Icahn Commits Up To $500 Million To CVR Energy's $4.2 Billion Refinery Deal, Wins Right To Name Six Directors
The funding pledge shrinks dollar-for-dollar with any public stock sale and lapses if CVR's offering is completed.
Icahn Enterprises Holdings, which controls CVR Energy with 71,201,875 shares, has committed to put up as much as $500 million toward CVR's $4.2 billion purchase of two Marathon Petroleum refineries. A 13D amendment, an ownership filing, also shows Icahn won board nomination rights in the deal.
A backstop that may never be drawn
CVR Energy, a holding company with petroleum refining and nitrogen fertilizer businesses, agreed on November 2 to buy the St. Paul Park, Minnesota, and Mandan, North Dakota, refineries from Marathon Petroleum units for a base cash price of $4.2 billion. The deal also includes 17% stakes in Minnesota Pipe Line Company and MPL Investments, plus Mandan's marketing business and logistics assets. It has no financing condition.
Icahn's affiliate, American Entertainment Properties, agreed to buy up to $500 million of Series A-2 non-voting mandatory convertible preferred stock at $53.37 per share. A commercial counterparty is paying the same price in a concurrent private placement.
The pledge shrinks dollar-for-dollar with cash CVR raises in public share offerings, and it ends once those offerings bring in at least $500 million. CVR announced a registered public offering on Tuesday, and if it is completed, Icahn's side has no funding obligation. The filing says the offering would reduce the Icahn group's percentage ownership. Icahn's group will not sell shares in it.
CVR must pay AEP a non-refundable commitment fee of 1.00% of the commitment, plus its expenses. The company's board approved the terms on the recommendation of a special committee of independent directors.
Six board seats while above 50%
A stockholders agreement lets Icahn Enterprises Holdings nominate six directors while it and its controlled affiliates own more than 50% of the shares. That falls to five at 40% to 50%, then to four, three, two and one at 30%, 20%, 10% and 5%. The rights include protection against dilution from new share issuances.
The agreement also gives the group shelf, demand and piggyback registration rights, which let it sell its shares in registered offerings. It may run an underwritten secondary offering before the acquisition closes, on terms it sets. It imposes no standstill or lock-up.
The preferred converts one-for-one into common stock after CVR distributes a Schedule 14C information statement and the waiting period expires. The filing puts the group's stake at 70.8% of 100,530,599 shares outstanding as of October 30.
More refining deals on the table
The filing says Icahn's group is weighing further deals with CVR, including buying material amounts of refining assets and strategic options for CVR Partners, its controlled fertilizer subsidiary. It cautions there is no assurance any will happen.
Completion of the Marathon deal requires expiration of waiting periods under the Hart-Scott-Rodino antitrust law and North Dakota's sign-off on transferring Mandan's hazardous waste permit.
The next filings to track are the Schedule 14C statement that triggers conversion of the preferred and the antitrust waiting-period clearance for the Marathon purchase.
