CVR gets consents for 98.5% of Rentech 6½% notes, enough to amend them

By Angela McDaniels

Tacoma, Wash., May 13 – CVR Partners, LP announced that subsidiary East Dubuque Nitrogen Partners, LP has received enough consents to amend the indenture governing its $320 million of 6½% second-lien senior secured notes due 2021.

As previously reported, East Dubuque Nitrogen began a tender offer and consent solicitation for the notes on April 29.

Holders had tendered $315,245,000 principal amount, or 98.5%, of the notes as of the early tender date, 5 p.m. ET on May 12.

The proposed amendments will become operative upon payment for the tendered notes.

East Dubuque Nitrogen was formerly known as Rentech Nitrogen Partners, LP. It issued the notes jointly with East Dubuque Finance Corp., formerly known as Rentech Nitrogen Finance Corp.

In the tender offer, East Dubuque Nitrogen is offering $1,015 per $1,000 principal amount to holders who tender with consents by the early tender date. The total includes an early participation premium of $30 per $1,000 principal amount.

Those who tender after that date but before the expiration at 5 p.m. ET on May 27 will receive $985 per $1,000 principal amount.

East Dubuque Nitrogen will also pay accrued interest up to but excluding the settlement date.

In the consent solicitation, East Dubuque Nitrogen is seeking to eliminate or modify substantially all of the restrictive covenants relating to the company and its subsidiaries, eliminate all events of default other than failure to pay principal, premium or interest on the notes, eliminate all conditions to satisfaction and discharge and release the liens on the collateral securing the notes.

Holders may not tender without delivering consents, and holders may not deliver consents without tendering.

Concurrently but separately, the company is also conducting a change-of-control tender offer for the notes.

However, once the proposed amendments becoming operative, the company will no longer have an obligation under the indenture to make the change-of-control offer. As a result, it expects to terminate the change of control offer once the tender offer settles.

Notes may only be submitted to the tender offer or the change-of-control offer, not both.

In the change-of-control offer, East Dubuque Nitrogen is offering $1,010 per $1,000 principal amount plus accrued interest up to but excluding the settlement date.

This offer ends at 5 p.m. ET on June 28.

East Dubuque Nitrogen is required to make the offer because its acquisition by CVR Partners triggered the change-of-control provision in the note indenture.

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 538-2147) is dealer manager. Ipreo LLC (888 593-9546 or 212 849-3880) is information agent and tender agent.

CVR Partners is a Sugar Land, Texas-based manufacturer of nitrogen fertilizers.

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