Icahn Enterprises SC TO-TCVR Energy Inc

SECURITIES AND EXCHANGE COMMISSION

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) relates to an offer by Icahn Enterprises Holdings L.P., a Delaware limited partnership (together with its direct and indirect subsidiaries, “Icahn Enterprises”) to purchase up to 17,753,322 shares of common stock, par value $0.01 per share (the “common stock”) of CVR Energy, Inc., a Delaware corporation (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 are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made by Icahn Enterprises and upon the terms and subject to the conditions of the Offer, Icahn Enterprises (or a subsidiary) will purchase any shares properly tendered and not properly withdrawn, up to a maximum of 17,753,322 shares. Unless the context otherwise requires, all references to “shares” shall refer to the common stock and all references to “shares properly tendered” shall refer to shares properly tendered and not properly withdrawn in the Offer. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

If more than 17,753,322 shares of common stock are properly tendered, Icahn Enterprises will purchase all shares properly tendered on a pro rata basis. Shares tendered but not purchased pursuant to the Offer will be returned to the tendering stockholders at Icahn Enterprises’ expense promptly following the Expiration Time.

The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

(b)   As provided by the Company, as of December 2, 2024, the Company had approximately 100,530,599 outstanding shares of common stock, which are listed on the New York Stock Exchange under the symbol “CVI.” The information set forth in the “Summary Term Sheet” is incorporated herein by reference.

(a) – (b)   The information set forth in the Introduction, “Summary Term Sheet,” Section 2 —  “Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans,” Section 9 — “Information About the Company,” Section 10 — “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” Section 15 — “Certain Information Concerning Icahn Enterprises,” and Section 16 — “Background to the Offer; Contacts” of the Offer to Purchase is incorporated herein by reference.

(a) – (c)    The information set forth in the “Summary Term Sheet,” Section 2 — “Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans,” Section 10 — “Interests of Directors and Executive Officers Transaction and Arrangements Concerning the Shares,” Section 11 — “Effects of the Tender Offer on the Market for Shares, Registration under the Exchange Act,” Section 15 — “Certain Information Concerning Icahn Enterprises,” and Section 16 — “Background to the Offer; Contacts” of the Offer to Purchase is incorporated herein by reference.

(a) – (b), (d)    The information set forth in the “Summary Term Sheet” and Section 8 — “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

(a) – (b)    The information set forth in Section 9 — “Information About the Company,” Section 10 —  “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” Section 15 — “Certain Information Concerning Icahn Enterprises,” and Section 16 — “Background to the Offer; Contacts” of the Offer to Purchase is incorporated herein by reference.

(a)   The information set forth in Section 17 — “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

(a)   (1) The information set forth in Section 2 — “Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans,” Section 6 — “Conditions of the Tender Offer,” Section 9 — “Information About the Company,” Section 15 — “Certain Information About Icahn Enterprises,” and Section 16 — “Background of the Offer; Contacts” of the Offer to Purchase is incorporated herein by reference.