Icahn Carl C – ‘SC TO-C’ on 2/17/12 re: CVR Energy Inc

On:  Friday, 2/17/12, at 10:12am ET   ·   Accession #:  928475-12-19   ·   File #:  5-83522

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Tender-Offer Statement — Preliminary Communication   —   Schedule TO
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Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Tender-Offer Statement -- Preliminary                  3     19K 
                          Communication                                          

SC TO-C
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SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549

SCHEDULE TO 
(RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

CVR ENERGY, INC.
(NAME OF SUBJECT COMPANY (ISSUER))

Icahn Partners LP 
Icahn Partners Master Fund LP 
Icahn Partners Master Fund II L.P.
Icahn Partners Master Fund III L.P. 
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP 
Icahn Capital L.P.
IPH GP LLC
Icahn Enterprises Holdings L.P. 
Icahn Enterprises G.P. Inc. 
Beckton Corp. 
Carl C. Icahn 
(NAMES OF FILING PERSONS (OFFEROR)

COMMON STOCK, PAR VALUE $0.01 
(TITLE OF CLASS OF SECURITIES)

12662P108 
(CUSIP NUMBER OF CLASS OF SECURITIES) 

KEITH L. SCHAITKIN, ESQ.
GENERAL COUNSEL 
ICAHN CAPITAL LP
767 FIFTH AVENUE, 47TH FLOOR
NEW YORK, NEW YORK 10153
(212) 702-4380
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES 
AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) 

CALCULATION OF FILING FEE 

Transaction Valuation: Not applicable      Amount of Filing Fee:  Not applicable

/  /  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.                                         

Amount previously paid: Not applicable              Filing Party: Not applicable
Form or registration no.: Not applicable              Date Filed: Not applicable

/X/ 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.                         
/ /     issuer tender offer subject to Rule 13e-4.                              
/ /     going-private transaction subject to Rule 13e-3.                        
/ /     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: / /                                                        

SC TO-C
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     On  February 16, 2012, Carl C. Icahn issued a press release relating to CVR
Energy,  Inc.,  a copy of which is filed as Exhibit I hereto and is incorporated
herein  by  reference.                                                          

THE  ATTACHED  PRESS  RELEASE  IS  FOR  INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE  AN  OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER
DESCRIBED  THEREIN.  THE  OFFER  WILL  BE  MADE  ONLY  PURSUANT  TO THE OFFER TO
PURCHASE,  LETTER  OF  TRANSMITTAL  AND RELATED MATERIALS THAT CARL C. ICAHN AND
CERTAIN  OF  HIS  AFFILIATES  (THE  "ICAHN GROUP") WILL DISTRIBUTE TO HOLDERS OF
COMMON STOCK OF CVR ENERGY, INC. AFTER THESE DOCUMENTS ARE FILED WITH THE SEC AS
EXHIBITS  TO  ITS SCHEDULE TO. HOLDERS OF COMMON STOCK SHOULD READ CAREFULLY THE
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL
CONTAIN  IMPORTANT  INFORMATION,  INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS
TO,  THE  OFFER.  AFTER  THE  ICAHN  GROUP  FILES ITS SCHEDULE TO AND ASSOCIATED
EXHIBITS  WITH  THE  SEC,  HOLDERS OF COMMON STOCK MAY OBTAIN A FREE COPY OF THE
TENDER  OFFER  STATEMENT  ON  SCHEDULE  TO,  THE  OFFER  TO  PURCHASE, LETTER OF
TRANSMITTAL AND OTHER DOCUMENTS THAT THE ICAHN GROUP WILL BE FILING WITH THE SEC
AT  THE  SEC'S  WEB  SITE  AT  WWW.SEC.GOV.                                     

