Item 8.01
Other Events.
On January 29, 2019 (the “Purchase Date”),
CVR Energy, Inc., a Delaware corporation (“CVI”), completed its previously announced purchase (the “Call Right Purchase”) of all of the issued and outstanding common units (“Common Units”) representing limited partner interests in CVR Refining, LP, a Delaware limited partnership (the “Partnership”), not already owned by CVR Refining GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), or the General Partner’s affiliates for a cash purchase price, determined in accordance with the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended (the “Limited Partnership Agreement”), of $10.50 per unit (the “Call Price”), or $240,545,865 in the aggregate. The Call Right Purchase was conducted in accordance with Article XV of the Limited Partnership Agreement.
Also on the Purchase Date, CVI completed its previously announced purchase (the “IEP Purchase”) of all of the Common Units held by American Entertainment Properties Corp. and Icahn Enterprises Holdings L.P. for a cash purchase price per unit equal to the Call Price, or $60,375,000 in the aggregate (the “IEP Purchase,” and together with the Call Purchase, the “Purchase”).
As of the Purchase Date, all rights of the holders of the Common Units whose Common Units were purchased in the Purchase have been extinguished, except for the right to receive payment of the purchase price. Following completion of the Purchase, CVI, now owns, directly and indirectly, 100 percent of the Common Units and there is no longer a public market for the Common Units. The Partnership has filed a Form 25 with the Securities and Exchange Commission and has voluntarily withdrawn the Common Units from listing on the NYSE and from registration under Section 12(b) of the Exchange Act. The Common Units are no longer listed on the NYSE beginning as of January 29, 2019. Furthermore, the Partnership intends to file with the SEC a Form 15 upon effectiveness of the Form 25 to suspend the reporting obligations of the Partnership under Sections 13(a) and 15(d) of the Exchange Act.
Also on the Purchase Date, CVR Refining, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“CVRR LLC”), and Coffeyville Finance Inc., a Delaware corporation and wholly owned subsidiary of the Partnership (together with CVRR LLC, the “Issuers”)
entered into the First Supplemental Indenture (the “Supplemental Indenture”), among CVI, the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the indenture dated as of October 23, 2012, relating to the 6.500% senior notes due 2022 (the “Notes”) of the Issuers (the “Indenture”). Pursuant to the Supplemental Indenture, CVI will
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