SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
CVR ENERGY, INC.
(Name of Subject Company (Issuer))
Icahn
Enterprises Holdings L.P.
Icahn Enterprises L.P.
Icahn Enterprises G.P. Inc.
IEP Energy Holding LLC
American Entertainment Properties Corp.
Beckton Corp.
Carl C. Icahn
(Name of Filing Persons (Offerors))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
12662P108
(CUSIP Number of Class of Securities)
Andrew Teno
President and Chief Executive Officer
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Jesse A. Lynn, Esq.
General Counsel
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
and
Joshua A. Apfelroth, Esq.
Louis E. Rambo, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036-8299
(212) 969-3438
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
x | third-party tender offer subject to Rule 14d-1. |
¨ | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
x | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure herein. Any representation to the contrary is a criminal offense.
CUSIP No. 12662P108 | ||
1 | NAME OF REPORTING PERSON | |
IEP Energy Holding LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨ | ||
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
Not applicable | ||
5 | CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
52,070,593 | ||
9 | SOLE DISPOSITIVE POWER | |
0 | ||
10 | SHARED DISPOSITIVE POWER | |
52,070,593 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
52,070,593 |
||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUSED CERTAIN SHARES | ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
51.8% | ||
14 | TYPE OF REPORTING PERSON | |
OO |
CUSIP No. 12662P108 | ||
1 | NAME OF REPORTING PERSON | |
American Entertainment Properties Corp. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨ | ||
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
Not applicable | ||
5 | CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
52,070,593 |
||
9 | SOLE DISPOSITIVE POWER | |
0 | ||
10 | SHARED DISPOSITIVE POWER | |
52,070,593 |
||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
52,070,593 |
||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUSED CERTAIN SHARES | ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
51.8% | ||
14 | TYPE OF REPORTING PERSON | |
CO |
CUSIP No. 12662P108 | ||
1 | NAME OF REPORTING PERSON | |
Icahn Enterprises Holdings L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨ | ||
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
Not applicable | ||
5 | CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
67,570,593 |
||
9 | SOLE DISPOSITIVE POWER | |
0 | ||
10 | SHARED DISPOSITIVE POWER | |
67,570,593 |
||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
67,570,593 |
||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUSED CERTAIN SHARES | ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
67.2% | ||
14 | TYPE OF REPORTING PERSON | |
PN |
CUSIP No. 12662P108 | ||
1 | NAME OF REPORTING PERSON | |
Icahn Enterprises G.P. Inc. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨ | ||
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
Not applicable | ||
5 | CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
67,570,593 |
||
9 | SOLE DISPOSITIVE POWER | |
0 | ||
10 | SHARED DISPOSITIVE POWER | |
67,570,593 |
||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
67,570,593 |
||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUSED CERTAIN SHARES | ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
67.2% | ||
14 | TYPE OF REPORTING PERSON | |
CO |
CUSIP No. 12662P108 | ||
1 | NAME OF REPORTING PERSON | |
Beckton Corp. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨ | ||
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
Not applicable | ||
5 | CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
67,570,593 |
||
9 | SOLE DISPOSITIVE POWER | |
0 | ||
10 | SHARED DISPOSITIVE POWER | |
67,570,593 |
||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
67,570,593 |
||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUSED CERTAIN SHARES | ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
67.2% | ||
14 | TYPE OF REPORTING PERSON | |
CO |
CUSIP No. 12662P108 | ||
1 | NAME OF REPORTING PERSON | |
Carl C. Icahn | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨ | ||
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
Not applicable | ||
5 | CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 | |
67,570,593 |
||
9 | SOLE DISPOSITIVE POWER | |
0 | ||
10 | SHARED DISPOSITIVE POWER | |
67,570,593 |
||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
67,570,593 |
||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUSED CERTAIN SHARES | ¨ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
67.2% | ||
14 | TYPE OF REPORTING PERSON | |
IN |
This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO filed by Icahn Enterprises Holdings L.P. a Delaware limited partnership (together with its direct and indirect subsidiaries, “Icahn Enterprises,” “we,” or “us”), 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”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 6, 2024, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Commission on December 18, 2024, as amended and supplemented by Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Commission on January 6, 2025 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) relating to an offer by Icahn Enterprises to purchase up to 17,753,322 shares of common stock, par value $0.01 per share (the “common stock”) of the Company 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, dated December 6, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except to the extent specifically provided in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
“The Offer expired at 5:00 p.m. New York City time, on January 8, 2025. Based on the count by Broadridge Corporate Issuer Solutions, LLC, the depositary and paying agent for the Offer (the “Depositary and Paying Agent”), a total of 878,212 shares were properly tendered and not properly withdrawn in the Offer.
