SCHEDULE 13D/A: Icahn-Controlled Entity Initiates Significant Share Purchase Plan for CVR Energy

American Entertainment Properties Corp., an entity controlled by Carl C. Icahn, has established a Rule 10b5-1 trading plan to acquire up to 13.36 million additional shares of CVR Energy, Inc. common stock.

Summary

• American Entertainment Properties Corp. (Purchaser), a Delaware corporation controlled by Carl C. Icahn, entered into a Rule 10b5-1 Purchase Plan with Jefferies LLC (Broker) on February 21, 2025.
• The purpose of the plan is to acquire shares of common stock of CVR Energy, Inc. (the Issuer).
• The Broker is authorized to begin purchasing shares on March 23, 2025.
• The plan allows for the purchase of up to an aggregate of 13,356,539 Shares.
• The plan will terminate on the earliest of several conditions, including reaching the total purchase amount or February 21, 2026.
• As of February 14, 2025, the Reporting Persons (Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Carl C. Icahn) beneficially own 67,570,593 Shares of CVR Energy, Inc., representing 67.2% of the outstanding shares.
• The percentages are based on 100,530,599 outstanding Shares as of February 14, 2025.
• The Purchaser represents that it is not aware of any material nonpublic information concerning the Issuer and is entering the plan in good faith.
• The Purchaser agrees not to communicate material nonpublic information to Broker employees involved in execution and will not adopt other Rule 10b5-1 plans for CVR Energy shares while this plan is in effect.
• Purchases will be made under ordinary principles of best execution at prevailing market prices, with a commission not greater than $0.003 per Share purchased.

Sentiment

Score: 8

Explanation: The establishment of a significant share purchase plan by a major, long-term shareholder like Carl C. Icahn's entity indicates strong confidence in the company's value and future prospects, which is generally a very positive signal for the market.

Positives

• A major beneficial owner, Carl C. Icahn's controlled entity, is increasing its stake in CVR Energy, signaling confidence in the company's future.
• The use of a Rule 10b5-1 plan demonstrates a structured, pre-planned approach to share acquisition, designed to comply with securities laws and avoid insider trading concerns.

Risks

• The purchase plan may be suspended or terminated under various conditions, including market disruptions, banking moratoriums, trading suspensions, or outbreaks of hostilities.
• Suspension can also occur if Broker determines it is prohibited by legal, contractual, or regulatory restrictions applicable to it or the Purchaser.
• The plan may be suspended if Broker determines that purchases would materially impact the trading price for the Shares.
• The plan will terminate if the Issuer or any other person publicly announces a tender or exchange offer, or a merger, acquisition, reorganization, recapitalization, or comparable transaction affecting CVR Energy's securities.
• The plan will terminate upon notice of the commencement or impending commencement of any proceedings related to the Purchaser's bankruptcy or insolvency.

Future Outlook

American Entertainment Properties Corp. intends to acquire up to an additional 13,356,539 shares of CVR Energy, Inc. common stock through a Rule 10b5-1 trading plan, with purchases commencing on March 23, 2025, and continuing until the earlier of the full execution of the plan or February 21, 2026.

Management Comments

• American Entertainment Properties Corp. is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade compliance with Federal securities laws.
• American Entertainment Properties Corp. is not aware of any material nonpublic information concerning CVR Energy, Inc. or its securities as of the date of the plan.

Industry Context

This filing reflects a strategic move by a significant activist investor, Carl C. Icahn, to increase his controlled entity's stake in CVR Energy, Inc. Such an increase in ownership by a major shareholder can be interpreted by the market as a vote of confidence in the company's long-term prospects or a precursor to further strategic involvement.

Stakeholder Impact

• Shareholders: Increased beneficial ownership by a prominent investor may signal confidence and potentially lead to positive share price movement.
• Management: The increased stake could imply greater oversight or influence from the Icahn entities.

Next Steps

• Jefferies LLC will commence purchasing shares of CVR Energy, Inc. on behalf of American Entertainment Properties Corp. starting March 23, 2025, in accordance with the 10b5-1 plan.
• Purchaser will be responsible for timely compliance with reporting and filing requirements under Sections 13(d), 13(g), and 16 of the Exchange Act.

Key Dates

Recommendation

Keywords

CVR Energy, Icahn Enterprises, Carl C. Icahn, 10b5-1 plan, share purchase, stock acquisition, SEC filing, Schedule 13D, beneficial ownership, Jefferies LLC