Amendment: SEC Form SC TO-T/A filed by CVR Energy Inc.

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. 1)

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 appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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.

This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO 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”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 6, 2024 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) relating to an offer by Icahn Enterprises Holdings L.P., a Delaware limited partnership (together with its direct and indirect subsidiaries, “Icahn Enterprises,” “we,” or “us”), 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.

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 final two sentences of the third paragraph on page 8 of the Offer to Purchase under the caption “Cautionary Note on Forward-Looking Statements” are hereby amended and restated as follows:

“We 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 Offer to Purchase, 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. In addition, you should carefully review the risk factors set forth in other reports or documents IEP and CVR Energy file from time to time with the SEC.”

“In no event will the Offer remain open for fewer than five (5) business days following such material change in the term of, or information concerning, the Offer.”

“The Company is currently included in a consolidated, combined, unitary, or similar group with American Entertainment Properties Corp. and certain subsidiaries for purposes of certain state consolidated, combined, unitary, or similar tax returns and reporting. The Tax Allocation Agreement, dated May 19, 2012, currently governs the allocation of tax liabilities and assets between the Company and the group for this purpose. Purchases under the Offer may result in the Company’s inclusion in additional state consolidated, combined, unitary, or similar tax returns and reporting. If Icahn Enterprises acquires beneficial ownership of at least 80% of the Company’s outstanding common stock through the Offer, it may restructure its investment to include the Company with American Entertainment Properties Corp. and certain of its subsidiaries in a consolidated group for U.S. federal income tax purposes. Such restructuring is not expected to impact the rights or liabilities of Company stockholders who do not tender Company common stock pursuant to the Offer or those who tender Company common stock but remain Company stockholders following the purchase pursuant to the Offer.  As a result of joining the federal consolidated group of which American Entertainment Properties Corp. is the common parent, the Company could become liable for the federal taxes of the consolidated group in certain circumstances. The Tax Allocation Agreement will be amended in connection with the Company becoming part of the federal consolidated group.  Under the Tax Allocation Agreement in its current form and as amended, the Company makes payments to American Entertainment Properties Corp., as the common parent of the consolidated, combined, unitary or similar group of which the Company is a member for federal, state or local tax purposes, generally for amounts the Company would have owed in taxes if the Company and its subsidiaries filed as a separate consolidated, combined, unitary or similar group for federal, state or local tax purposes.”

“Icahn Enterprises and its affiliates and the Company consider from time to time, and may in the future consider, potential strategic transactions available to the Company and its subsidiaries, which may include the acquisition of additional entities, assets or businesses, including the acquisition of material amounts of refining assets through negotiated mergers and/or stock or asset purchase agreements by the Company or its subsidiaries. Icahn Enterprises and its affiliates may participate in such acquisitions, including by providing financing to the Company or its subsidiaries through the acquisition of additional equity of the Company and/or its subsidiaries, providing loans to the Company and/or its subsidiaries or otherwise.

In addition, Icahn Enterprises and its affiliates and the Company consider from time to time, and may in the future consider, strategic options involving CVR Partners, LP, a controlled subsidiary of the Company (“CVR Partners”), which may include the acquisition of some or all of the outstanding common units of CVR Partners by Icahn Enterprises and Icahn controlled affiliates, the Company, a combination of Icahn Enterprises and Icahn controlled affiliates and the Company or other affiliated entities, the sale of CVR Partners or the Company’s 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 CVR Partners’ limited partnership agreement, value-enhancing partnerships, negotiated merger transactions, privately negotiated transactions, sale transactions or otherwise. CVR Partners’ common units are listed on the NYSE under the symbol “UAN.” The Company, through its wholly owned subsidiaries, currently owns approximately 38.3% of the outstanding common units of CVR Partners and 100% of the interest in CVR Partners’ general partner, CVR GP, LLC, which holds a non-economic general partner interest in CVR Partners. During the period commencing on November 6, 2024 through the date hereof, American Entertainment Properties Corp., an indirect wholly-owned subsidiary of Icahn Enterprises, has acquired pursuant to open market purchases 150,868 common units of CVR Partners in the aggregate, representing 1.4% of the outstanding common units of CVR Partners based on an aggregate of 10,569,637 outstanding common units as of October 25, 2024, as set forth in CVR Partners’ Form 10-Q filed with the SEC for the fiscal quarter ended September 30, 2024. Depending on market conditions, Icahn controlled affiliates may continue to acquire additional common units of CVR Partners through open market purchases or negotiated transactions.

Icahn Enterprises and its affiliates’ ability to take the aforementioned actions will be subject to the terms of the Tender Offer Agreement, which provides that:

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: December 18, 2024