<SEC-DOCUMENT>0000928464-12-000019.txt : 20120314
<SEC-HEADER>0000928464-12-000019.hdr.sgml : 20120314
<ACCEPTANCE-DATETIME>20120314091708
ACCESSION NUMBER:		0000928464-12-000019
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20120314
DATE AS OF CHANGE:		20120314

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CVR ENERGY INC
		CENTRAL INDEX KEY:			0001376139
		STANDARD INDUSTRIAL CLASSIFICATION:	PETROLEUM REFINING [2911]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-83522
		FILM NUMBER:		12689005

	BUSINESS ADDRESS:	
		STREET 1:		2277 PLAZA DRIVE
		STREET 2:		SUITE 500
		CITY:			SUGAR LAND
		STATE:			TX
		ZIP:			77479
		BUSINESS PHONE:		(281) 207-7711

	MAIL ADDRESS:	
		STREET 1:		2277 PLAZA DRIVE
		STREET 2:		SUITE 500
		CITY:			SUGAR LAND
		STATE:			TX
		ZIP:			77479

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ICAHN CARL C
		CENTRAL INDEX KEY:			0000921669
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O ICAHN ASSOCIATES CORP.
		STREET 2:		767 FIFTH AVE., SUITE 4700
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10153
		BUSINESS PHONE:		212-702-4300

	MAIL ADDRESS:	
		STREET 1:		C/O ICAHN ASSOCIATES CORP.
		STREET 2:		767 FIFTH AVE., SUITE 4700
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10153

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ICAHN CARL C ET AL
		DATE OF NAME CHANGE:	19950612
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>cvisch13da031412.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE TO/A
    (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)

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

                                 IEP Energy LLC
                               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)*

                         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:                                     AMOUNT OF FILING FEE:
$2,219,678,130*                                            $254,375.11**

*    Calculated  solely  for  purposes  of  determining  the  filing  fee.  The
     transaction  value  was  calculated as follows: 73,989,271 shares of common
     stock  of the Issuer multiplied by $30 per share. The number of shares used
     in  the  transaction  value  calculation  is based on the 86,573,498 shares
     stated to be issued and outstanding according to the Issuer in its Form 10Q
     filed  with  the  Securities  and Exchange Commission on November 7, 20111,
     less  12,584,227 shares beneficially owned, as of February 22, 2012, by the
     Offeror  and  its  affiliates.

**   The  amount  of  the filing fee was calculated in accordance with Rule 0-11
     of  the  Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
     #3  for  fiscal  year  2012,  issued September 29, 2011, by multiplying the
     transaction  value  by  0.0001146.

/x/  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: $254,375.11             Filing Party: Icahn Enterprises
                                                                Holdings LP

Form or registration no.: Schedule TO-T         Date Filed: February 23, 2012

/ /  Check  the  box  if the filing relates solely to preliminary communications
     made  before  the  commencement  of  a  tender  offer.

<PAGE>

Check  the  appropriate  boxes  below to designate any transactions to which the
statement  relates:

/x/  third party tender offer subject to Rule 14d-1
/ /  going-private transaction subject to Rule 13e-3
/ /  issuer tender offer subject to Rule 13e-4
/x/  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:  / /


<PAGE>

                     COMBINED SCHEDULE TO AND SCHEDULE 13D

     * Introductory Note: IEP Energy LLC and Icahn Enterprises Holdings L.P. are
co-bidders  for  all  purposes  in  the  Offer. IEP Energy LLC is a wholly-owned
subsidiary  of  Icahn  Enterprises  Holdings  L.P.

