Creation of A Leading Nitrogen Fertilizer MLP Announcing the Merger of CVR Partners and Rentech Nitrogen Partners August 10, 2015
Presenters John Jack Lipinski Mark A. Pytosh Keith B. Forman Executive Chairman Chief Executive Officer & President Chief Executive Officer CVR Partners, LP CVR Partners, LP Rentech Nitrogen Partners, L.P. 3
Combination Overview Consideration CVR Partners (UAN) to acquire all units of Rentech Nitrogen Partners (RNF) through merger, which excludes Pasadena: - 1.04 units of UAN and 2.57 in cash for each unit of RNF (1) - 81% units / 19% cash…
Combination Highlights A leading North American nitrogen fertilizer producer Over 1.6Bn pro forma enterprise value (1) 1.9MM annual sellable tons of nitrogen products (2) Strong margins relative to peers Both sets of…
A Leading North American Nitrogen Fertilizer Producer North American Nitrogen Fertilizer Production Capacity (1) (MM Short Tons) 13.0 10.2 5.4 4.5 2.8 2.3 1.5 1.3 1.1 0.4 (2) (3) (4) CF Potash Agrium Koch UAN /…
Strong Margins 2014 Gross Margin per Ton (1) ( / Ton) 200 186 184 150 142 141 133 128 100 50 0 (2) (3) Rentech Nitrogen Potash CVR Partners Agrium CF Yara Source: Company Filings 1. Based on total fertilizer…
Diversification for Unitholders of Both MLPs Well-positioned to capitalize on favorable North American nitrogen industry fundamentals Eliminates single facility risk for both partnerships (1) Coffeyville, KS Facility East Dubuque,…
Combines Complementary Strengths in Nitrogen Bringing the two companies together will enhance the execution of their respective strategies Compelling logic for combination has been in place since both MLPs went public in 2011 Value…
Attractive Market Position Attractive Location for Nitrogen Fertilizer Plants Benefits of Location Coffeyville Facility, KS Strategic location in the Southern Plains Located on Union Pacific mainline Transportation cost advantage…
Well-Structured, Fairly Timed Transaction High degree of correlation in RNF and UAN unit prices over time At-market ownership split in-line with average relationship Combination exchange ratio delivers 64/36 ownership split; RNF…
Attractive Valuation for RNF Unitholders Offer value (excluding Pasadena) of 13.69 as of August 7 or 15.47 based on last 30-day VWAP (MM, except unit price) (1) Based on Latest Closing Prices Based on VWAP of the Last 30 Days B UAN…
Significant Value Creation for Both Sets of Unitholders The transaction is expected to be double-digit accretive to UAN unitholders before synergies 217MM of 2015E pro forma EBITDA (1) Expected synergies would further enhance…
Strong Combined Financial Profile Over 1.6Bn pro forma Enterprise Value Selected Balance Sheet Statistics (as of March 31, 2015) (MM) UAN RNF Combined (2)(3) 2015E EBITDA (1) 113 103 217 (4) Cash and Cash Equivalents 73 32…
Pasadena: RNF Unitholders to Retain Value Pasadena Process Overview Asset Map RNF unitholders to retain value of Pasadena facility by either: Selling Pasadena prior to closing and receiving proceeds; or Receiving interests in…
Conclusion A leading North American nitrogen fertilizer producer Over 1.6Bn pro forma enterprise value (1) 1.9MM annual sellable tons of nitrogen products (2) Strong margins relative to peers Both sets of unitholders…
Next Steps Merger Agreement signed on August 9, 2015 Rentech Nitrogen to immediately launch process to sell or spin Pasadena Regulatory approvals Approval by Rentech Nitrogen unitholders Pasadena sale or spin closing (before…
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