SC TO-C
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                                                                       Exhibit I

FOR IMMEDIATE RELEASE 

ICAHN ANNOUNCES TENDER OFFERFOR ALL OF THE OUTSTANDING SHARES OF CVR ENERGY 
AT $30 PER SHARE IN CASH, PLUS CASH CONTINGENT VALUE RIGHT

ICAHN PROPOSES FULL SLATE OF 9 DIRECTORS FOR CVR ENERGY BOARD 

CONTACT:  SUSAN  GORDON,  (212)  702-4309                                       

New  York,  New York, February 16, 2012 - Carl C. Icahn today announced a tender
offer through one or more of his affiliated companies for all of the outstanding
shares  of  common stock, and related stock purchase rights, of CVR Energy, Inc.
(the "Company"). Tendering shareholders will be paid $30 per share in cash, plus
a  Contingent Value Right. The Contingent Value Right will entitle holders to an
additional  payment, in cash, equal to the value that the Company is sold for in
excess of $30 per share. Mr. Icahn also announced his intent to nominate a slate
for  all  9  directorships  on  the  CVR  Energy  board  of  directors.         

CVR ENERGY SHOULD BE SOLD 
------------------------- 

As  previously  announced,  Mr. Icahn believes that the Company should be put up
for  sale.  If the current Board puts the Company up for sale before the initial
expiration  date of our tender offer (expected to be on or about March 23), then
Mr.  Icahn  reserves  the  right  to  withdraw the tender offer and proxy fight.
However,  if the Company is not put up for sale, Mr. Icahn will proceed with the
tender offer and proxy fight, in an effort to elect a new Board that will have a
shareholder  mandate  to  sell  the  Company.                                   

THE TENDER OFFER
----------------

Closing  of  the  tender  offer  will  not  be  subject  to any due diligence or
financing  conditions.  The  tender offer will be subject to there being validly
tendered  and not withdrawn at least 35.76% of the issued and outstanding shares
of the Company. That number of shares, when added to the shares already owned by
the  offeror  and  its  affiliates,  represents  a  majority  of  the issued and
outstanding  shares  of  the  Company. The tender offer will also be conditioned
upon  the  election  of  the  Icahn  slate  of directors, the elimination of the
Company's  poison  pill  (which  the  Icahn  directors  intend  to do upon their
election),  and  other  typical  conditions.  The  tender  offer  will  include 
withdrawal rights so that a tendering shareholder can freely withdraw any shares
prior  to  the  acceptance  of  such  shares for payment under the tender offer.

THE CONTINGENT VALUE RIGHT
--------------------------

In the event that a definitive agreement for the sale of the Company is executed
within  nine  months  following  the  closing of the tender offer, all tendering
shareholders  whose  shares  were  purchased in the tender offer will receive an
additional  cash  payment,  through  a  non-transferable Contingent Value Right,
equal  to  the amount (whether in cash or securities) in excess of $30 per share
for  which  the  Company is sold. Shareholders whose shares are purchased in the
tender  offer  are  thus  guaranteed  a  minimum payment of $30 per share - plus
upside  potential.                                                              

ICAHN SAYS: LET THE SHAREHOLDERS DECIDE 
--------------------------------------- 

Mr. Icahn stated: "We are launching this tender offer and proxy fight to provide
shareholders the opportunity to obtain the value that we believe can be obtained
in  a  sale  of  the  Company. We are offering shareholders a minimum of $30 per
share  now,  a  new  board  with a shareholder mandate to put the Company up for
sale,  and  the  upside from a sale of the Company in the form of the Contingent
Value  Right.  This  is  a  win-win-win  for  shareholders."                    

WHY WE BELIEVE THE CONTINGENT VALUE RIGHT COULD DELIVER EVEN MORE VALUE 
----------------------------------------------------------------------- 

