Icahn Enterprises Amends CVR Energy Stake Filing

TL;DR

Icahn Enterprises filed an update on their CVR Energy holdings. Still a big player.

AI Summary

On December 6, 2024, Icahn Enterprises L.P. filed an amendment to its Schedule 13D/A concerning CVR Energy Inc. The filing indicates a change in beneficial ownership, with Icahn Enterprises L.P. and its related entities, including Carl C. Icahn, maintaining significant stakes in the petroleum refining company. The filing does not specify a dollar amount for the change but denotes a shift in reporting status.

Why It Matters

This filing updates the market on the ownership structure and potential influence of a major shareholder, Carl Icahn, over CVR Energy, a key player in the petroleum refining industry.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings by significant investors like Icahn can signal potential strategic shifts or activism, impacting the company's stock price and future direction.

Key Players & Entities

• Icahn Enterprises L.P. (company) — Filer of the Schedule 13D/A
• CVR Energy Inc. (company) — Subject company of the filing
• Carl C. Icahn (person) — Key individual associated with Icahn Enterprises
• 20241206 (date) — Date of the filing

FAQ

Key Financial Figures

• $0.01 — s (Offerors)) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $18.25 — rporation (the "Company") at a price of $18.25 per share, net to the seller in cash, w

Filing Documents

• tm2429962-1_sctot.htm (SC TO-T) — 240KB
• tm2429962d1_exha-1a.htm (EX-99.(A)(1)(A)) — 446KB
• tm2429962d1_exha-1b.htm (EX-99.(A)(1)(B)) — 133KB
• tm2429962d1_exha-1c.htm (EX-99.(A)(1)(C)) — 26KB
• tm2429962d1_exha-1d.htm (EX-99.(A)(1)(D)) — 14KB
• tm2429962d1_exha-1e.htm (EX-99.(A)(1)(E)) — 43KB
• tm2429962d2_ex99-a1f.htm (EX-99.(A)(1)(F)) — 15KB
• tm2429962d2_ex99-a1g.htm (EX-99.(A)(1)(G)) — 18KB
• tm2429962d2_ex99-a5.htm (EX-99.(A)(5)) — 7KB
• tm2429962d2_ex99-d1.htm (EX-99.(D)(1)) — 104KB
• tm2429962d2_ex99-d2.htm (EX-99.(D)(2)) — 46KB
• tm2429962d1_ex-filingfees.htm (EX-FILING FEES) — 11KB
• lg_eqdfking-4c.jpg (GRAPHIC) — 6KB
• px_form1-bwlr.jpg (GRAPHIC) — 308KB
• px_form2-bwlr.jpg (GRAPHIC) — 438KB
• px_form3-bwlr.jpg (GRAPHIC) — 372KB
• px_form4-bwlr.jpg (GRAPHIC) — 371KB
• px_form5-bwlr.jpg (GRAPHIC) — 292KB
• px_form6-bwlr.jpg (GRAPHIC) — 169KB
• 0001104659-24-126116.txt ( ) — 3898KB
• tm2429962d1_ex-filingfees_htm.xml (XML) — 3KB

Summary Term Sheet

Item 1. Summary Term Sheet. The information set forth in the "Summary Term Sheet" of the Offer to Purchase is incorporated herein by reference.

Subject Company Information

Item 2. Subject Company Information. (a) The name of the subject company and issuer is CVR Energy, Inc., a Delaware corporation. The address of the Company's principal executive offices is 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479, and its telephone number is ( 281 ) 207-3200. (b) As provided by the Company, as of December 2, 2024, the Company had approximately 100,530,599 outstanding shares of common stock, which are listed on the New York Stock Exchange under the symbol "CVI." The information set forth in the "Summary Term Sheet" is incorporated herein by reference. (c) The information set forth in the "Summary Term Sheet" and Section 7—"Price Range of the Shares; Dividends" of the Offer to Purchase is incorporated herein by reference.

Identity and Background of Filing Persons

Item 3. Identity and Background of Filing Persons. (a)–(c) This Schedule TO is filed by Icahn Enterprises, Icahn Enterprises L.P., Icahn Enterprises G.P. Inc., IEP Energy Holding LLC, American Entertainment Properties Corp., Beckton Corp., and Carl C. Icahn (collectively, the "Filing Persons"). The information set forth in Section 15—"Certain Information Concerning Icahn Enterprises," and Schedule A to the Offer to Purchase is incorporated herein by reference.

Terms of the Transaction

Item 4. Terms of the Transaction. (a) Icahn Enterprises seeks to purchase up to 17,753,322 shares of the Company's common stock at a price of $18.25 per share, net to the seller in cash, without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase. The information set forth in the "Summary Term Sheet," "Introduction," Section 1—"Terms of the Offer," Section 2—"Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans," Section 3—"Procedures for Tendering 8 Shares," Section 4—"Withdrawal Rights," Section 5—"Purchase of Shares and Payment of Purchase Price," Section 6—"Conditions of the Tender Offer," Section 8—"Source and Amount of Funds," Section 10—"Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," Section 11—"Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act," Section 13—"Certain Material U.S. Federal Income Tax Consequences of the Offer to U.S. Holders," and Section 14—"Extension of the Tender Offer; Termination; Amendment" of the Offer to Purchase is incorporated herein by reference.

