CVR Energy Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$CVI
Integrated oil Companies
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 8, 2024
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Item 8.01. Other Events.
On November 8, 2024, CVR Energy, Inc. (the “Company”) received a non-binding proposal letter dated November 8, 2024 (the “Letter Proposal”) from Icahn Enterprises L.P. (“IEP”) proposing that Icahn Enterprises Holdings L.P., a subsidiary of IEP, or a subsidiary thereof (the “Offeror”), commence a tender offer (the “Proposed Tender Offer”) to acquire outstanding shares of common stock, par value $0.01, of the Company (“Shares”) in an amount not to exceed 15 million additional Shares (“the “Maximum Tender Amount”) for a purchase price of $17.50 per Share. The Proposed Tender Offer, if commenced by the Offeror, contemplates that the Offeror would acquire all Shares properly tendered up to the Maximum Tender Amount and that the tender offer would not be subject to a minimum tender condition. Based on the information provided in the Letter Proposal, if the Proposed Tender Offer were fully or over-subscribed and thereafter consummated, then IEP would beneficially own 81,692,381, or approximately 81.3%, of the outstanding Shares. IEP has indicated that it is willing to agree to certain contractual provisions for the benefit of the public stockholders of the Company following completion of the Proposed Tender Offer, if commenced.
The Board of Directors of the Company has formed a special committee of independent directors (the “Special Committee”) and has delegated consideration of the Proposed Tender Offer to the Special Committee.
A copy of the Letter Proposal is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The description of the Proposed Tender Offer is qualified in its entirety by reference to the Letter Proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being “furnished” as part of this Current Report on Form 8-K:
Exhibit Number | Exhibit Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 8, 2024
| CVR Energy, Inc. | |||||
| By: | /s/ Dane J. Neumann | ||||
| Dane J. Neumann | |||||
| Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | |||||