Carl Icahn's refiner sold stock to fund its $4.2 billion buy. Icahn sold none

Icahn's refiner raised money, and Icahn kept his shares

Carl Icahn's refiner, CVR Energy, sold $500 million of new stock to help pay for two Marathon Petroleum refineries it agreed to buy for about $4.2 billion. Icahn's side, run from Sunny Isles Beach, sold none of its own shares, though CVR first planned to include some.

Why it matters: CVR is the biggest holding of Icahn Enterprises, about $3.6 billion of its assets at Sept. 30, the company says. From Oct. 30 to Nov. 9, CVR's stock fell about 33%, a paper drop of about $1.37 billion for Icahn's side, by our arithmetic. No record states why the stock fell.

The story so far: CVR announced the refinery deal Nov. 3. Icahn Enterprises took control of CVR through a tender offer in May 2012.

The deal

CVR agreed to buy Marathon's refineries in St. Paul Park, Minn., and Mandan, N.D., with their marketing business, its Nov. 3 release says. The price is about $4.2 billion plus working capital. Marathon's own quarterly release puts the sale at $4.2 billion: $3.45 billion to Marathon and $750 million to its pipeline unit, MPLX. Oil & Gas Journal reported the same split. Reuters called CVR "Carl Icahn-controlled," and Law360 called it "Carl Icahn-backed."

St. Paul Park can refine 105,000 barrels a day and Mandan 72,000. The marketing business supplies up to 590 branded stations across the Upper Midwest and Northern Great Plains. CVR says its capacity would rise from about 207,000 to about 384,000 barrels a day. The St. Paul Park plant dates to 1939 and employs about 375 people, MPR News reported.

CVR's Nov. 3 release described $2.5 billion of committed secured debt from Barclays, Wells Fargo and Mizuho. Its Nov. 9 pitch to lenders, marked a preliminary draft, splits that into a proposed $1.5 billion seven-year term loan and $1 billion of other secured debt.

The slides put the whole deal at $5.2 billion. Besides the $2.5 billion of debt, the money comes from $1.3 billion of new equity, a $308 million draw on a credit line, $792 million of cash and $300 million from a crude oil supply financing deal. It pays for the $4.2 billion purchase, $650 million of working capital, $185 million to pay off notes due 2028 and $165 million of fees and expenses.

CVR's notes due 2031 and 2034 will become secured alongside the new debt, its release says. CVR's board approved the deal unanimously. It expects to close by the end of 2026, once federal antitrust review clears it.

CVR says the business it is buying earned about $1.2 billion before interest, taxes, depreciation and amortization in the year to Sept. 30. It says the deal would have lifted its earnings per share for the first nine months of 2026 from $3.73 to $7.67. Icahn Enterprises says the price is less than 3.5 times its management's estimate of that measure for 2026. The lender slides put the combined company at about $1.9 billion on that measure, with total debt about two times that.

The $500 million pledge was never needed

An Icahn Enterprises unit, American Entertainment Properties Corp., agreed to buy up to $500 million of CVR's non-voting convertible preferred stock, Icahn's Nov. 3 ownership filing says. The price was $53.37 a share, "the same price per share to be paid by a commercial counterparty."

The pledge shrank dollar for dollar with any cash CVR raised by selling shares to the public first. It ended once CVR raised at least $500 million that way. "If the Equity Offering is completed, AEP will not have any funding obligation," the filing says.

CVR agreed to pay the unit a non-refundable fee of 1% of the pledge on signing, plus its expenses. On $500 million that is about $5 million, by our arithmetic. No record we read confirms the fee was paid. A special committee of CVR's independent directors recommended the terms, and the board approved them.

On Nov. 3 CVR launched a $750 million public sale of common stock, its preliminary prospectus says. Of that, $500 million was new CVR shares and $250 million was shares from IEP Energy Holding, an Icahn Enterprises subsidiary with a Sunny Isles Beach address. The sale as CVR priced it had none of the Icahn shares. It sold 10,515,248 new shares at $47.55 each, for $500,000,042.40, before $10,000,000.85 of underwriting costs.

