CVR ENERGY INCCVI
CVR ENERGY INC Debt Disclosure
(8) Long-Term Debt and Finance Lease Obligations
Long-term debt and finance lease obligations consisted of the following:
| December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| CVR Energy: | |||||||||||
8.500% Senior Notes, due January 2029 | $ | 600 | $ | 600 | |||||||
5.750% Senior Notes, due February 2028 | 400 | 400 | |||||||||
| 2 | — | ||||||||||
| Unamortized debt issuance costs | (3) | (4) | |||||||||
| Total CVR Energy debt and finance lease obligations, net of current portion | 999 | 996 | |||||||||
Petroleum Segment: | |||||||||||
| Term Loan | 154 | 322 | |||||||||
| 32 | 29 | ||||||||||
| Unamortized debt discount and debt issuance costs | (3) | (8) | |||||||||
Total Petroleum Segment debt and finance lease obligations, net of current portion | 183 | 343 | |||||||||
Nitrogen Fertilizer Segment: | |||||||||||
6.125% Senior Secured Notes, due June 2028 | 550 | 550 | |||||||||
| 21 | 20 | ||||||||||
| Unamortized debt issuance costs | (2) | (2) | |||||||||
Total Nitrogen Fertilizer Segment debt and finance lease obligations, net of current portion | 569 | 568 | |||||||||
| Total long-term debt and finance lease obligations, net of current portion | 1,751 | 1,907 | |||||||||
| Current portion of long-term debt and finance lease obligations | 14 | 12 | |||||||||
| Total long-term debt and finance lease obligations, including current portion | $ | 1,765 | $ | 1,919 | |||||||
Credit Agreements
| (in millions) | Total Available Borrowing Capacity | Amount Borrowed as of December 31, 2025 | Outstanding Letters of Credit | Available Capacity as of December 31, 2025 | Maturity Date | ||||||||||||||||||||||||
Petroleum Segment: | |||||||||||||||||||||||||||||
CVR Energy’s Amended and Restated ABL Credit Agreement (“CVR Energy ABL”) (1) | $ | 258 | $ | — | $ | 10 | $ | 248 | June 30, 2027 | ||||||||||||||||||||
Nitrogen Fertilizer Segment: | |||||||||||||||||||||||||||||
| CVR Partners’ Credit Agreement (“CVR Partners ABL”) | $ | 48 | $ | — | $ | — | $ | 48 | September 26, 2028 | ||||||||||||||||||||
CVR Energy
2031 Notes and 2034 Notes - On February 12, 2026, CVR Energy completed the issuance of $1 billion aggregate principal amount of notes, consisting of $600 million of 7.500% Senior Notes due February 2031 (the “2031 Notes”) and $400 million of 7.875% Senior Notes due February 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. The 2031 Notes will mature on February 15, 2031, unless earlier redeemed or purchased. The 2034 Notes will mature on February 15, 2034, unless earlier redeemed or purchased. The Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of the Company’s existing domestic subsidiaries (other than Wynnewood Insurance
Corporation, CVR Aviation, LLC, CVR GP, LLC, CVR Partners, LP, UAN Services, LLC and each of their respective subsidiaries and CHC GP, LLC, RHC GP, LLC and FHC GP, LLC) (the “Domestic Subsidiaries”).
In connection with the issuance of the Notes, the Company received $993 million of net cash proceeds, net of underwriting fees and other third-party fees and expenses associated with the offering. The debt issuance costs of the Notes totaled approximately $13 million and are being amortized over the terms of the respective notes as interest expense using the effective-interest amortization method.
On or after February 15, 2028 and February 15, 2029, we may on any one or more occasions, redeem all or part of the 2031 Notes and 2034 Notes, respectively, at the redemption prices set forth below expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.
| 2031 Notes | 2034 Notes | |||||||||||||||||||
| 12-month period beginning February 15, | Percentage | 12-month period beginning February 15, | Percentage | |||||||||||||||||
| 2028 | 103.750% | 2029 | 103.938% | |||||||||||||||||
| 2029 | 101.875% | 2030 | 101.969% | |||||||||||||||||
| 2030 and thereafter | 100.000% | 2031 and thereafter | 100.000% | |||||||||||||||||
The indenture governing the Notes contains restrictive covenants limiting the ability of the Company and its restricted subsidiaries (as defined in the indenture) to, among other things: (i) incur additional indebtedness or issue certain disqualified equity; (ii) create liens on certain assets; (iii) pay dividends or make other equity distributions; (iv) purchase or redeem capital stock; (v) make certain investments; (vi) sell certain assets; (vii) agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the Company; (viii) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; or (ix) engage in transactions with affiliates. In addition, the indenture contains customary events of default.