     This  Amendment  No. 2 amends and supplements the Tender Offer Statement on
Schedule  TO  filed  on  February 23, 2012 (as previously amended, the "Schedule
TO")  relating  to  the  offer  by  IEP Energy LLC, a Delaware limited liability
company  ("IEP  Energy") and Icahn Enterprises Holdings L.P., a Delaware limited
partnership  ("Icahn  Enterprises  Holdings",  and together with IEP Energy, the
"Offeror"),  to  purchase  for  cash all of the issued and outstanding shares of
common  stock,  par  value  $0.01  per share (the "Common Stock") of CVR Energy,
Inc.,  a  Delaware  corporation  ("CVR"), including the associated rights issued
pursuant  to the Rights Agreement, dated as of January 13, 2012, between CVR and
American  Stock  Transfer & Trust Company, LLC, as Rights Agent, that are issued
and outstanding (the "Rights", and together with the Common Stock, the "Shares")
at  a  price  of  $30.00  per  Share,  without  interest  and  less any required
withholding  taxes,  plus  one nontransferable contingent cash payment right for
each  Share.  Both  IEP Energy and Icahn Enterprises Holdings are co-bidders for
all  purposes  in  the  Offer.  Capitalized  terms used herein and not otherwise
defined  have  the  respective  meanings  ascribed  in  the  Schedule  TO.

     The  Offer is subject to the terms and conditions set forth in the Offer to
Purchase,  dated  February  23,  2012  (the  "Offer  to Purchase"). The Offer to
Purchase,  the  related  Letter of Transmittal (the "Letter of Transmittal") and
Notice  of  Guaranteed Delivery, copies of which are attached hereto as Exhibits
(a)(1)(i),  (a)(1)(ii)  and  (a)(1)(iii),  respectively, constitute the "Offer".

     As  permitted  by General Instruction F to Schedule TO, the information set
forth  in the entire Offer to Purchase, the Letter of Transmittal and the Notice
of  Guaranteed  Delivery,  including  all  appendices,  schedules,  exhibits and
annexes  thereto,  is  hereby expressly incorporated by reference in response to
Items  1  through  11 of this Schedule TO and is supplemented by the information
specifically  provided  herein.

     As  permitted  by General Instruction G to Schedule TO, this Schedule TO is
also  an  amendment  to the joint statement on Schedule 13D filed on January 13,
2012,  as  amended,  by Icahn Enterprises Holdings, Icahn Partners LP, a limited
partnership  governed  by the laws of Delaware, Icahn Partners Master Fund LP, a
limited  partnership  governed by the laws of the Cayman Islands, Icahn Partners
Master  Fund  II  LP,  a  limited partnership governed by the laws of the Cayman
Islands,  Icahn  Partners  Master Fund III LP, a limited partnership governed by
the  laws  of  the  Cayman  Islands,  High  River Limited Partnership, a limited
partnership  governed by the laws of Delaware, Hopper Investments LLC, a limited
liability  company  governed  by  the  laws  of  Delaware,  Barberry  Corp.,  a
corporation  governed  by  the  laws  of  Delaware,  Icahn Onshore LP, a limited
partnership  governed  by  the  laws  of  Delaware, Icahn Offshore LP, a limited
partnership  governed  by  the  laws  of  Delaware,  Icahn Capital LP, a limited
partnership  governed  by  the laws of Delaware, IPH GP LLC, a limited liability
company  governed  by  the  laws of Delaware, Icahn Enterprises Holdings L.P., a
limited  partnership  governed  by  the laws of Delaware, Icahn Enterprises G.P.
Inc.,  a  corporation  governed  by  the  laws  of  Delaware,  Beckton  Corp., a
corporation  governed  by the laws of Delaware, and Carl C. Icahn (collectively,
the  "Icahn  Entities").

ITEMS 1-11.

     Items  1  through 11 of the Schedule TO are hereby amended and supplemented
by  the  addition  of  the  following:

     On  March  14,  2012,  the  Offeror  issued a press release relating to the
Offer.  A copy of this press release is filed herewith as Exhibit (a)(5)(iv) and
incorporated  herein  by  reference.

ITEM 12. EXHIBITS

Exhibit          Description
-------          -----------
(a)(5)(iv)       Press Release issued by the Offeror, dated March 14, 2012.

<PAGE>

                                   SIGNATURES

     After  due  inquiry  and  to the best of my knowledge and belief, I certify
that  the information set forth in this statement is true, complete and correct.

