8-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________

Date of Report (Date of earliest event reported): April 29, 2016

CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation)
001-35120
(Commission File Number)
56-2677689
(I.R.S. Employer
Identification Number)
 
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479  
(Address of principal executive offices, including zip code)
 

Registrant’s telephone number, including area code: (281) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01    Other Events.

On April 29, 2016, CVR Partners, LP (“CVR Partners”) announced that its subsidiary, East Dubuque Nitrogen Partners, L.P. (f/k/a Rentech Nitrogen Partners, L.P.) (the “Company”) has commenced a cash tender offer and consent solicitation (the “Tender Offer”) for its 6.500% Second Lien Senior Secured Notes due 2021 issued by the Company and East Dubuque Finance Corporation (f/k/a Rentech Nitrogen Finance Corporation). The Tender Offer will expire at 5:00 p.m., New York City time on May 27, 2016, unless extended or earlier terminated by the Company in its sole discretion. Concurrently with, but separate from the Tender Offer, the Company announced an offer to purchase for cash any and all of its Outstanding Notes (together with the Tender Offer, the “Offers”).

A copy of the press release announcing the Offers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.
Exhibit Number
Description
99.1
Press release dated April 29, 2016






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 2, 2016
CVR Partners, LP
By: CVR GP, LLC, its general partner
 
 
By:
/s/ Susan M. Ball
 
Susan M. Ball
 
Chief Financial Officer and Treasurer






INDEX TO EXHIBITS
Exhibit Number
Description
99.1
Press release dated April 29, 2016