2029 Notes - On December 21, 2023, CVR Energy completed the issuance of $600 million in aggregate principal amount of 8.500% Senior Notes, due 2029 (the “2029 Notes”). Interest on the 2029 Notes is payable semi-annually in arrears on February 15 and August 15 each year, commencing on February 15, 2024. The 2029 Notes mature on January 15, 2029, unless earlier redeemed or purchased. The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of the Company’s Domestic Subsidiaries.
On or after January 15, 2026, we may on any one or more occasions, redeem all or part of the 2029 Notes at the redemption price set forth below expressed as a percentage of the principal amount of the respective note, plus accrued and unpaid interest to the applicable redemption date.
| 12-month period beginning January 15, | Percentage | |||||||
| 2026 | 104.250% | |||||||
| 2027 | 102.125% | |||||||
| 2028 | 100.000% | |||||||
The indenture governing the 2029 Notes contains restrictive covenants limiting the Company’s ability and the ability of the Company’s restricted subsidiaries (as defined in the indenture) to: (i) incur additional indebtedness or issue certain shares of capital stock; (ii) grant or permit to exist liens on certain assets to secure debt; (iii) pay dividends or make other equity distributions; (iv) purchase or redeem capital stock; (v) make certain investments; (vi) sell assets; (vii) agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans or other asset transfers to the Company; (viii) consolidate, merge, sell or otherwise dispose of all or substantially all assets; or (ix) engage in transactions with affiliates. The indenture also contains customary events of default.
On February 13, 2026, CVR Energy redeemed all of the outstanding 2029 Notes, at a redemption price equal to 104.250% of the principal amount, and settled accrued and unpaid interest of approximately $25 million through the date of redemption. As a result of this transaction, the Company will recognize a $28 million loss on extinguishment of debt in the first quarter of 2026, which consists of the call premium and write-off of unamortized deferred financing costs.
2028 Notes - On January 27, 2020, CVR Energy completed a private offering of $400 million aggregate principal amount of 5.750% Senior Unsecured Notes due 2028 (the “2028 Notes”). Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 each year, commencing on August 15, 2020. The 2028 Notes mature on February 15, 2028, unless earlier redeemed or repurchased by the issuers. The Notes are jointly and severally guaranteed on a senior unsecured basis by the wholly owned subsidiaries of CVR Energy with the exception of CVR Partners and its subsidiaries and certain immaterial wholly owned subsidiaries of CVR Energy.
We may on any one or more occasions, redeem all or part of the 2028 Notes at the redemption prices set forth below expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.
| 12-month period beginning February 15, | Percentage | |||||||
| 2025 | 100.958% | |||||||
| 2026 and thereafter | 100.000% | |||||||
The indenture governing the 2028 Notes imposes covenants that will, among other things, limit our ability and the ability of our restricted subsidiaries to: (i) incur additional indebtedness or issue certain disqualified equity; (ii) create liens on certain assets to secure debt; (iii) pay dividends or make other equity distributions; (iv) purchase or redeem capital stock; (v) make certain investments; (vi) sell assets; (vii) agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to us; (viii) consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; (ix) engage in transactions with affiliates; and (x) designate our restricted subsidiaries as unrestricted subsidiaries. In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least 25% of the 2028 Notes to cause, amongst other available remedies, the acceleration of the respective notes.
On February 17, 2026, CVR Energy redeemed $217 million of the outstanding 2028 Notes, at par, and settled accrued and unpaid interest of less than $1 million through the date of redemption. As a result of this transaction, the Company will recognize a less than $1 million loss on extinguishment of debt in the first quarter of 2026, which consists of the write-off of unamortized deferred financing costs.
Petroleum Segment
Term Loan - On December 19, 2024, certain of the Company’s subsidiaries (together, the “Term Loan Borrowers”) entered into a senior secured term loan facility in the amount of $325 million (the “Term Loan”), which was borrowed in full on the closing date, with net proceeds of $318 million after deducting the original issue discount, deferred financing costs, commitment and other fees. At the option of the Term Loan Borrowers, loans under the Term Loan bear interest at a variable rate based on SOFR plus 4.00% per annum, or an alternate base rate, plus 3.00%.