Past Contacts, Transactions, Negotiations and Agreements

Item 5. Past Contacts, Transactions, Negotiations and Agreements. (a)–(b) The information set forth in the Introduction, "Summary Term Sheet," Section 2— "Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans," Section 9—"Information About the Company," Section 10—"Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," Section 15—"Certain Information Concerning Icahn Enterprises," and Section 16—"Background to the Offer; Contacts" of the Offer to Purchase is incorporated herein by reference.

Purposes of the Transaction and Plans or Proposals

Item 6. Purposes of the Transaction and Plans or Proposals. (a)–(c) The information set forth in the "Summary Term Sheet," Section 2—"Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans," Section 10—"Interests of Directors and Executive Officers Transaction and Arrangements Concerning the Shares," Section 11—"Effects of the Tender Offer on the Market for Shares, Registration under the Exchange Act," Section 15—"Certain Information Concerning Icahn Enterprises," and Section 16—"Background to the Offer; Contacts" of the Offer to Purchase is incorporated herein by reference.

Source and Amount of Funds or Other Consideration

Item 7. Source and Amount of Funds or Other Consideration. (a)–(b), (d) The information set forth in the "Summary Term Sheet" and Section 8—"Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference.

Interest in Securities of the Subject Company

Item 8. Interest in Securities of the Subject Company. (a)–(b) The information set forth in Section 9—"Information About the Company," Section 10— "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," Section 15—"Certain Information Concerning Icahn Enterprises," and Section 16—"Background to the Offer; Contacts" of the Offer to Purchase is incorporated herein by reference.

Persons/Assets Retained, Employed, Compensated or Used

Item 9. Persons/Assets Retained, Employed, Compensated or Used. (a) The information set forth in Section 17—"Fees and Expenses" of the Offer to Purchase is incorporated herein by reference.

Financial Statements

Item 10. Financial Statements. (a)–(b) Not material.

Additional Information

Item 11. Additional Information. (a) (1) The information set forth in Section 2—"Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans," Section 6—"Conditions of the Tender Offer," Section 9—"Information About the Company," Section 15—"Certain Information About Icahn Enterprises," and Section 16—"Background of the Offer; Contacts" of the Offer to Purchase is incorporated herein by reference. (2) The information set forth in Section 12—"Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (3) The information set forth in Section 12—"Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. 9 (4) None. (5) None. (c) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Company will amend this Schedule TO to include documents that the Company may file with the Securities and Exchange Commission ("SEC") after the date of the Offer to Purchase pursuant to Section 13(a), 13(c) or 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and prior to the expiration of the offer to purchase the shares to the extent required by Rule 14d-3 promulgated under the Exchange Act. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.

Exhibits

Item 12. Exhibits. Exhibit Description (a)(1)(A)* Offer to Purchase, dated December 6, 2024. (a)(1)(B)* Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). (a)(1)(C)* Form of Notice of Guaranteed Delivery. (a)(1)(D)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(E)* Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(F)* Press release issued by Icahn Enterprises L.P., dated December 6, 2024. (a)(1)(G)* Summary Advertisement published in the New York Times on December 6, 2024. (a)(5)* Letter dated November 8, 2024 to the Board of Directors of the Company. (b) Not applicable. (d)(1)* Tender Offer Agreement (the "Tender Offer Agreement") by and between Icahn Enterprises Holdings and the Company, dated December 6, 2024. (d)(2)* Form of Tax Allocation Agreement by and among American Entertainment Properties Corp., the Company and certain subsidiaries of the Company (included as Exhibit B to the Tender Offer Agreement, filed herewith as Exhibit (d)(1)). (g) Not applicable. (h) Not applicable. 107* Filing Fee Table * Filed herewith

Information Required by Schedule 13E-3

Item 13. Information Required by Schedule 13E-3. Not applicable. 10

SIGNATURES

SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ICAHN ENTERPRISES HOLDINGS L.P. BY: Icahn Enterprises G.P. Inc., its general partner By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer and Secretary ICAHN ENTERPRISES L.P. BY: Icahn Enterprises G.P. Inc., its general partner By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer and Secretary ICAHN ENTERPRISES G.P. INC. By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer and Secretary IEP ENERGY HOLDING LLC By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer and Secretary AMERICAN ENTERTAINMENT PROPERTIES CORP. By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer, Treasurer and Secretary BECKTON CORP. By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Vice President /s/ CARL C. ICAHN Name: Carl C. Icahn Dated: December 6, 2024 11

View Full Filing

View this SC 13D/A filing on SEC EDGAR