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. 5)
CVR REFINING, LP
(Name of Subject Company (Issuer))
CVR ENERGY, INC.
IEP ENERGY LLC
IEP ENERGY HOLDING LLC
AMERICAN ENTERTAINMENT PROPERTIES CORP.
ICAHN BUILDING LLC
ICAHN ENTERPRISES HOLDINGS L.P.
ICAHN ENTERPRISES G.P. INC.
BECKTON CORP.
CARL C. ICAHN
(Name of Filing Persons (Offerors))
Common Units
(Title of Class of Securities)
12663P107
(CUSIP Number of Class of Securities)
Melissa M. Buhrig
Executive Vice President, General Counsel and Secretary
CVR Energy, Inc.
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(281) 207-3200
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Julie Allen, Esq.
Proskauer Rose LLP
11 Times Square
New York, NY 10036
(212) 969-3155
Calculation of Filing Fee
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Transaction valuation* |
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Amount of filing fee** |
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$795,843,735 |
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$99,082.55 |
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*Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the market value of the common units of CVR Refining, LP to be received by CVR Energy, Inc. in the exchange offer and was calculated as the product of (i) 37,154,236 common units of CVR Refining, LP, which is the maximum number of common units that may be exchanged pursuant to the exchange offer, and (ii) the average of the high and low sales prices of common units of CVR Refining, LP as reported on the New York Stock Exchange on May 25, 2018 ($21.42).
**The amount of the filing fee, calculated in accordance with Rule 0-11(b) and Rule 1-11(d) of the Securities Exchange Act of 1934, as amended and Fee Rate Advisory #1 for Fiscal Year 2018 equals $124.50 per $1,000,000 of the aggregate value of the transaction.
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $99,082.55 |
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Filing Party: CVR Energy, Inc. |
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Form or Registration No.: Form S-4 |
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Date Filed: May 29, 2018 |
o 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.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o 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
This Amendment No. 5 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2018, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the Commission on June 8, 2018, Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Commission on June 14, 2018, Amendment No. 3 to the Tender Offer Statement on Schedule TO filed with the Commission on June 18, 2018 and Amendment No. 4 to the Tender Offer Statement on Schedule TO filed with the Commission on July 27, 2018 (as amended and supplemented from time to time, the “Schedule TO”) and relates to the offer by CVR Energy, Inc. (“CVR Energy”) to exchange up to 37,154,236 common units (the “common units”) of CVR Refining, LP (“CVR Refining”) in exchange for shares of CVR Energy common stock at an exchange ratio of one common unit for 0.6335 shares of CVR Energy common stock, par value $0.01 per share, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange, dated June 18, 2018 (as amended or supplemented from time to time, the “prospectus/offer to exchange”) and in the accompanying letter of transmittal (the “Letter of Transmittal” which, together with the prospectus/offer to exchange collectively constitute the “offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(4) and (a)(1)(A), respectively.
CVR Energy filed with the SEC a Registration Statement on Form S-4 dated May 29, 2018, as amended by Amendment No. 1 on June 14, 2018, of which the prospectus/offer to exchange forms a part, relating to the offer. All the information set forth in the prospectus/offer to exchange is incorporated by reference into the Schedule TO, and the Schedule TO is further amended and supplemented as set forth below.
Items 1 through 12.
Items 1 through 12 of the Schedule TO are hereby amended and supplemented by adding the following:
“The offer expired at 5:00 p.m. New York City time, on Friday, July 27, 2018. Subject to the terms and conditions of the offer, each common unit that was accepted for exchange pursuant to the offer will be exchanged for 0.6335 shares of CVR Energy common stock.
Based on the count by American Stock Transfer & Trust Co., LLC, the exchange agent for the offer, a total of 21,625,106 common units were validly tendered and not properly withdrawn in the offer (including 3,416,020 common units that were tendered through notices of guaranteed delivery), which, together with the common units owned by CVR Energy and its affiliates (including affiliates of Icahn Enterprises L.P.), represent approximately 84.5% of CVR Refining’s outstanding common units. All of the common units that were validly tendered and not properly withdrawn have been accepted in the offer and will be exchanged for an estimated 13,699,505 shares of CVR Energy common stock in accordance with the terms of the offer and applicable law.
The press release announcing the results of the offer is attached hereto as Exhibit (a)(5)(F) and is incorporated herein by reference.”
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.
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CVR ENERGY, INC. | ||
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By: |
/s/ David L. Lamp | |
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Name: |
David L. Lamp | |
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Title: |
President and Chief Executive Officer | |
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IEP ENERGY LLC | ||
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By: IEP Energy Holding LLC | ||
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By: American Entertainment Properties Corp., its sole member | ||
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By: |
/s/ SungHwan Cho | |
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Name: SungHwan Cho | ||
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Title: Chief Financial Officer | ||
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IEP ENERGY HOLDING LLC | ||
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By: American Entertainment Properties Corp., its sole member | ||
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By: |
/s/ SungHwan Cho | |
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Name: SungHwan Cho | ||
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Title: Chief Financial Officer | ||
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AMERICAN ENTERTAINMENT PROPERTIES CORP. | ||
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By: |
/s/ SungHwan Cho | |
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Name: SungHwan Cho | ||
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Title: Chief Financial Officer | ||
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ICAHN BUILDING LLC | ||
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By: Icahn Enterprises Holdings L.P., its sole member | ||
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By: Icahn Enterprises G.P. Inc., its general partner | ||
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By: |
/s/ SungHwan Cho | |
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Name: SungHwan Cho | ||
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Title: Chief Financial Officer | ||
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ICAHN ENTERPRISES HOLDINGS L.P. | ||
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By: Icahn Enterprises G.P. Inc., its general partner | ||
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By: |
/s/ SungHwan Cho | |
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Name: SungHwan Cho | ||
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Title: Chief Financial Officer | ||