The Term Loan Borrowers are required to make scheduled quarterly principal amortization payments in an amount equal to 0.25% of the aggregate principal amount of the initial term loans, with a balance of the principal due on the scheduled maturity date of December 30, 2027. The Term Loan contains customary prepayment requirements, covenants and events of default.
The obligations under the Term Loan are guaranteed by the Term Loan Borrowers’ direct and indirect, existing and future, wholly owned domestic subsidiaries. The obligations under the Term Loan and the related guarantees are secured by a second priority lien on the collateral under the CVR Energy ABL (defined below), and a first priority lien over substantially all of the Term Loan Borrowers’ and each guarantor’s other assets, including all of the equity interests of any subsidiary held by the Term Loan Borrowers or any guarantor and certain real property owned by the Term Loan Borrowers and the guarantors in each case subject to certain customary exceptions.
On June 30, 2025, the Term Loan Borrowers prepaid $70 million in principal, in addition to required principal and interest payments as set forth in the Term Loan. On July 25, 2025 and December 31, 2025, the Term Loan Borrowers prepaid an additional $20 million and $75 million, respectively, in principal of the Term Loan, plus any accrued and unpaid interest to the respective repayment dates. As a result of these transactions, the Company recognized in Interest expense, net a loss on extinguishment of debt of approximately $3 million for the year ended December 31, 2025 related to the write-off of unamortized discount and deferred financing costs.
On February 12, 2026, the Term Loan Borrowers repaid the aggregate principal balance of the Term Loan and settled accrued interest of approximately $1 million through the date of repayment. As a result of this transaction, the Company will recognize a $3 million loss on extinguishment of debt in the first quarter of 2026, which consists of the write-off of unamortized discount and deferred financing costs.
CVR Energy ABL - Certain subsidiaries of the Company (the “Credit Parties”) are parties to that certain Amended and Restated ABL Credit Agreement, dated December 20, 2012, as heretofore amended (as amended, the “CVR Energy ABL”) with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”). The CVR Energy ABL is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $275 million with a $125 million incremental facility, which is subject to additional lender commitments and certain other conditions. The CVR Energy ABL provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of $30 million for swingline loans and $60 million (or $100 million if increased by the Agent) for letters of credit. The proceeds of the loans may be used for capital expenditures, working capital and general corporate purposes of the Credit Parties and their subsidiaries. The CVR Energy ABL is scheduled to mature on June 30, 2027.
Loans under the CVR Energy ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.50% plus the Term SOFR or (b) 0.50% plus a base rate, if the Credit Parties’ quarterly excess availability is greater than 50%, and (ii) (a) 1.75% plus the Term SOFR or (b) 0.75% plus a base rate, otherwise. All borrowings under the CVR Energy ABL are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. The Credit Parties must also pay a commitment fee on the unutilized commitments and pay customary letter of credit fees.
The CVR Energy ABL contains customary covenants for a financing of this type and requires the Credit Parties in certain circumstances to comply with a minimum fixed charge coverage ratio test, and contains other customary restrictive covenants that limit the Credit Parties’ ability and the ability of their subsidiaries to, among other things, incur liens, engage in a consolidation, merger and purchase or sale of assets, pay dividends, incur indebtedness, make advances, investment and loans, enter into affiliate transactions, issue equity interests, or create subsidiaries and unrestricted subsidiaries.
On September 26, 2023, the Credit Parties entered into Amendment No. 4 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012, with Wells Fargo, as administrative agent and collateral agent, to make certain administrative updates thereto. On September 25, 2024, certain subsidiaries of the Company entered into an Incremental Commitment Agreement, as permitted under the CVR Energy ABL, for an amount of $70 million, which increased the total aggregate principal amount available under the CVR Energy ABL from $275 million to $345 million.
On February 12, 2026, the Credit Parties entered into Amendment No. 5 to the Amended and Restated ABL Credit Agreement, dated December 20, 2012, with a group of lenders and the Agent, to, among other things, (i) increase the commitments under the facility from $345 million to $550 million, which commitments may be further increased up to $700 million in accordance with the Amended and Restated ABL Credit Agreement, (ii) extend the maturity date of the facility from June 30, 2027 to February 12, 2031, and (iii) make certain amendments to the borrowing base calculation and negative covenants. The foregoing description does not purport to be complete and is qualified in its entirety by its terms, which is furnished as an exhibit to this Report.
