CVR REFINING, LP (NYSE:CVRR) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

CVR REFINING, LP (NYSE:CVRR) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

On January17, 2019, CVR Refining GP, LLC (the “General Partner”), a Delaware limited liability company and the general partner of CVR Refining, LP, a Delaware limited partnership (the “Partnership”), notified the Partnership that (1)the General Partner has assigned to CVR Energy,Inc., a Delaware corporation (“CVI”) 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 (“Common Units”) not already owned by the General Partner or its affiliates (the “Call Right”) and (2)CVI has elected to exercise the 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”). Also, on January17, 2019, CVI 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, or $60,375,000 in the aggregate (the “IEP Purchase,” and together with the Call Purchase, the “Purchase”).

As a result of the Purchase, CVI will own, directly or indirectly, 100 percent of the Partnership’s Common Units and there will no longer be a public market for the Common Units. Therefore, the Partnership intends to withdraw voluntarily its Common Units from listing on the New York Stock Exchange and from registration on the NYSE under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to file a Form25 with the Securities and Exchange Commission (the “SEC”) to withdraw voluntarily the Common Units from listing on the NYSE and from registration on the NYSE under Section12(b)of the Exchange Act. The Partnership expects that the Common Units will continue to be listed through January28, 2019 and will no longer be listed effective January29, 2019. Furthermore, the Partnership intends to file with the SEC a Form15 upon effectiveness of the Form 25 to suspend the reporting obligations of the Partnership under Sections 13(a)and 15(d)of the Exchange Act.

Item 7.01 Regulation FD Disclosure.

On January18, 2019, CVI’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.

On January17, 2019, the Partnership issued a press release announcing that, on such date, CVI has elected to exercise the Call Right. 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: