| Security Type | Security Class Title (1) | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| | | | | | N/A | $ | | $ | — | — | — | — |
| | | | | — | — | — | — | — | — | — | — | — |
| | | | | — | — | — | — | — | — | — | — | — |
| | | | | — | — | — | — | — | — | — | — | — |
| | | | | — | — | — | — | — | — | — | — | — |
| | | | | — | — | — | — | — | — | — | — | — |
| | | | — | — | — | — | — | — | — | — | — | |
| | | | | — | — | — | — | — | — | — | — | — |
| | | — | | — | — | $ | | $ | — | — | — | — |
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| Total Offering Amounts | $ | $ | ||||||||||
| Total Fees Previously Paid | | |||||||||||
| Total Fee Offsets | $ | |||||||||||
| Net Fee Due | $ | |||||||||||
| (1) | Any securities registered
hereunder may be sold separately, together or in units with other securities
registered hereunder. Separate consideration may or may not be received for any
securities issued upon the conversion, redemption, exchange, exercise or
settlement of any securities registered hereunder. |
|
(2)
|
This registration statement
registers 3,892,000 common units for resale by the selling unitholder named
herein. In the event of a unit split, unit distribution or similar transactions
involving the common units, the number of common units registered shall
automatically be adjusted to cover the additional common units issuable
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”).
|
|
(3)
|
Estimated solely for the
purpose of calculating the amount of the registration fee pursuant to Rule
457(c) under the Securities Act. The price per unit and aggregate offering
price are based on the average of the high and low price of CVR Partners, LP’s common
units on October 27, 2025, as reported on the New York Stock Exchange.
|
| (4) | If any debt securities are
issued at an original issue discount, then the offering price of such debt
securities shall be in such amount as shall result in an aggregate initial
offering price not to exceed $250,000,000, less the dollar amount of any registered
securities previously issued hereunder. |
| (5) | Pursuant to Rule 457(n)
under the Securities Act, no additional filing fee is payable in respect of the
guarantees registered hereunder. The guarantees will not trade separately from
the debt securities of which they are guarantees |
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |
| Newly Registered Securities | |||||||||||
| | |||||||||||
| | | | | | $ | | — | — | $ | — | |
| | | | | | $ | | Common Units representing limited partner interests | — | $ | ||
| | | | | — | — | — | — | $ | $ | ||
| (1) | Pursuant to Rule 457(p)
under the Securities Act, the registrant hereby applies $61,779.36 of the
registration fee previously paid in connection with the Registration Statement on
Form S-3 (File No. 333-266618), as filed by the registrant with the Securities
and Exchange Commission on August 8, 2022 (the “Prior Registration Statement”),
to offset the registration fees that are payable in connection with the
registration of securities on this registration statement. The registrant
previously registered the offer and sale of up to $250,000,000 of common units
representing limited partner interests, preferred units, rights, warrants,
partnership securities, debt securities and guarantees of debt securities (the
“2022 Primary Securities”) and 3,892,000 of common units representing limited
partner interests to be offered by CVR Services, LLC (the “2022 Secondary
Securities” and, together with the 2022 Primary Securities, the “Unsold
Securities”). A filing fee of $23,175.00 with respect to the 2022 Primary
Securities was paid in connection with the filing of the Prior Registration
Statement, and a filing fee of $38,664.36 with respect to the 2022 Secondary
Securities was paid in connection with the filing of the Prior Registration
Statement. No securities were sold under the Prior Registration Statement. Pursuant
to Rule 457(p) under the Securities Act, the registration fee applicable to the
$613,240,360 of securities proposed to be sold pursuant to this registration
statement, in the amount of $84,688.50, is offset by the unused $61,779.36
registration fee paid in connection with the Unsold Securities and the Prior
Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the
offering of the Unsold Securities under the Prior Registration Statement is
deemed terminated upon the filing of this registration statement. |