6 6 6 6 6 Separating Refining and Fertilizer at this time is not an optimal strategy Tax-free separation is complex and requires corporate holding company for UAN units (UAN Holdco) UAN Holdco would pay cash taxes on UAN distributions received, with an effective tax rate in excess of 40% Separation is time consuming and exposes shareholders to more market risk May require refinancing of existing CVR Energy’s debt at significant premiums over par A Fertilizer separation has significant structural, execution and valuation risks compared with our plan Structural and execution risks Valuation risks UAN Holdco’s valuation would be subject to significant uncertainty – No true comparable companies – UAN’s variable distribution policy makes valuation inherently more volatile than other corporate GP holding companies – Unlike other corporate GP holding companies, there are no incentive distribution rights associated with CVR Energy’s GP interest and no associated incremental cash flows CVR Energy and its shareholders would receive no cash proceeds today and forego future cash and appreciation from UAN distributions and unit sales – Potential impact on financial flexibility, ratings and cost of debt at CVR Energy To create value for shareholders, post-spin entities must trade at multiples above current levels and closest peers |