DOCSLIB.ORG

CVR ENERGY, INC. (Exact Name of Registrant As Specified in Its Charter)

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
CVR ENERGY, INC. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Promulgated Thereunder CVR ENERGY, INC. (Exact name of registrant as specified in its charter) 001-33492 (Commission file number) Delaware 61-1512186 (State of incorporation) (I.R.S. Employer Identification No.) 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 (Address of principal executive offices) (281) 207-3200 (Registrant’s telephone number, including area code) With copies to: Andrew R. Brownstein Benjamin M. Roth Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone (212) 403-1000 2277 Plaza Drive Sugar Land, Texas 77079 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER NO VOTE OR OTHER ACTION OF SECURITY HOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT This Information Statement is being mailed on or about April 23, 2012, to holders of common stock, par value $0.01 per share (“Common Stock”), of CVR Energy, Inc., a Delaware corporation (the “Company,” “CVR Energy,” “we,” “us,” or “our”). You are receiving this Information Statement in connection with the possible election of persons designated by IEP Energy LLC, a Delaware limited liability company (the “Offeror”), to at least a majority of the seats on the Board of Directors of the Company (the “Board”). On April 18, 2012, the Company, the Offeror, and certain affiliates of the Offeror entered into a Transaction Agreement (the “Transaction Agreement”). Pursuant to the Transaction Agreement, the Offeror agreed to amend its tender offer commenced on February 23, 2012 (the “Pending Offer”) to purchase all of the issued and outstanding shares of the Company’s Common Stock, including the associated rights to purchase shares of Series A Preferred Stock (the “Rights,” and together with the shares of Common Stock, “Shares”), issued pursuant to the Rights Agreement, dated as of January 13, 2012, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (as amended from time to time, the “Rights Agreement”), for (a) $30.00 per Share (the “Cash Consideration”), net to the seller in cash without interest thereon, and (b) one contingent cash payment right (“CCP”) per Share, issued by the Offeror subject to and in accordance with a Contingent Cash Payment Agreement, by and between the Offeror and the Colbent Corporation as paying agent (the “CCP Paying Agent”), in substantially the form attached as Schedule II to the Offeror’s Tender Offer Statement on Schedule TO (the “CCP Agreement”), and subject to the conditions set forth therein (such Cash Consideration plus CCP, or any higher consideration per Share as may be paid in the Offer pursuant to the terms of this Agreement, the “Offer Price”). The terms and conditions pursuant to which the Offeror has agreed to amend the Pending Offer, as it may be amended from time to time as permitted by the Transaction Agreement, are referred to herein as the “Offer.” The terms and conditions of the Offer are set forth in Supplement No. 1 to the Offer to Purchase filed with the Offeror’s Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”). The Offer was commenced on April 23, 2012, and, pursuant to the terms of the Offer, the Offer shall expire at 11:59 p.m., New York City time, on the date that is the later of (i) ten (10) business days after the Offer Amendment Date or (ii) such later date as may be required to resolve any comments (including, but not limited to, comments regarding the extension of the expiration date of the Offer) made by the Securities and Exchange Commission (the “SEC”) in respect of the Offer Documents (the “Expiration Date”) The Transaction Agreement provides, among other things, that if there are validly tendered and not properly withdrawn prior to the expiration of the Offer the number of shares which, when added to any Shares already owned by the Offeror, its subsidiaries and their affiliates, represents a majority of the issued and outstanding Shares on a fully diluted basis as of 11:59 p.m. on the Expiration Date (the “Minimum Condition”), the Offeror will provide a subsequent offering period for the Offer in accordance with Rule 14d-11 (a “Subsequent Offering Period”) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). The Subsequent Offering Period will expire on the tenth (10th) business day following the Expiration Date, subject to certain qualifications set forth in the Transaction Agreement (the “Subsequent Offer Closing”). However, the Offeror will not be required to make available the Subsequent Offering Period in the event that, at the time funds are irrevocably deposited by the Offeror with the depository for all Shares validly tendered and not withdrawn in the Offer (the “Offer Closing,” and the date on which the Offer Closing occurs, the “Offer Closing Date”), the Offeror and its affiliates then hold more than 90% of the outstanding Shares and the Offeror completes promptly the Short Form Merger, as discussed below. Pursuant to the Transaction Agreement, if, following the Offer Closing or the Subsequent Offer Closing, the Offeror and its affiliates hold at least 90% of the outstanding Shares, the Offeror will take all necessary and appropriate action to cause a merger of the Company in accordance with Section 253 of the Delaware General Corporate Law at a price per Share equal to the Offer Price, to become effective as soon as possible after the consummation of the Offer Closing or the Subsequent Offer Closing, as applicable (the “Short-Form Merger”). The Offer, the Subsequent Offering Period, the Short-Form Merger and the Transaction Agreement are more fully described in the Offer to Purchase and the Solicitation/ Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which was filed by the Company with the SEC on April 23, 2012, and which was mailed to stockholders of the Company on April 23, 2012. A copy of the Transaction Agreement is filed as Exhibit (a)(13) to the Schedule 14D-9 and is incorporated herein by reference. This Information Statement is being mailed to you in accordance with Section 14(f) of the Exchange Act, and Rule 14f-1 promulgated thereunder. The information set forth herein supplements certain information set forth in the Schedule 14D-9. Please read this Information Statement carefully. You are not, however, required to take any action in connection with the matters set forth in this Information Statement. The information contained in this Information Statement concerning the Offeror, its affiliates and its director designees has been furnished to the Company by the Offeror and the Company assumes no responsibility for the accuracy of any such information. 2 GENERAL INFORMATION All Common Shares are entitled to vote together as a single class at a meeting of the stockholders of the Company, each share being entitled to one vote. The Company has not issued any shares of preferred stock, par value $0.01 per share (“Preferred Stock”). The following table sets forth per class, the number of authorized shares and the number of shares outstanding as of the close of business on April 18, 2012. Class of Security Authorized Shares Shares Outstanding Common Stock 350,000,000 88,467,633 Preferred Stock 50,000,000 — DIRECTORS DESIGNATED BY THE OFFEROR Right to Designate Directors Pursuant to the terms of the Transaction Agreement, the board of directors of the company (the “Board”) has adopted resolutions specifying that, subject to the consummation of the Offer Closing, simultaneously with the Offer Closing Date and automatically upon consummation of the Offer Closing and without any further action required, seven current members of the Board will resign and the individuals designated by the Offeror set forth below (with the exception of Messrs. Hebard and Strock) will be appointed to the Board to fill all but two of the seats on the Board. Following the time any directors designated by the Offeror are elected or appointed to the Board and prior to the time that the Subsequent Offer Closing or the Short-Form Merger is consummated (the “Effective Time”), two of the current directors of the Company, John J. Lipinski and George E. Matelich, will remain on the Board and will constitute the “Existing Director Committee.” The unanimous approval of the Existing Director Committee will be required under the Transaction Agreement for certain actions to be taken, as specified in the Transaction Agreement. Pursuant to the terms of the Transaction Agreement, the Board has adopted resolutions specifying that, subject to the consummation of the Subsequent Offer Closing or the Short-Form Merger (as applicable), at the Effective Time, automatically upon consummation of the Subsequent Offer Closing or the Short-Form Merger (as applicable), the two members of the Existing Director Committee will resign and two individuals designated by the Offeror will be appointed to the Board. After the expiration time, each of the seats on the Board will be filled by a designee of the Offeror. Offeror’s Designees Pursuant to the terms of the Transaction Agreement, the Board has adopted resolutions specifying that, subject to the consummation of the Offer Closing, simultaneously with the Offer Closing Date and automatically upon consummation of the Offer Closing and without any further action required, certain individuals designated by the Offeror will be appointed to the Board. The Offeror has informed the Company that its designees to the Board will consist of the persons set forth below.