Nitrogen Fertilizer Segment
2028 UAN Notes - On June 23, 2021, CVR Partners and CVR Nitrogen Finance Corporation (“Finance Co.” and collectively, the “Issuers”), completed a private offering of $550 million aggregate principal amount of 6.125% Senior Secured Notes due 2028 (the “2028 UAN Notes”). Interest on the 2028 UAN Notes is payable semi-annually in arrears on June 15 and December 15 each year, commencing on December 15, 2021. The 2028 UAN Notes mature on June 15, 2028, unless earlier redeemed or repurchased by the Issuers. The 2028 UAN Notes are jointly and severally guaranteed on a senior secured basis by all the existing domestic subsidiaries of CVR Partners, excluding Finance Co.
The Issuers may, at their option, at any time and from time to time prior to June 15, 2024, on any one or more occasions, redeem all or part of the 2028 UAN Notes, at a price equal to 100% of the principal amount plus a “make whole” premium, plus accrued and unpaid interest. On or after June 15, 2024, the Issuers may, on any one or more occasions, redeem all or part of the 2028 UAN Notes at the redemption prices set forth below, expressed as a percentage of the principal amount of the respective notes, plus accrued and unpaid interest to the applicable redemption date.
| 12-month period beginning June 15, | Percentage | |||||||
| 2025 | 101.531% | |||||||
| 2026 and thereafter | 100.000% | |||||||
The 2028 UAN Notes contain customary covenants for a financing of this type that, among other things, restricts CVR Partners’ ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase CVR Partners’ units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue disqualified stock; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from CVR Partners’ restricted subsidiaries to CVR Partners; (vii) consolidate, merge or transfer all or substantially all of CVR Partners’ assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. The 2028 UAN Notes contains a permitted investment activity carveout that allows for the transfer of certain carbon capture assets to a joint venture for the purpose of monetizing potential tax credits. In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least 25% of the 2028 UAN Notes to cause the acceleration of the 2028 UAN Notes, in addition to the pursuit of other available remedies.
CVR Partners ABL - On September 26, 2023, CVR Partners and certain of its subsidiaries entered into Amendment No. 1 to the Credit Agreement (the “CVR Partners ABL Amendment”) with Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as administrative agent, collateral agent and a lender. The CVR Partners ABL Amendment amended that certain Credit Agreement, dated as of September 30, 2021 (as amended, the “CVR Partners ABL”), by and among the credit parties thereto and Wells Fargo, as administrative agent, collateral agent and a lender, to, among other things, (i) increase the aggregate principal amount available under the credit facility by an additional $15 million to a total of $50 million in the aggregate, with an incremental facility of an additional $15 million in the aggregate subject to additional lender commitments and certain other conditions, and (ii) extend the maturity date by an additional four years to September 26, 2028. The CVR Partners ABL provides for loans and letters of credit, subject to meeting certain borrowing base conditions, with sub-limits of $4 million for swingline loans and $10 million for letters of credit. The proceeds of the loans may be used for general corporate purposes of CVR Partners and its subsidiaries. The foregoing description of the CVR Partners ABL Amendment does not purport to be complete and is qualified in its entirety by its terms, which is furnished as an exhibit to this Report.
Loans under the CVR Partners ABL bear interest at an annual rate equal to, at the option of the borrowers, (i) (a) 1.615% plus the daily simple Secured Overnight Financing Rate (“SOFR”) or (b) 0.615% plus a base rate, if our quarterly excess availability is greater than or equal to 75%, (ii) (a) 1.865% plus SOFR or (b) 0.865% plus a base rate, if our quarterly excess availability is greater than or equal to 50% but less than 75%, or (iii) (a) 2.115% plus SOFR or (b) 1.115% plus a base rate, otherwise. The borrowers must also pay a commitment fee on the unutilized commitments and also pay customary letter of credit fees.
The CVR Partners ABL contains customary covenants for a financing of this type and requires CVR Partners in certain circumstances to comply with a minimum fixed charge coverage ratio test and contains other restrictive covenants that limit the ability of CVR Partners and its subsidiaries ability to, among other things, incur liens, engage in a consolidation, merger, purchase or sale of assets, pay dividends, incur indebtedness, make advances, investments and loans, enter into affiliate transactions, issue certain equity interests, create subsidiaries and unrestricted subsidiaries, and create certain restrictions on the ability to make distributions, loans, and asset transfers among CVR Partners or its subsidiaries.
Covenant Compliance
The Company and its subsidiaries, as applicable, were in compliance with all covenants of their debt instruments as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 19, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.