SC 13D/A 1 a12-13273_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 21)*

 

CVR Energy, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

12662P108

(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 25, 2012

(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. o

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. 12662P108

 

 

1.

Name of Reporting Person
IEP Energy LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
71,198,718

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
71,198,718

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
OO

 

2



 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
IEP Energy Holding LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

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
71,198,718

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,198,718

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
OO

 

3



 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
American Entertainment Properties Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

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
71,198,718

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,198,718

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
CO

 

4



 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Building LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

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
71,198,718

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,198,718

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
OO

 

5



 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Enterprises Holdings L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

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
71,198,718

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,198,718

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
PN

 

6



 

SCHEDULE 13D

 

CUSIP No. 12662P108

 

 

1.

Name of Reporting Person
Icahn Enterprises G.P. Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

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
71,198,718

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,198,718

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
CO

 

7



 

SCHEDULE 13D

 

CUSIP No.  12662P108

 

 

1.

Name of Reporting Person
Beckton Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

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
71,198,718

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,198,718

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
CO

 

8



 

SCHEDULE 13D

 

CUSIP No.  12662P108

 

 

1

Name of Reporting Person
Carl C. Icahn

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

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
71,198,718

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
71,198,718

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
71,198,718

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
80.5%

 

 

14

Type of Reporting Person
IN

 

9



 

SCHEDULE 13D

 

Item 1. Security and Issuer

 

The Schedule 13D filed with the Securities and Exchange Commission on January 13, 2012 (the “Initial 13D”), by the Reporting Persons with respect to the shares of Common Stock, par value $0.01 (the “Shares”), issued by CVR Energy, Inc. (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 5.        Interest in Securities of the Issuer

 

Item 5 of the Initial 13D is hereby amended by adding the following:

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 71,198,718 Shares, representing approximately 80.5% of the Issuer’s outstanding Shares.

 

(b) IEP Energy LLC has sole voting power and sole dispositive power with regard to 71,198,718 Shares. Each of IEP Energy Holding LLC, American Entertainment Properties Corp., Icahn Building LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises GP Inc., Beckton Corp. and Mr. Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares.

 

Each of IEP Energy Holding LLC, American Entertainment Properties Corp., Icahn Building LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises GP Inc., Beckton Corp. and Mr. Icahn, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which IEP Energy LLC directly beneficially owns. Each of IEP Energy Holding LLC, American Entertainment Properties Corp., Icahn Building LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises GP Inc., Beckton Corp. and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

 

(c) The following table sets forth all transactions with respect to Shares effected by any of the Reporting Persons since their last filing on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

 

Name of
Reporting Person

 

Date of
Transaction

 

Amount of
Securities

 

Price Per Share

 

IEP Energy

 

05/22/2012

 

600,000

 

$

29.2930

 

IEP Energy

 

05/24/2012

 

53,000

 

$

26.6476

 

IEP Energy

 

05/25/2012

 

1,000,000

 

$

26.6190

 

 

10



 

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 29, 2012

 

 

IEP ENERGY LLC

 

 

 

 

By:

/S/ SungHwan Cho

 

 

Name: SungHwan Cho

 

 

Title: Chief Financial Officer

 

 

 

 

IEP ENERGY HOLDING LLC

 

 

 

 

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

 

11



 

 

BECKTON CORP.

 

 

 

 

By:

/S/ Edward Mattner

 

 

Name: Edward Mattner

 

 

Title: Authorized Signatory

 

 

 

 

 

 

 

/S/ Carl C. Icahn

 

 

Name: Carl C. Icahn

 

[Signature Page of Amendment No. 21 to Schedule 13D — CVR Energy, Inc.]

 

12