                                            ICAHN PARTNERS LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND II LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND III LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            HIGH RIVER LIMITED PARTNERSHIP
                                              BY:  HOPPER INVESTMENTS LLC, ITS
                                                   GENERAL PARTNER
                                              BY:  BARBERRY CORP., ITS SOLE
                                                   MEMBER


                                              By:  /s/ EDWARD MATTNER
                                                   ------------------
                                                   Name:  EDWARD MATTNER
                                                   Title: AUTHORIZED SIGNATORY


                                            HOPPER INVESTMENTS LLC
                                              BY:  BARBERRY CORP., ITS SOLE
                                                   MEMBER


                                              By:  /s/ EDWARD MATTNER
                                                   ------------------
                                                   Name:  EDWARD MATTNER
                                                   Title: AUTHORIZED SIGNATORY


                                            BARBERRY CORP.


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN ONSHORE LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY









                                            ICAHN OFFSHORE LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN CAPITAL LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            IPH GP LLC


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN ENTERPRISES HOLDINGS L.P.
                                            BY:  ICAHN ENTERPRISES G.P. INC.,
                                                 ITS GENERAL PARTNER


                                            By:  /s/ DOMINICK RAGONE
                                                 -------------------
                                                 Name:  DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER


                                            IEP ENERGY LLC
                                            BY:  ICAHN ENTERPRISES HOLDINGS
                                                 L.P., ITS SOLE MEMBER
                                            BY:  ICAHN ENTERPRISES G.P. INC.,
                                                 ITS GENERAL PARTNER


                                            By:  /s/ DOMINICK RAGONE
                                                 -------------------
                                                 Name:  DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER

                                            ICAHN ENTERPRISES G.P. INC.


                                            By:  /s/ DOMINICK RAGONE
                                                 -------------------
                                                 Name:  DOMINICK RAGONE
                                                 Title:  CHIEF FINANCIAL OFFICER


                                            BECKTON CORP.


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            /s/ CARL C. ICAHN
                                            -----------------
                                            Name:  CARL C. ICAHN

Date: March 14, 2012

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION
-----------     -----------
(a)(1)(i)       Offer to Purchase, dated February 23, 2012*

(a)(1)(ii)      Letter of Transmittal (including Guidelines for Certification of
                Taxpayer Identification Number)*

(a)(1)(iii)     Notice of Guaranteed Delivery*

(a)(1)(iv)      Letter to Brokers, Dealers, Commercial Banks, Trust Companies
                and Other Nominees*

(a)(1)(v)       Letter to Clients*

(a)(5)(i)       Summary Advertisement as published in the New York Times, by the
                Offeror, on February 23, 2012*

(a)(5)(ii)      Press Release of the Offeror, dated February 16, 2012
                (incorporated by reference to Exhibit 1 to the Schedule TO-C
                filed by the Offeror with the Securities and Exchange Commission
                on February 17, 2012)*

(a)(5)(iii)     Press Release of the Offeror, dated March 9, 2012 (incorporated
                by reference to Exhibit 1 to Amendment No. 1 to Schedule TO-C
                filed by the Offeror with the Securities and Exchange Commission
                on March 9, 2012)*

(a)(5)(iv)      Press Release of the Offeror, dated March 14, 2012 (filed
                herewith)

(b)             None.

(d)             None.

(g)             None.

(h)             None.
_____________________
*  Previously Filed
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>cvi031412ex1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
FOR IMMEDIATE RELEASE

             ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF CVR ENERGY


CONTACT: SUSAN GORDON, (212) 702-4309

New  York,  New  York, March 14, 2012 - Carl C. Icahn today issued the following
open  letter  to  shareholders  of  CVR  Energy,  Inc.:

Dear CVR Shareholders,

     On March 12, a major news organization published commentary about my record
and  intentions  at your company which prompt me to respond directly to you. The
piece  was  so fraught with inflammatory rhetoric and reasons not to tender your
stock  that  I would not be surprised if it was written by a PR firm paid for by
CVR.  I  am  amazed  that  a  reputable media organization would publish it.

