CVR Energy, Inc. (NYSE:CVI) made an offer to acquire an additional 25.2% stake in CVR Refining, LP (NYSE:CVRR) for approximately $1 billion on May 28, 2018. Pursuant to the terms, CVR Energy will commence a tender offer to acquire maximum number of 37.154236 million common units of CVR Refining with a stock exchange ratio of 0.6335 CVR Energy shares per CVR Refining share. Upon completion, CVR Energy will own 95% stake in CVR Refining. The offer is subject to conditions including minimum tender, listing approval of new shares, approval by CVR Energy shareholders, governmental entity approval and effectiveness of registration statement. The offer has been approved by the Board of CVR Energy on May 28, 2018. At the annual meeting, to be held on June 13, 2018, CVR Energy shareholders will be asked to vote in favor of the offer. On June 13, 2018, the transaction has been approved by CVR Energy shareholders. As of June 18, 2018, CVR Energy announced the commencement of a tender offer. The offer is scheduled to expire on July 27, 2018. As of July 27, 2018, the tender offer expired and a total of 21.6 million common units of CVR Refining were validly tendered and not properly withdrawn, and will be exchanged for an estimated 13.7 million shares of CVR Energy. Upon the completion of the transaction, VR Refining will continue to be listed on the New York Stock Exchange.

D.F. King & Co., Inc. acted as information agent whereas American Stock Transfer & Trust Company, LLC acted as exchange agent to CVR Energy. American Stock Transfer & Trust Company, LLC acted as transfer agent to CVR Refining as well. Julie M. Allen of Proskauer Rose LLP acted as legal advisor to CVR Energy, Inc.

CVR Energy, Inc. (NYSE:CVI) completed the acquisition of an additional 14.7% stake in CVR Refining, LP (NYSE:CVRR) for approximately $520 million on July 27, 2018. All of the common units that were validly tendered and not properly withdrawn have been accepted in the Exchange Offer and will be exchanged shares of CVR Energy common stock in accordance with the terms of the Exchange Offer and applicable law.