0000921669-13-000011.txt : 20130520 0000921669-13-000011.hdr.sgml : 20130520 20130520171601 ACCESSION NUMBER: 0000921669-13-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130520 DATE AS OF CHANGE: 20130520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CVR Refining, LP CENTRAL INDEX KEY: 0001558785 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 371702463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87162 FILM NUMBER: 13859310 BUSINESS ADDRESS: STREET 1: 2277 PLAZA DRIVE STREET 2: SUITE 500 CITY: SUGAR LAND STATE: TX ZIP: 77479 BUSINESS PHONE: (281) 207-3200 MAIL ADDRESS: STREET 1: 2277 PLAZA DRIVE STREET 2: SUITE 500 CITY: SUGAR LAND STATE: TX ZIP: 77479 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 cvrrsch13damd252013.htm cvrrsch13damd252013.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

CVR Refining, LP
(Name of Issuer)

Common Units
(Title of Class of Securities)

12663P107
(CUSIP Number)

Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 20, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
CVR Refining Holdings, LLC

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
105,988,000

8           SHARED VOTING POWER
12,000

9           SOLE DISPOSITIVE POWER
 105,988,000

10           SHARED DISPOSITIVE POWER
12,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 106,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%

14           TYPE OF REPORTING PERSON
OO

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
Coffeyville Resources LLC

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
 0

8           SHARED VOTING POWER
106,000,000

9           SOLE DISPOSITIVE POWER
 0

10           SHARED DISPOSITIVE POWER
106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%

14           TYPE OF REPORTING PERSON
OO

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
Coffeyville Refining & Marketing, Inc.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
 0

8           SHARED VOTING POWER
106,000,000

9           SOLE DISPOSITIVE POWER
 0

10           SHARED DISPOSITIVE POWER
106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 106,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%

14           TYPE OF REPORTING PERSON
CO

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
Coffeyville Refining & Marketing Holdings, Inc.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
 0

8           SHARED VOTING POWER
106,000,000

9           SOLE DISPOSITIVE POWER
 0

10           SHARED DISPOSITIVE POWER
106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 106,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%

14           TYPE OF REPORTING PERSON
CO


 
 

 


SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
CVR Energy, Inc.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
 0

8           SHARED VOTING POWER
106,000,000

9           SOLE DISPOSITIVE POWER
 0

10           SHARED DISPOSITIVE POWER
106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 106,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%

14           TYPE OF REPORTING PERSON
CO


 
 

 


SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
IEP Energy LLC

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
0

8           SHARED VOTING POWER
 106,000,000

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
 106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 106,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%

14           TYPE OF REPORTING PERSON
OO

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
IEP Energy Holding LLC

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
0

8           SHARED VOTING POWER
 106,000,000

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
 106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 106,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%

14           TYPE OF REPORTING PERSON
OO


 
 

 


SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
American Entertainment Properties Corp.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
2,000,000

8           SHARED VOTING POWER
 106,000,000

9           SOLE DISPOSITIVE POWER
2,000,000

10           SHARED DISPOSITIVE POWER
 106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 108,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.2%

14           TYPE OF REPORTING PERSON
CO


 
 

 


SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
Icahn Building LLC

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
2,000,000

8           SHARED VOTING POWER
 106,000,000

9           SOLE DISPOSITIVE POWER
2,000,000

10           SHARED DISPOSITIVE POWER
 106,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 108,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.2%

14           TYPE OF REPORTING PERSON
OO

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
WC

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
4,000,000

8           SHARED VOTING POWER
108,000,000

9           SOLE DISPOSITIVE POWER
4,000,000

10           SHARED DISPOSITIVE POWER
108,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.0%

14           TYPE OF REPORTING PERSON
PN

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
0

8           SHARED VOTING POWER
 112,000,000

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
112,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.0%

14           TYPE OF REPORTING PERSON
CO

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1.           NAME OF REPORTING PERSON
Beckton Corp.

