CVR unit East Dubuque extends tender for Rentech notes until June 8

By Susanna Moon

Chicago, May 31 – CVR Partners, LP said subsidiary East Dubuque Nitrogen Partners, LP extended the tender offer for its $320 million of 6½% second-lien senior secured notes due 2021.

Holders may now continue to tender their notes until 5 p.m. ET on June 8, according to a company update. The offer was extended from 5 p.m. ET on May 27.

Tendered notes may no longer be withdrawn as of May 26, the withdrawal deadline.

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.

That tally remains unchanged as of 5 p.m. ET on May 26.

East Dubuque Nitrogen began the tender offer and consent solicitation for the notes on April 29 and then CVR said on May 13 that it had obtained the needed consents to amend the notes indenture, and the proposed amendments would become operative upon payment for the tendered notes.

East Dubuque Nitrogen, formerly Rentech Nitrogen Partners, LP, issued the notes jointly with East Dubuque Finance Corp., formerly 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 amount includes an early premium of $30 per $1,000 principal amount.

Those who tender after the early deadline 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, 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 their notes.

Change-of-control offer

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

That offer has been pushed up, with the expiration now occurring on June 27 and the withdrawal deadline set for June 23. Originally, the change-of-control tender had been set to end at 5 p.m. ET on June 28.

As announced at the start of the offer, once the proposed amendments become operative, the company will no longer have an obligation under the indenture to make the change-of-control offer. As a result, the company had said 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, but 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.

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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