CVR ENERGY,INC. (NYSE:CVI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On January17, 2019, CVR Energy,Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with American Entertainment Properties Corp. (“AEP”) and Icahn Enterprises Holdings L.P. (“IEP”), to which, on January29, 2019, all of the Common Units held by AEP and IEP will be purchased by the Company for a cash price per unit equal to the Call Price (as defined below), or $60,375,000 in the aggregate (the “IEP Purchase”). The description of the Purchase Agreement above is qualified in its entirety by reference to the full text of the agreement, attached hereto as Exhibit10.1, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January17, 2019, the Company issued a press release announcing that, on such date, (1)CVR Refining GP, LLC (the “General Partner”), the general partner of CVR Refining, LP (the “Partnership”) and an indirect wholly-owned subsidiary of the Company, has assigned to the Company its right to Section15.1(a)of the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended (the “Limited Partnership Agreement”) to purchase all of the issued and outstanding common units representing limited partner interests in the Partnership (the “Common Units”) not already owned by the General Partner or its affiliates (the “Call Right”) and (2)the Company has elected to exercise such Call Right and purchase all of the issued and outstanding Common Units not already owned by the General Partner or its affiliates for a cash purchase price, determined in accordance with the Limited Partnership Agreement, of $10.50 per unit (the “Call Price”), or $240,545,865 in the aggregate (the “Call Purchase,” and together with the IEP Purchase, the “Purchase”). The press release also announced that, on January17, 2019, the Company entered into the Purchase Agreement. In connection with the Purchase, CVR Energy intends to enter into a bridge facility in an aggregate principal amount not to exceed the amount necessary to fund the Purchase. On January18, 2019, the Company’s transfer agent, American Stock Transfer& Trust Company, LLC, will mail a Notice of Election to Purchase (as defined in the Limited Partnership Agreement and attached hereto as Exhibit99.1) to Record Holders (as defined in the Limited Partnership Agreement) of Common Units as of a record date of January17, 2019.

The press release is furnished as Exhibit99.2 to this Current Report on Form8-K and incorporated herein by reference.

The information under this Item 7.01, in Exhibit99.1 and in Exhibit99.2 in this Current Report on Form8-K is being furnished and shall not be deemed “filed” for the purpose of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01, in Exhibit99.1 and in Exhibit99.2 in this Current Report on Form8-K shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: