to
communicate important information about the Company, corporate
initiatives and other matters. Information that CVR Energy posts on
its website could be deemed material; therefore, CVR Energy
encourages investors, the media, its customers, business partners
and others interested in the Company to review the information
posted on its website.
For further information, please contact:
Investor Relations:Richard
RobertsCVR Energy, Inc.(281)
207-3205InvestorRelations@CVREnergy.com
Media Relations:Brandee
StephensCVR Energy, Inc. (281)
207-3516MediaRelations@CVREnergy.com
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