SCHEDULE 13D
Item 1.
Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on January 25, 2013 and last amended on May 29, 2018 (as amended, the Initial 13D) by the Reporting Persons with respect to the Common Units of CVR Refining, LP (the Issuer) is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.
Item 4.
Purpose of Transaction
Item 4 of the Initial 13D is hereby amended to add the following:
Reference is made to the exchange offer by CVR Energy, Inc. (CVI) to exchange up to 37,154,236 Common Units for shares of the CVI common stock at an exchange ratio of one Common Unit of the Issuer for 0.6335 shares of the CVI common stock, par value $0.01 per share, upon the terms and subject to the conditions set forth in a prospectus/offer to exchange that was filed with the Securities and Exchange Commission (the SEC) on June 18, 2018 (the prospectus/offer to exchange) and in the accompanying letter of transmittal (which, together with the prospectus/offer to exchange, collectively constitute the exchange offer).
The exchange offer expired at 5:00 p.m. New York City time, on Friday, July 27, 2018.
A total of 21,625,106 Common Units were validly tendered and not properly withdrawn in the offer, which, together with the Common Units owned by the Reporting Persons, represent approximately 84.5% of the outstanding Common Units. All of the Common Units that were validly tendered and not properly withdrawn have been accepted in the exchange offer and exchanged for an estimated 13,699,505 shares of CVI common stock in accordance with the terms of the exchange offer and applicable law.
Pursuant to the partnership agreement of the Issuer, once the general partner of the Issuer and its affiliates (which affiliates include the Reporting Persons) own more than 80% of the Common Units, the general partner and its affiliates have the right, but not the obligation, to purchase all, but not less than all, of the Common Units held by unaffiliated unitholders of the Issuer at a price not less than their then-current market price, as calculated pursuant to the terms of the partnership agreement.
Accordingly, the Reporting Persons are entitled to exercise this call right. Pursuant to the partnership agreement, the general partner is not obligated to obtain a fairness opinion regarding the value of the Common Units to be repurchased by it upon exercise of the call right. Pursuant to the partnership agreement, the general partner may use its own discretion, free of fiduciary duty restrictions, in determining whether to exercise the call right. The Reporting Persons have no current plans to exercise the call right at this time. However, there can be no assurance that the general partner and its affiliates will not exercise the call right in the future.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated as follows:
(a)
The Reporting Persons may be deemed to beneficially own, in the aggregate, 124,690,870 Common Units, representing approximately 84.5% of the outstanding Common Units (based upon the 147,600,000 Common Units stated to be outstanding as of July 25, 2018 in the Issuers Quarterly Report on Form 10-Q filed with the SEC on July 26, 2018).
(b)
For purposes of this Schedule 13D:
CVRR Holdings has sole voting power and sole dispositive power with regard to 97,303,764 Common Units, and may be deemed to have shared voting power and shared dispositive power with regard to 12,000
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Common Units owned of record by CVRR Holdings Sub. Each of Coffeyville, Marketing, Marketing Holdings, CVI, IEP Energy, Energy Holding, AEP, Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to the number of Common Units listed on the applicable cover page for such Reporting Person in this Schedule 13D. CVI has sole voting power and sole dispositive power with regard to 21,625,106 Common Units. Each of IEP Energy, Energy Holding, AEP, Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to the number of Common Units listed on the applicable cover page for such Reporting Person in this Schedule 13D. AEP has sole voting power and sole dispositive power with regard to 2,000,000 Common Units. Each of Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Common Units. Icahn Enterprises Holdings has sole voting power and sole dispositive power with regard to 3,750,000 Common Units. Each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such Common Units.
Each of Coffeyville, Marketing, Marketing Holdings and CVI, by virtue of their relationships to each of CVRR Holdings and CVRR Holdings Sub (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Units which each of CVRR Holdings and CVRR Holdings Sub directly beneficially owns. Each of Coffeyville, Marketing, Marketing Holdings and CVI disclaims beneficial ownership of such Common Units for all other purposes. Each of IEP Energy, Energy Holding, AEP, Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of CVRR Holdings Sub, CVRR Holdings, CVI, AEP and Icahn Enterprises Holdings (as disclosed in Item 2), as applicable, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Units which each of CVRR Holdings Sub, CVRR Holdings, CVI, AEP and Icahn Enterprises Holdings directly beneficially owns, as applicable. Each of IEP Energy, Energy Holding, AEP, Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Common Units for all other purposes.
(c)
The following table sets forth all transactions with respect to Common Units effected by any of the Reporting Persons during the past 60 days.
Name of Reporting Person
|
|
Date of Transaction
|
|
Amount of Securities
|
|
Price Per Share
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|
CVI
|
|
08/01/2018
|
|
21,625,106
|
(1)
|
|
(1)
|
(1)
On August 1, 2018, CVI acquired 21,625,106 Common Units pursuant to CVI/CVR Energys offer to exchange each Common Unit validly tendered and not properly withdrawn for 0.6335 shares of CVI common stock. The market value of the transaction consideration was $23.93 per Common Unit, based on the trading price of CVR common stock as of the expiration of the exchange offer on July 27, 2018.
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