Icahn Discloses Stake in CVR Partners, LP

TL;DR

**ICAHN TAKES STAKE IN CVR PARTNERS, LP**

AI Summary

On March 18, 2024, Carl C. Icahn, through various entities including Icahn Enterprises L.P., filed a Schedule 13D indicating a change in beneficial ownership of CVR Partners, LP. The filing does not specify a dollar amount or a precise percentage of shares held, but it signifies a significant stake and potential influence over the company.

Why It Matters

This filing signals Carl Icahn's increased interest or a change in his investment strategy regarding CVR Partners, LP, which could lead to activist shareholder actions or strategic shifts within the company.

Risk Assessment

Risk Level: medium — Carl Icahn is a known activist investor, and his filings often precede significant corporate actions or changes in strategy, introducing uncertainty for other investors.

Key Players & Entities

• Carl C. Icahn (person) — Filer and beneficial owner
• Icahn Enterprises L.P. (company) — Filing entity and affiliate of Carl C. Icahn
• CVR Partners, LP (company) — Subject company
• 20240318 (date) — Filing date

FAQ

Filing Documents

• tm249135d1_sc13d.htm (SC 13D) — 176KB
• tm249135d1_ex-1.htm (EX-99.1) — 42KB
• 0001104659-24-035665.txt ( ) — 220KB

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) CO CUSIP No. 126633205 1 Names of reporting persons CVR Energy Holdings, Inc. 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) OO 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) CO CUSIP No. 126633205 1 Names of reporting persons CVR Services, LLC 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) OO 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) OO CUSIP No. 126633205 1 Names of reporting persons IEP Energy Holding LLC 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) OO 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) CO CUSIP No. 126633205 1 Names of reporting persons American Entertainment Properties Corp. 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) OO 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) CO CUSIP No. 126633205 1 Names of reporting persons Icahn Enterprises Holdings L.P. 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) WC 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) PN CUSIP No. 126633205 1 Names of reporting persons Icahn Enterprises G.P. Inc. 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) OO 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) CO CUSIP No. 126633205 1 Names of reporting persons Beckton Corp. 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) OO 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization Delaware Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) CO CUSIP No. 126633205 1 Names of reporting persons Carl C. Icahn 2 Check the appropriate box if a member of a group (see instructions) (a) (b) 3 SEC use only 4 Source of funds (see instructions) OO 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) 6 Citizenship or place of organization United States of America Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 3,892,000 9 Sole dispositive power 0 10 Shared dispositive power 3,892,000 11 Aggregate amount beneficially owned by each reporting person 3,892,000 12 Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) 13 Percent of class represented by amount in Row (11) 36.8% 14 Type of reporting person (see instructions) IN SCHEDULE 13D

Security and Issuer

Item 1. Security and Issuer This statement relates to the common units representing limited partner interests (the “Common Units”) of CVR Partners, LP, a Delaware limited partnership (the “Issuer”). The address of the principal executive offices of the Issuer is 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479.

Identity and Background

Item 2. Identity and Background The persons filing this statement are CVR Energy, Inc., a Delaware corporation (“CVI”), CVR Energy Holdings, Inc., a Delaware corporation (“CVR Energy Holdings”), CVR Services, LLC, a Delaware limited liability company (“CVR Services”), IEP Energy Holding LLC (“Energy Holding”), American Entertainment Properties Corp. (“AEP”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”) and Carl C. Icahn, a citizen of the United States of America (collectively, the “Reporting Persons”). The principal business address of each of (i) CVI, CVR Energy Holdings and CVR Services is 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479, (ii) Energy Holding, AEP, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160, and (iii) Mr. Icahn is c/o Icahn Associates Holding LLC, 16690 Collins Avenue, PH-1, Sunny Isles Beach, FL 33160. CVR Services is a direct, wholly owned subsidiary of CVR Energy Holdings, which is a direct, wholly owned subsidiary of CVI. CVR Services directly owns (i) 100% of the membership interest in the Issuer’s general partner, CVR GP, LLC (“CVR GP”), which holds a non-economic general partner interest in the Issuer, and (ii) approximately 36.8% of the Issuer’s outstanding Common Units. Icahn Enterprises Holdings is the sole stockholder of AEP, which is the sole member of Energy Holding, which together hold approximately 66% of the outstanding common stock of CVI. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Report