Load more

Recommended publications
  • James Strock Bio Environment-Social-Governance
    James Strock Environmental | Social | Governance James Strock is a writer, speaker, entrepreneur, lawyer, and reformer in business, government, and politics, in the United States and abroad. Strock is founder and CEO of the Serve to Lead Group, serving clients across the U.S. and around the world, including companies in various sectors, NGOs, and government entities. He serves on the board of CVR Energy (NYSE: CVI). From 2010-12 he served as co-chair of the Arizona Governor’s Solar Energy Advisory Task Force. Immediately prior to establishing his company in 1997, Strock served for more than six years in California Governor Pete Wilson’s cabinet as the state’s founding Secretary for Environmental Protection. Following confirmation by the state senate, Strock led the California Environmental Protection Agency (Cal/EPA), an organization comprising 4000 employees, achieving significant, worldwide environmental, energy, and economic impact. Strock’s public service is built on five pillars: high environmental standards; simplified regulatory process; strict enforcement; entrepreneurial leadership; decentralized decision- making; market mechanisms to apply private sector innovation to public needs. These areas of emphasis have helped foster the dramatic cultural changes now advancing environmental improvement and sustainability through intergenerational accountability and continuous innovation. During his tenure, major advances were achieved in protection of air, land, and water. He led the agency to a focus on green technology development, recognized with a $100,000 "Innovation" award from Harvard University and the Ford Foundation. Other Cal/EPA achievements during his service include the adjudication and restoration of Mono Lake; significant reductions in air pollution from mobile and stationary sources; reform of pesticide regulation; and international initiatives ranging from participation in the negotiation and implementation of the North American Free Trade Agreement to enhanced cooperation with Germany, China and other nations.
    [Show full text]
  • The US Environmental Protection Agency
    The U.S. Environmental Protection Agency A Historical Perspective on Its Role in Environmental Protection Inaugural-Dissertation zur Erlangung des Doktorgrades der Philosophie an der Ludwig-Maximilians-Universität München vorgelegt von Xin Liu München 2010 Erstgutachter: Prof. Dr. Michael Hochgeschwender Zweitgutachter: Prof. Dr. Christof Mauch Tag der mündlichen Prüfung: 07.07.2010 Liu iii Table of Contents Lists of Tables…………………………………..………………………………………………….vi Lists of Figures……………………………………………………………………………………vii Lists of Abbreviations…………………………………………………………………………...viii 1. Introduction…………………………………………………….………………………....1 1.1. Environmental Protection: Preconditions, Push-Factor and Value Change……......…1 1.2. Development of Federal Environmental Protection from the Nixon to the Clinton Administration………………………………………………………………………...5 1.3. Description of this Study……………………………………………………………...8 1.3.1. Why does this Study focus on the U.S. Environmental Protection Agency? ….8 1.3.2. Why does this Study focus on the Era from 1970 to 2000? …………………...9 1.3.3. Subject, Method and Procedures……………………………………………...11 2. The EPA Context: Origins, Principles and Legacies………………………………….20 2.1. The Context of the EPA’s Organization……………………………………………..20 2.1.1. The EPA’s Goals, Responsibilities and Functions……………………………22 2.1.2. Organizational Structure……………………………………………………....23 2.1.3. Environmental Regulation Process……………………………………………32 2.2. Political Involvement in the EPA’s Decision-making and Development…………...34 2.2.1. The President, his Administration, and the EPA……………………………...34 2.2.2. Congress and the EPA………………………………………………………...38 2.2.3. Courts………………………………………………………………………….41 2.2.4. Interest Groups………………………………………………………………...47 3. The Historical Context: Shaping the EPA, and its Changing Roles………………….61 3.1. The EPA under the Nixon-Ford Administration…..………………………………... 62 Liu iv 3.1.1. Environmental Understanding from President Nixon………………………...62 3.1.2.
    [Show full text]
  • Serve to Lead | James Strock
    James Strock Leadership Development James Strock is a writer, speaker, entrepreneur, lawyer, and reformer in business, government, and politics, in the United States and abroad. He is a practitioner, writer and speaker on leadership, management, and communication. He also presents seminars, and facilitates company and professional firm meetings and retreats, and serves as an emcee. Strock strives to bridge the realms of thought and action. His extensive knowledge of and experience with leadership issues in various sectors, and from history, constitute a resource of wide application. His messages of servant leadership and excellence catalyze extraordinary performance by people and organizations in any setting and across all functions. He is a prolific and award-winning writer, whose most recent book is Serve to Lead 2.0: 21st Century Leaders Manual. It has been praised as “the essential guidebook for 21st century leadership.” Strock’s books are widely used in business and not-for profit organizations, educational institutions, government agencies and the military. James Strock is also a contributor to the Encyclopedia of Leadership (Goethals and Sorenson, eds.), writing the articles on Winston S. Churchill, Ronald Reagan, and Theodore Roosevelt. In addition to extensive business experience, he has served as a senior executive in government. From 1991-97 Strock served in Governor Pete Wilson’s cabinet as California’s founding Secretary for Environmental Protection. Following confirmation by the state senate, he led the Cal/EPA, an organization comprising 4000 employees, achieving worldwide environmental, energy and economic impact. He also served on the Intergovernmental Policy Advisory Committee to the U.S. Trade Representative.