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
0

8           SHARED VOTING POWER
112,000,000

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
112,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.0%

14           TYPE OF REPORTING PERSON
CO

 
 

 

SCHEDULE 13D

CUSIP No. 12663P107

1           NAME OF REPORTING PERSON
Carl C. Icahn

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3           SEC USE ONLY

4           SOURCE OF FUNDS
OO

5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
0

8           SHARED VOTING POWER
112,000,000

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
112,000,000

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,000,000

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.0%

14           TYPE OF REPORTING PERSON
IN

 
 

 

SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on January 25, 2013 (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 3. Source and Amount of Funds or Other Consideration

Item 3 of the Initial 13D is hereby amended to add the following:

On May 20, 2013, the Issuer sold 12,000,000 Common Units in a public offering (the “Offering”) at a price per Common Unit equal to $30.75 (less underwriting discounts and commissions). On the same day, AEP purchased 2,000,000 Common Units from CVRR Holdings in a concurrent privately negotiated transaction at a price per Common Unit equal to the price per Common Unit paid by the public in the Offering (no underwriting discounts or commissions were paid by AEP). The source of funding for the Common Units purchased by AEP was the general working capital of AEP.

Item 4.                      Purpose of Transaction

Item 4 of the Initial 13D is hereby amended to add the following:

The Issuer will use the net proceeds from the Offering to redeem from CVRR Holdings a number of Common Units equal to the number of Common Units sold in the Offering. Under the underwriting agreement entered into in connection with the Offering (the “Underwriting Agreement”) (a copy of which is filed herewith as an exhibit and incorporated herein by reference), the Issuer granted the underwriters a 30−day option to purchase up to an additional 1,800,000 Common Units (the “Over−Allotment Option”). Any net proceeds received by the Issuer from the full or any partial exercise of the Over−Allotment Option by the underwriters will be used by the Issuer to redeem additional Common Units from CVRR Holdings.

In connection with the Offering, CVRR Holdings, the General Partner and the General Partner’s directors and executive officers entered into lock−up agreements, pursuant to which they agreed, subject to certain exceptions, not to sell or transfer, directly or indirectly, any Common Units until 60 days from May 20, 2013, subject to extension in certain circumstances. Following termination of these lockup agreements, all Common Units held by CVRR Holdings, the General Partner and their affiliates will be freely tradable under Rule 144, subject to the volume and other limitations of Rule 144.

The foregoing summaries of the agreements described above (including, but not limited to, the Underwriting Agreement) are qualified in their entirety by reference to the full text of such agreements. In addition, certain other relationships among the Issuer and the Reporting Persons are described in the definitive prospectus relating to the Offering, a copy of which is filed herewith as an exhibit and incorporated herein by reference.

Item 5.                      Interest in Securities of the Issuer

Item 5 of the Initial 13D is hereby amended and restated as follows:

(a) Following the transactions described in Item 3 above, the Reporting Persons may be deemed to beneficially own, in the aggregate, 112,000,000 Common Units, representing approximately 76.0% of the Issuer's outstanding Common Units (based upon the 147,600,000 Common Units stated to be outstanding following the Offering by the Issuer in the Issuer’s definitive prospectus filed with the SEC pursuant to Rule 424(b)(4) on May 15, 2013).

(b) For purposes of this Schedule 13D:

CVRR Holdings has sole voting power and sole dispositive power with regard to 105,988,000 Common Units, and may be deemed to have shared voting power and shared dispositive power with regard to 12,000 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. 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 4,000,000 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, CVRR Holdings Sub and Icahn Enterprises Holdings (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, CVRR Holdings Sub, AEP and Icahn Enterprises Holdings directly beneficially owns. 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) Except as described in this Schedule 13D, the Reporting Persons have not effected any transactions with respect to Common Units during the past sixty (60) days.

Item 6.                      Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6 of the Initial 13D is hereby amended to add the following:

The disclosure set forth above in Item 4 is incorporated herein by reference.

Item 7.                      Material to be Filed as Exhibits

1.  
Underwriting Agreement dated May 14, 2013 (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8−K filed by the Issuer with the SEC on May 20, 2013).