Icahn Enterprises will accept for payment all shares properly tendered and not properly withdrawn at a price of $18.25 per share, for a total purchase price of approximately $16 million in the aggregate. The shares to be accepted for payment represent in the aggregate approximately 0.9% of the Company’s outstanding common stock.”
The press release announcing the results of the Offer is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.
Item 12. Exhibits.
* Filed previously
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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.
Date: January 10, 2025
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 |
Exhibit (a)(c)(5)
ICAHN ENTERPRISES L.P. AND ICAHN ENTERPRISES HOLDINGS L.P. ANNOUNCE RESULTS OF TENDER OFFER FOR UP TO 17,753,322 SHARES OF COMMON STOCK OF CVR ENERGY
SUNNY ISLES BEACH, Fla., January 9, 2025 — Icahn Enterprises L.P. (NASDAQ: IEP) (“IEP”) and Icahn Enterprises Holdings L.P. (“IEH”) today announced the results of IEH’s 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 (the “Offer”), which expired at 5:00 p.m., New York City time, on January 8, 2025.
Based on the count by Broadridge Corporate Issuer Solutions, LLC, the depositary and paying agent for the Offer (the “Depositary and Paying Agent”), a total of approximately 878,212 shares were properly tendered and not properly withdrawn in the Offer.
IEH will accept for payment all shares properly tendered and not properly withdrawn at a price of $18.25 per share, for a total purchase price of approximately $16 million in the aggregate. The shares to be accepted for payment by IEH represent in the aggregate approximately 0.9% of CVR Energy’s outstanding common stock. The Depositary and Paying Agent will promptly pay for the shares accepted for purchase by IEH.
D.F. King & Co., Inc. acted as information agent for the Offer. Any questions regarding the Offer may be directed to the information agent toll free at (866) 207-3626 or via email at CVREnergy@dfking.com
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY.
About CVR Energy
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the renewables, petroleum refining and marketing businesses as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP. CVR Energy subsidiaries serve as the general partner and own approximately 37% of the common units of CVR Partners, LP.
About IEP and IEH
Icahn Enterprises L.P. (NASDAQ: IEP), a master limited partnership, is a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.
Icahn Enterprises Holdings L.P. (“IEH”) is a Delaware limited partnership. IEP owns a 99% limited partner interest in IEH, and each of IEP and IEH are indirectly controlled by Carl C. Icahn.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the federal securities laws. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” and similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the Offer and the anticipated benefits thereof, and the terms of the related tender offer agreement. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of the Offer or the business of CVR Energy could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements regarding the expected benefits and costs of the Offer; the expected timing of the completion of the Offer; the ability of IEH to complete the Offer; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the Offer may not be timely completed, if at all; that, prior to the completion of the transaction, CVR Energy’s business may not perform as expected due to transaction-related uncertainty or other factors; and other risks that are described in CVR Energy’s latest Annual Report on Form 10-K and its other filings with the SEC. IEP and IEH do not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this press release, except to the extent necessary to amend and promptly disseminate revised information in the event that our existing disclosure regarding the Offer materially changes or as otherwise required by law or applicable rule or regulation.