     The  article  implied  that  I "burned" other shareholders to achieve a 35%
return  in  2011,  a  charge that is outrageous and ill-informed. Let me set the
record  straight.  The returns I achieved in 2011 were by working assiduously to
increase the value of stocks like Biogen, Chesapeake Energy, Motorola, Take-Two,
Regeneron,  among  others,  which  led  to  gains of billions of dollars for ALL
shareholders,  not  just  my  firm.

     It  is a common charge that corporate activists like myself are only out to
line our own pockets, a charge invariably leveled by PR firms hired by companies
we target. The truth is, we almost invariably target companies where managements
have  repeatedly  failed to deliver. It is often only outside activists that can
force  them  to  change  direction  for the benefit of you, the shareholders.

     In  fact,  over  the last few years, our actions have led to an increase in
aggregate  market value of more than $55 billion for shareholders at well over a
dozen  companies  we  have targeted that had a market value of under $20 billion
when  we  first  invested.

     In  addition  to  those  mentioned above, these stocks include Genzyme, BEA
Systems, Lawson Software, Mentor Graphics, ImClone, Kerr-McGee, Fairmont Hotels,
Take-Two, Anadarko, Korea Tobacco and many others. Despite what certain PR firms
and  others  would have you believe, it is obvious that our activities have been
to  the  benefit  of ALL shareholders, not just us. I believe our activities are
positive  for  our  economy.

     In  this  regard I recommend an article in the Journal of Applied Corporate
Finance  entitled "Is Carl Icahn Good for Long-Term Investors?" which concluded,
among  other  things"a  significant  numberof  Icahn's  targets  ended  up being
acquired  or  taken  private  within  18  months  of his initial investment. The
shareholders  of  those companies earned abnormal returns of almost 25% from the
time  of  Icahn's initial investment through the sale of the company." I believe
that  as a result of our involvement, not only did all shareholders benefit, but
that  these  companies  became  more  productive  and  more  competitive.

     From  our  perspective  as long-term and highly successful investors in the
energy  sector,  we believe that the only way to release value at CVR is for the
company  to  be  sold  or  broken up at this time. With our tender offer, we are
offering  shareholders  a  win-win.  If  our  offer  is successful and our board
nominees  are  elected, we believe that a sale of the company in an open auction
process  is possible, thus giving shareholders an opportunity for greater profit
as  a  result  of  owning  the  contingent  value  right  embedded in our offer.

     But  even  if  we are unable to sell the company, you the shareholders will
still  have received $30 per share for a stock that closed at $26.78 on March 13
and  has  never  closed  above  our  offer.

     With  your support, our tender offer can be successful and we will have the
opportunity  to  demonstrate our value-creation abilities at CVR as we have done
many  times in the past. However, if less than 36% of the outstanding shares are
tendered  to  us  in  our  offer  on  March  23,  we  will  respect the views of
shareholders  and  move  on  to  pursue  other  opportunities.

Sincerely,

Carl C. Icahn


<PAGE>

************
NOTICE  TO  INVESTORS
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER  TO  PURCHASE  NOR  A  SOLICITATION  FOR  ACCEPTANCE  OF  THE TENDER OFFER
DESCRIBED  ABOVE. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE
DATED  FEBRUARY 23, 2012 AND RELATED DOCUMENTS THAT CARL C. ICAHN AND CERTAIN OF
HIS  AFFILIATES  DISTRIBUTED  TO HOLDERS OF COMMON STOCK OF CVR ENERGY, INC. AND
FILED  WITH  THE SECURITIES AND EXCHANGE COMMISSION ("SEC") AS EXHIBITS TO THEIR
SCHEDULE TO. HOLDERS OF COMMON STOCK SHOULD READ CAREFULLY THE OFFER TO PURCHASE
AND  RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS  TERMS  OF,  AND  CONDITIONS  TO, THE OFFER. HOLDERS OF COMMON STOCK MAY
OBTAIN A FREE COPY OF THE SCHEDULE TO, THE OFFER TO PURCHASE AND OTHER DOCUMENTS
FROM  THE  SEC  AT  THE  SEC'S  WEB  SITE  AT  WWW.SEC.GOV.

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  FILED  WITH  THE  SECURITIES  AND EXCHANGE COMMISSION ON FEBRUARY 16, 2012.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