2.  
Definitive Prospectus (filed by the Issuer with the SEC pursuant to Rule 424(b)(4) on May 15, 2013 and incorporated herein by reference).

3.  
Common Unit Purchase Agreement dated as of May 20, 2013.

 
 

 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 20, 2013

CVR REFINING HOLDINGS, LLC

By:           /s/ Susan M. Ball                                                                
Name: Susan M. Ball
Title: Chief Financial Officer and Treasurer

COFFEYVILLE RESOURCES LLC

By:           /s/ Susan M. Ball                                                                
Name: Susan M. Ball
Title: Chief Financial Officer and Treasurer

COFFEYVILLE REFINING & MARKETING, INC.

By:           /s/ Susan M. Ball                                                                
Name: Susan M. Ball
Title: Chief Financial Officer and Treasurer

COFFEYVILLE REFINING & MARKETING HOLDINGS, INC.

By:           /s/ Susan M. Ball                                                                
Name: Susan M. Ball
Title: Chief Financial Officer and Treasurer

CVR ENERGY, INC.

By:           /s/ Susan M. Ball                                                                
Name: Susan M. Ball
Title: Chief Financial Officer and Treasurer

IEP ENERGY LLC
By: IEP Energy Holding LLC
By: American Entertainment Properties Corp., its sole member

By:           /s/ SungHwan Cho                                           
Name: SungHwan Cho
Title: Chief Financial Officer

IEP ENERGY HOLDING LLC
By: American Entertainment Properties Corp., its sole member

By:           /s/ SungHwan Cho                                           
Name: SungHwan Cho
Title: Chief Financial Officer

AMERICAN ENTERTAINMENT PROPERTIES CORP.

By:           /s/ SungHwan Cho                                           
Name: SungHwan Cho
Title: Chief Financial Officer

ICAHN BUILDING LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner

By:           /s/ SungHwan Cho                                           
Name: SungHwan Cho
Title: Chief Financial Officer

ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner

By:           /s/ SungHwan Cho                                           
Name: SungHwan Cho
Title: Chief Financial Officer

ICAHN ENTERPRISES G.P. INC.

By:           /s/ SungHwan Cho                                           
Name: SungHwan Cho
Title: Chief Financial Officer

BECKTON CORP.

By:           /s/ Edward E. Mattner                                                      
Name: Edward E. Mattner
Title: Authorized Signatory


/s/ Carl C. Icahn_____________
CARL C. ICAHN


[Signature Page of Amendment No. 2 to Schedule 13D – CVR Refining, LP]

EX-1 2 ex1.htm ex1.htm
                                                          
                                                      EXHIBIT 3
COMMON UNIT PURCHASE AGREEMENT
 
This COMMON UNIT PURCHASE AGREEMENT (this “Agreement”) is made effective as of May 20, 2013, between COFFEYVILLE REFINING & MARKETING, INC., a Delaware limited liability company (“Seller”), and AMERICAN ENTERTAINMENT PROPERTIES CORP., a Delaware corporation (“Buyer”).
 
RECITAL
 
Upon the terms and subject to the conditions set forth herein, Seller desires to sell and Buyer desires to purchase 2,000,000 common units representing limited partner interests (“Common Units,” and such Common Units, the “Subject Units”) in CVR Refining, LP, a Delaware limited partnership (the “Partnership”) at the same per unit price and at the same time as up to an aggregate of 13,800,000 Common Units are to be sold to the public in connection with a public offering of Common Units contemplated by the Partnership’s prospectus dated May 14, 2013 (the “Public Sale”).
 
AGREEMENT
 
NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
 
Section 1. Purchase and Sale of the Units
 
1.1 Sale of the Units.  Subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Subject Units in consideration of an aggregate payment of $61,500,000 (the “Purchase Price”) by Buyer.  The per unit purchase price is equal to the $30.75 price per Common Unit to be paid by the public in the Public Sale as set forth in Schedule B to the underwriting agreement, dated May 14, 2013, between Seller, the representative of the underwriters named therein and the other parties thereto (the “Underwriting Agreement”).
 