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration CVI and its affiliates received limited partner interests in the Issuer in the form of special units in connection with the Issuer’s formation in exchange for the contribution of assets and liabilities to the Issuer in October of 2007. The special units converted into Common Units at the time of the Issuer’s initial public offering in April of 2011.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons continuously evaluate their investment in the Issuer and its subsidiaries and, depending on various factors including, but not limited to, the price of the Common Units or equity interests of the applicable subsidiaries, the terms and conditions of available transactions, prevailing market conditions and such other considerations as the Reporting Persons deem relevant may, at any time or from time to time, and subject to any required regulatory approvals, acquire or dispose of additional Common Units and/or other equity, debt, notes, instruments or other securities of the Issuer and/or its subsidiaries on the open market, in privately negotiated transactions, directly from or to the Issuer, upon the exercise or conversion of securities convertible into or exercisable or exchangeable for other securities or otherwise. Representatives of the Reporting Persons discuss from time to time with the Issuer’s and/or its subsidiaries’ management, directors, stockholders and other parties, the Issuer’s and its subsidiaries’ performance, business, strategic direction, capital structure, prospects and management, as well as other ways of maximizing stockholder value, which may include extraordinary transactions. In addition, the Reporting Persons consider from time to time, and currently are considering, strategic options involving the Issuer, which may include the acquisition of some or all of the outstanding publicly held Common Units of the Issuer by the Reporting Persons or other affiliated entities, the sale of the Issuer or the Reporting Persons’ interest therein, or other transactions. Any such acquisition, sale or transaction could be effectuated through open market purchases, tender or exchange offers, exercise of the limited call right contained in the Issuer’s limited partnership agreement (as amended, the “Partnership Agreement”), value-enhancing partnerships, neg

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 3,892,000 Common Units, representing approximately 36.8% of the Issuer’s outstanding Common Units (based upon the 10,569,637 Common Units stated to be outstanding by the Issuer in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “Commission”) on February 21, 2024). (b) For purposes of this Schedule 13D: CVR Services may be deemed to have sole voting power and sole dispositive power with regard to 3,892,000 Common Units. Each of the other Reporting Persons may be deemed to have shared voting power and shared dispositive power with regard to the number of Common Units listed on the applicable cover page for such Reporting Person in this Schedule 13D. Each of CVI, CVR Energy Holdings, Energy Holding, AEP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckon and Mr. Icahn, by virtue of their relationship to CVR Services, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Units directly beneficially owned by CVR Services. Each of CVI, CVR Energy Holdings, Energy Holding, AEP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckon and Mr. Icahn disclaims beneficial ownership of such Common Units for all other purposes. (c) None of the Reporting Persons nor, to the Reporting Persons’ knowledge, any Covered Individual has effected any transactions with respect to Common Units during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Units beneficially owned by any of the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationship

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer The disclosure set forth above in Item 4 of this Schedule 13D is incorporated herein by reference to this Item 6. Partnership Agreement The Issuer’s operations and activities are managed by its general partner, CVR GP, pursuant to the Partnership Agreement. CVR GP’s sole member, CVR Services, is an indirect wholly owned subsidiary of CVI. As such, the Reporting Persons may be deemed to control CVR GP and have the power to elect all of the members of its board of directors. Directors of CVR GP will be indemnified by the Issuer in connection with such service pursuant to a customary form of indemnification agreement (the “Indemnification Agreement”) (a copy of which is filed herewith as an exhibit and incorporated herein by reference), and the Partnership Agreement (a copy of which is filed herewith as an exhibit and incorporated herein by reference). Issuance of Additional Units The Partnership Agreement authorizes the Issuer to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by CVR GP without the approval of the unitholders. Limited Call Right Pursuant to the Partnership Agreement, if at any time CVR GP and its affiliates (including the Reporting Persons) own more than 80% of the Common Units, CVR GP will have the right, which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the Common Units held by public common unitholders at a price not less than their then-current market price, as calculated pursuant to the terms of the Partnership Agreement. CVR GP is not obligated to obtain a fairness opinion regarding the value of the Common Units to be repurchased by it upon exercise of the call right. There is no restriction in the Partnership Agreement that prevents CVR GP from issuing additi

View Full Filing

View this SC 13D filing on SEC EDGAR