Mr.  Icahn  believes  that  a sale of the Company should attract the interest of
potential  buyers  such  as Western Refining, Inc., HollyFrontier, Tesoro Corp.,
Valero,  Marathon  Petroleum  Corp.  or  ConocoPhilips,  among others. MR. ICAHN
INTENDS  TO INITIATE DIALOGUES WITH A NUMBER OF THESE POTENTIAL ACQUIRERS DURING
THE  NEXT  SEVERAL WEEKS. Based on the analysis below, Mr. Icahn believes that a
price  of  at  least $37 per share should be achieved in such a sale. A price of
$37  would  represent  a  premium  of  34.1% over the closing price of $27.60 on
February  15,  2012. At that price, the Company's market capitalization would be
$3.25  billion,  implying  an enterprise value of $2.79 billion for the refinery
assets  (after  backing  out  the tax-adjusted market value of the Company's CVR
Partners  units)  (1).  The  Company's  refineries generated $809 million of LTM
EBITDA,  implying  a  3.4x  EV/EBITDA  multiple,  which  we  believe is a modest
discount  to  current  comparable  trading multiples (2). As a result, Mr. Icahn
believes  the  Contingent Value Right could provide at least an additional $7.00
of  cash  per  share  to  tendering shareholders in the context of a sale of the
Company  based  upon  public  comparables,  before  considering  synergies.  The
Company's  management  has  projected  2012  synergies of $32.4 million from the
Wynnewood  acquisition.  Further,  we  believe  that  an acquirer of the Company
should  be  able  to  realize  higher  synergies,  largely due to corporate cost
savings and other potential operating synergies, as well as a greater ability to
hedge  high  crack  spreads.  In  light  of  the  foregoing, we believe that the
combined  value  of  the  tender  offer  cash  price  of  $30  per share and the
Contingent  Value  Right  offer  a substantial value opportunity to shareholders
beyond  the  latest  closing  market  price  of  $27.60.                        

NOTICE  TO  INVESTORS                                                           

CARL  C.  ICAHN'S AFFILIATES HAVE NOT YET COMMENCED THE TENDER OFFER REFERRED TO
IN THIS PRESS RELEASE. UPON THE COMMENCEMENT OF ANY TENDER OFFER, THESE ENTITIES
WILL  FILE A TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
THOSE  DOCUMENTS  WILL  CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND
SHOULD  BE  READ BY SECURITY HOLDERS. IF THE TENDER OFFER IS COMMENCED, SECURITY
HOLDERS  WILL  BE ABLE TO OBTAIN AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND
OTHER  DOCUMENTS  WHEN  THEY  BECOME  AVAILABLE  ON  THE SECURITIES AND EXCHANGE
COMMISSION'S  WEBSITE  AT HTTP://WWW.SEC.GOV, AND (II) THE OFFER TO PURCHASE AND
ALL  RELATED  DOCUMENTS  FROM  THE  OFFERORS.                                   

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES BY CARL C. ICAHN, HIGH RIVER LIMITED
PARTNERSHIP,  HOPPER  INVESTMENTS  LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN
PARTNERS  MASTER  FUND  LP,  ICAHN  PARTNERS MASTER FUND II L.P., ICAHN PARTNERS
MASTER  FUND  III  L.P., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS
L.P.,  IPH  GP  LLC,  ICAHN  CAPITAL  L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP,
BECKTON  CORP.  AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS
OF  CVR  ENERGY,  INC.  FOR  USE  AT  ITS  2012  ANNUAL MEETING WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION
RELATING  TO  THE  PARTICIPANTS  IN  SUCH  PROXY SOLICITATION. WHEN COMPLETED, A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF
CVR  ENERGY,  INC  AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
PARTICIPANTS  IN  A PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE
13D  TO  BE  FILED  WITH  THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16,
2012.                                                                           
_________________________                                                       

(1)  Based  on the closing price for CVR Partners of $29.00 per unit on February
     15,  2012,  CVR's  50.92  million  units  would be valued at $1.48 billion.
     Adjusted  for  taxes of 40% (assuming zero cost basis), the after-tax value
     for  the  units  would be $886 million. The Company's pro forma net debt is
     $431  million (based on net debt excluding CVR Partners as of September 30,
     2011  plus  the $607 million closing price for Wynnewood). Subtracting $886
     million  for CVR Partners and adding $431 million of net debt to the market
     capitalization  of  $3.25  billion  yields  an adjusted enterprise value of
$2.79  billion.                                                       
(2)  As  of  February  15,  2012,  EV/LTM EBITDA multiples were 3.5x for Valero,
     3.5x  for  Marathon,  4.7x for HollyFrontier, and 3.9x for Western Refining
(per  Bloomberg).                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-C’ Filing		Date		First		Last			Other Filings
Filed on:		2/17/12							SC14D9C
		2/16/12		2		3			DFAN14A,  SC 13D/A
		2/15/12		3
		9/30/11		3					10-Q,  13F-HR,  4
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