1.2 Closing.  The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 10 am New York City time on May 23, 2013.
 
1.3 Closing Deliveries
 
(a) At the Closing, Buyer shall deliver to Seller as consideration for the Subject Units purchased by Buyer an acknowledgement of receipt of the Purchase Price.
 
(b) At the Closing, Seller shall cause Seller’s transfer agent to record the ownership of the Subject Units on the records of the transfer agent in accordance with instructions from Buyer.
 
1.4 Closing Condition; Termination.  Buyer’s obligation to purchase the Subject Units in accordance with this Agreement is subject to the closing of the Public Sale contemplated by the Underwriting Agreement. If the Underwriting Agreement is terminated prior to the closing of the Public Sale, this Agreement shall automatically terminate.
 
Section 2. Representations and Warranties
 
2.1 Buyer’s Representations and Acknowledgements.  Buyer represents and warrants to Seller that:
 
(a) Buyer has all requisite power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby and this Agreement is a valid and binding obligation of Buyer, enforceable against the Buyer in accordance with its terms; and
 
(b) The Subject Units are being acquired solely for the account of Buyer and not with a view to, or for resale in connection with, a distribution of all or any part thereof.
 
Buyer acknowledges and understands that the Subject Units have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and therefore are subject to resale restrictions. Buyer agrees to the placement of a legend on any certificate representing the Subject Unit or on the records of the transfer agent to the effect that the Subject Units may not be sold without registration under the 1933 Act or pursuant to an exemption from registration.
 
2.2 Seller’s Representations.  Seller represents and warrants to Buyer that:
 
(a) Seller has all necessary power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby and this Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms;
 
(b) No consent, approval or authorization of any third party is required for consummation by Seller of the transactions contemplated by this Agreement, and the execution and delivery of this Agreement and the performance of the transactions contemplated hereby do not violate, conflict with, or cause a default under any contract, agreement, document, or instrument, any law, rule, regulation or any judicial or administrative decision to which Seller or the Subject Units may be subject, or that would create a lien, security interest, encumbrance or restriction of any kind upon the Subject Units; and
 
(c) Upon the payment for the Subject Units in accordance with the terms of this Agreement, good and marketable title to all of the Subject Units, free and clear of all mortgages, liens, security interests, pledges, charges, encumbrances or claims of any kind, will be sold to and vest in Buyer.
 
2.3 Survival; Indemnity.  All representations and warranties made herein shall survive the Closing. Buyer agrees to indemnify and hold Seller harmless from any and all losses, damages, claims, actions and proceedings, including any legal or other expenses, arising out of any breach of any representation or warranty made by the Buyer herein and Seller agrees to indemnify and hold Buyer harmless from any and all losses, damages, claims, actions and proceedings, including any legal or other expenses, arising out of any breach of any representation or warranty made by the Seller herein.
 
Section 3. Further Assurances
 
Each party agrees to, at any time and from time to time, promptly execute and deliver such further agreements, documents and instruments, and promptly take or forbear from taking such further actions as the other party may reasonably request in order to more effectively confirm or carry out the provisions of this Agreement.
 
Section 4. Miscellaneous
 
4.1 Entire Agreement.  Each party hereto acknowledges that this Agreement embodies the entire agreement and understanding between them with respect to the subject matter hereof and supersedes any prior agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, modified, terminated or discharged except by a writing signed by the party against whom such alteration, modification, termination or discharge is sought.
 
4.2 Binding Nature.  This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, personal representatives and assigns.
 
4.3 Governing Law.  This Agreement shall be governed by and construed under the laws of the state of New York.
 
4.4 Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart hereof.
 
[Remainder of page intentionally left blank]
 

 
 

 

IN WITNESS WHEREOF, the parties have executed this COMMON UNIT PURCHASE AGREEMENT as of the date first written above.
 
SELLER:

COFFEYVILLE REFINING &
MARKETING, INC.
 
 

By:           
Name:
Title:


BUYER:

AMERICAN ENTERTAINMENT PROPERTIES CORP.



By:           
Name:
Title:










 


 
 
Signature Page
May 2013 Common Unit Purchase Agreement