CVR ENERGY INC 8-K

What Happened

• CVR Energy, Inc. announced on Feb. 12, 2026 that it issued $600 million of 7.500% Senior Notes due 2031 and $400 million of 7.875% Senior Notes due 2034 (total $1.0 billion) in a private Rule 144A/Reg S offering. The notes were issued under an Indenture dated Feb. 12, 2026 and are guaranteed on a senior unsecured basis by the company’s domestic subsidiaries (with certain named exceptions). Interest is payable semi‑annually (Feb. 15 and Aug. 15), beginning Aug. 15, 2026.
• On the same date CVR (through certain subsidiaries and CVR Refining, LP) entered into Amendment No. 5 to its Amended and Restated ABL Credit Agreement with a lender group and Wells Fargo Bank, N.A., extending the ABL facility maturity and increasing committed capacity.

Key Details

• Senior notes: $600M of 7.500% due Feb. 15, 2031; $400M of 7.875% due Feb. 15, 2034; trustee U.S. Bank Trust Company, N.A.
• Redemption & protections: make‑whole call periods, earlier call dates (2031 notes callable before Feb. 15, 2028; 2034 notes before Feb. 15, 2029), equity‑offering cleanup calls (up to 40% at premium), change‑of‑control repurchase at 101% of principal.
• ABL Amendment: maturity extended from June 2027 to Feb. 2031 (subject to certain exceptions); revolver commitments increased from $345M to $550M (expandable up to $700M); borrowing base adjustments (includes qualified cash and first purchaser reserves); new $25M restricted payments basket; removed certain caps/adjustments and revised negative covenants.
• ABL pricing: borrowings priced by excess availability — if >50%: Term SOFR +1.50% (or base rate +0.50%); if ≤50%: Term SOFR +1.75% (or base rate +0.75%). Facility can be used for capex, turnarounds, working capital and general corporate purposes.

Why It Matters

• These moves materially increase CVR’s liquidity and extend near‑term maturities: $1.0B of long‑term unsecured notes provides immediate funding while the amended ABL lifts committed revolver capacity to $550M (potentially $700M) and pushes the ABL maturity into 2031. That combination reduces short‑term refinancing pressure.
• The new high‑coupon notes add fixed interest expense (7.50% and 7.875%), so investors should watch interest coverage, cash flow generation, and how the company deploys the proceeds (deleveraging vs. capex/operations). The indenture’s covenants and subsidiary guarantees are typical for unsecured notes and include restrictions (on dividends, liens, indebtedness, asset sales) that may affect capital returns.