Icahn Enterprises L.P. (NASDAQ: IEP) ("IEP"), and Icahn Enterprises Holdings L.P. ("IEH"), announced the commencement of a cash tender offer for up to 17,753,322 shares of CVR Energy, Inc.'s (NYSE: CVI) ("CVR Energy") common stock, par value $0.01 per share, at a price per share of $18.25, representing a premium of approximately 10.5% to the closing price of $16.52 per share on November 7, 2024, the last full trading day completed prior to the receipt and public disclosure of a letter IEP sent to the CVR Energy Board of Directors (the "Board") proposing a potential tender offer. IEH is the beneficial owner of approximately 66% of the outstanding shares of CVR Energy common stock and, if the tender offer is fully or over-subscribed, would become the beneficial owner of approximately 84% of the outstanding shares of CVR Energy common stock.
The tender offer is scheduled to expire at one minute after 11:59 P.M., New York City time, on January 6, 2025, unless the offer is extended.
The full terms and condition of the tender offer are discussed in the Offer to Purchase, dated December 6, 2024 (the "Offer to Purchase"), and the associated Letter of Transmittal and other materials relating to the tender offer that are being filed today with the Securities and Exchange Commission (the "SEC") and are being distributed to CVR Energy's stockholders.
Stockholders will receive the purchase price in the tender offer in cash, less any applicable tax withholding and without interest, for shares properly tendered and not properly withdrawn prior to the expiration time, subject to the conditions of the tender offer. If more than 17,753,322 shares of CVR Energy common stock are properly tendered, IEH will purchase an aggregate of 17,753,322 shares from the stockholders of CVR Energy on a pro rata basis based upon the number of shares validly tendered and not properly withdrawn by each tendering stockholder as of the expiration time.
The tender offer is not contingent upon obtaining any financing. However, the tender offer is subject to a number of other terms and conditions, which are specified in the Offer to Purchase.
In connection with the tender offer, IEP, IEH and certain of its affiliates have entered into a Tender Offer Agreement, pursuant to which IEH has agreed to commence the tender offer on the terms described herein and in the Offer to Purchase, and the Special Committee – Strategic of CVR Energy, which is comprised of independent directors of CVR Energy who are not affiliated with IEP or IEH, acting upon the express delegation of authority by the CVR Energy Board of Directors, has unanimously determined to express no opinion and remain neutral with respect to the Offer.
The Tender Offer Agreement also provides that, upon the consummation of the tender offer, unless approved by (A) the Special Committee – Strategic or (B) an independent and disinterested special committee of the CVR Energy Board of Directors, for so long as (i) IEH or any of its affiliates beneficially own, in the aggregate, in excess of 50% of the outstanding shares of common stock of CVR Energy, (ii) such shares are registered under Section 12 of the Exchange Act and (iii) any such shares are beneficially owned by a stockholder other than IEH or its affiliates, then IEH and its affiliates shall not take any action, directly or indirectly, to cause: (1) the shares of common stock of CVR Energy to cease to be listed on the New York Stock Exchange ("NYSE"); (2) the shares of common stock of CVR Energy to be deregistered under Section 12 of the Exchange Act; (3) CVR Energy to cease filing reports with the SEC required by Sections 13 and/or 15(d) of the Exchange Act; or (4) CVR Energy to cease to maintain an audit committee comprising at least two directors who are not affiliated with the Icahn Enterprises and are otherwise "independent" within the meaning of Rule 10A-3 under the Exchange Act and applicable rules and regulations of NYSE; (5) the entry into by IEP or IEH an agreement to effect, or consummate, any transaction to acquire all of the outstanding shares; or (6) the entry into by IEP or IEH an agreement to effect, or consummate, any increase in its beneficial ownership percentage in CVR Energy above 84% of all outstanding shares, other than as a result of (i) a repurchase, redemption, retirement, cancellation, or other similar action with respect to the shares of Common Stock by CVR Energy or (ii) participation in a securities offering by CVR Energy that is offered to all stockholders of CVR Energy on the same terms.
Neither CVR Energy, the Special Committee - Strategic of its Board, IEP or IEH or their affiliates, the information agent nor the depositary and paying agent, are making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender. In doing so, stockholders should read carefully the information in the Offer to Purchase and the other offer documents.
