SUNNY ISLES BEACH,
Fla., Dec. 6, 2024 /PRNewswire/ -- Icahn
Enterprises L.P. (NASDAQ: IEP) ("IEP"), and Icahn Enterprises
Holdings L.P. ("IEH"), today 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withdrawn prior to the expiration time, subject to the conditions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tendered and not properly withdrawn by each tendering stockholder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.
D.F. King & Co., Inc. will serve as
Information Agent for the tender offer, and Broadridge Corporate
Issuer Solutions, LLC will serve as Depositary and Paying Agent for
the tender offer. Copies of the Offer to Purchase, Letter of
Transmittal and other related materials are available free of
charge from D.F. King & Co., Inc., toll free at (866) 207-3626
or via email at CVREnergy@dfking.com, or on the SEC's website, at
www.sec.gov. CVR Energy's other public filings with the SEC,
including annual reports on Form 10‑K, quarterly reports on Form
10‑Q and current reports on Form 8‑K, are also available for free
on the SEC's website at www.sec.gov.
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.
THE TENDER OFFER IS MADE ONLY PURSUANT TO AN OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT IEH INTENDS TO
DISTRIBUTE TO CVR ENERGY'S STOCKHOLDERS. IEH WILL FILE A TENDER
OFFER STATEMENT ON SCHEDULE TO WITH THE SEC. CVR ENERGY'S
STOCKHOLDERS SHOULD READ THESE MATERIALS AND THE DOCUMENTS
INCORPORATED THEREIN BY REFERENCE CAREFULLY AND IN THEIR ENTIRETY
BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER AS THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.
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,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
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,"
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
consummation of the proposed tender 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 tender 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 tender
offer; the expected timing of the completion of the tender offer;
the ability of IEP to complete the tender offer considering the
various conditions to the tender offer, some of which are outside
the party's control, including those conditions related to
regulatory approvals and number of shares tendered; 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 tender 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 assumes no
obligation and do not intend to update these forward‑looking
statements.
Investor Contact:
Ted Papapostolou, Chief Financial
Officer
IR@ielp.com
(800) 255-2737
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SOURCE Icahn Enterprises L.P.