    [Show full text]
  • Regulating Commuters to Clear the Air: Some Difficulties in Implementing a National Program at the Local Level Thomas O
    McGeorge Law Review Volume 27 | Issue 4 Article 5 1-1-1996 Regulating Commuters to Clear the Air: Some Difficulties in Implementing a National Program at the Local Level Thomas O. McGarity University of Texas School of Law Follow this and additional works at: https://scholarlycommons.pacific.edu/mlr Part of the Law Commons Recommended Citation Thomas O. McGarity, Regulating Commuters to Clear the Air: Some Difficulties in Implementing a National Program at the Local Level, 27 Pac. L. J. 1521 (1996). Available at: https://scholarlycommons.pacific.edu/mlr/vol27/iss4/5 This Symposium is brought to you for free and open access by the Journals and Law Reviews at Scholarly Commons. It has been accepted for inclusion in McGeorge Law Review by an authorized editor of Scholarly Commons. For more information, please contact [email protected]. Regulating Commuters to Clear the Air: Some Difficulties in Implementing a National Program at the Local Level Thomas 0. McGarity* TABLE OF CONTENTS I. INTRODUCTION ............................................ 1523 I. THE PROBLEM OF AUTOMOBILE EMISSIONS IN URBAN AREAS ....... 1524 A. Health and EnvironmentalEffects of PhotochemicalOxidants.. 1524 B. The Contributionof Automobile Emissions ................. 1526 I. INSPECTION AND MAINTENANCE AS A TOOL FOR FIGHTING URBAN SMOG .................................................... 1528 IV. HISTORY OF INSPECTION AND MAINTENANCE UNDER THE CLEAN AIR A CT .................................................. 1535 A. State of Regulation Priorto 1970 ........................ 1535 B. The Clean Air Act Amendments of 1970 ................... 1538 C. Implementation of the 1970 Amendments .................. 1540 1. Promulgatingthe NationalAmbient Air Quality Standards . 1540 2. PromulgatingEmissions Standardsfor Automobiles ...... 1541 3. Writing the OriginalState Implementation Plans ......... 1543 a. EPA's SIP Guidelines ........................... 1544 b.
    [Show full text]
  • James Strock General Bio
    James Strock General Bio James Strock is a writer, speaker, entrepreneur, lawyer, and reformer in business, government, and politics, in the United States and abroad. Strock founded the Serve to Lead Group in 1997. The Company’s service includes: leadership development; Environmental-Social-Governance; and various roles and tasks in entrepreneurial, financial, and not-for-profit enterprises. Entrepreneur Strock is dedicated to serving organizations and teams and individuals, helping them create extraordinary value for an ever-expanding number of stakeholders. He has served in a wide range of roles, from chief executive to board member to consultant; from starting a business or a public agency; to serving as an author and speaker, adviser, and mentor. He is skilled at assembling and managing project teams, including diverse disciplines in dispersed locations. His service spans the public, private, not-for-profit sectors, as well as the military. Among the sectors and functions he has served: finance, manufacturing, transportation, technology, defense, aerospace, health care, real estate, chemicals, management, communications, crisis communications, marketing, sales, environmental safety and health, remediation, clean tech, sustainability, energy, professional services, and medical cannabis. Author | Speaker James Strock is a recognized authority and renowned speaker on 21st century leadership, from business to government and politics, to the military. He also presents seminars, and facilitates company and firm meetings and retreats, and serves as an emcee. Strock is a prolific and award-winning writer, whose most recent book is Serve to Lead 2.0: 21st Century Leaders Manual. Citizen Service In addition to extensive business experience, he has served at high levels of government.
    [Show full text]
  • Filed by the Registrant [ ]
    SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to § 240.14a-12 CVR ENERGY, INC. (Name of Registrant as Specified In Its Charter) 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 LP3 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 BOB G. ALEXANDER SUNGHWAN CHO GEORGE W. HEBARD III VINCENT J. INTRIERI SAMUEL MERKSAMER STEPHEN MONGILLO DANIEL A. NINIVAGGI JAMES M. STROCK GLENN R. ZANDER (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials.
    [Show full text]
  • Amendment No
    SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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) February 16, 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 / /. 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).
    [Show full text]