"The Reporting Persons and their affiliates did not sell Shares as selling stockholders in the Equity Offering," Icahn's Nov. 6 filing says. It adds that none of them traded CVR shares in the past 60 days. Seeking Alpha and Billionaires.Africa also reported that the priced sale left out the Icahn shares. No record gives a reason.

The sale closed Nov. 5, with gross proceeds past the $500 million mark in the pledge terms. So the pledge was not needed and was never funded, under the filings' terms. Billionaires.Africa reported that raising $500 million "also ends a pledge by Icahn Enterprises to buy up to $500 million of CVR's mandatory convertible preferred stock."

On Nov. 3 the two Icahn units, American Entertainment Properties and IEP Energy Holding, each signed a 30-day lock-up letter with the underwriters, subject to customary exceptions, the Nov. 6 filing says. The preferred at $53.37 and the common at $47.55 are different kinds of stock, so their prices do not compare directly.

Icahn keeps control

Icahn's side held 71,201,875 CVR shares, 70.8% of the stock, before the sale. It holds the same shares after it: 64.1% of the 111,045,847 shares outstanding, Icahn's Nov. 6 filing says. CVR's prospectus put it at about 64%, or about 63% if the underwriters buy their extra shares.

CVR's lender slides go one step further. Counting the 14,989,694 shares to be issued to the trader financing the purchase, they show Icahn Enterprises and affiliates at 56.5% and the public at 43.5%. Our arithmetic on the filings gives the same 56.5%.

CVR stays a "controlled company" under New York Stock Exchange rules. A Nov. 2 agreement lets Icahn's side name six of CVR's directors while it owns more than 50% and five while it owns 40% to 50%. The number steps down below that. That agreement "does not impose any standstill or lock-up restrictions" on Icahn's side.

Trafigura's part

Trafigura US Holdings, part of the global commodities trader, agreed to buy about 14,989,695 shares of CVR's Series A-1 non-voting convertible preferred stock at a base price of $53.37, CVR's prospectus says. CVR's release calls it "an $800 million equity investment from Trafigura."

Trafigura will be the refineries' "exclusive crude oil supply and intermediation counterparty, subject to specified exceptions," the prospectus says. Reuters reported that Trafigura becomes their exclusive crude oil supplier. The supply agreements run 10 years, with a two-year extension option, unless they end earlier. CVR "will continue to operate the refineries and retain exposure to refining margins," the prospectus says.

The stock since the sale

CVR closed at $58.37 on Oct. 30 and at $39.10 on Nov. 9, Stock Analysis and Yahoo Finance data show. That is about 33% lower, and about 18% below the $47.55 the new buyers paid, by our arithmetic.

At those closes, Icahn's side's 71,201,875 shares went from about $4.16 billion to about $2.78 billion, a paper drop of about $1.37 billion, by our arithmetic. No record we read says why the stock fell.

CVR reported its best quarter. It earned $570 million for its stockholders in the third quarter, or $5.67 a share. Dane Neumann, CVR's chief executive, called it "the best quarterly results in the Company's history on both a consolidated basis and in the Petroleum segment."

CVR pays a 10-cent quarterly dividend on Nov. 23 to holders of record Nov. 16. At that rate, Icahn's side draws about $7.1 million, by our arithmetic.

The proposed loan terms would limit CVR's payouts until $500 million of the debt is repaid. The exceptions are a general basket and a 10-cent quarterly dividend, the lender slides say. The basket is the greater of $150 million and a matching share of the company's tangible assets. These terms are proposed, not final.

The Florida company behind it

Icahn Enterprises datelined its third-quarter results "Sunny Isles Beach, Fla." on Nov. 3. It valued its CVR stake at $4.2 billion at the Oct. 30 close of $58.37.

At Sept. 30, CVR was the largest line in its asset table, $3.63 billion of $6.96 billion. Next came its investment funds, $1.37 billion, and real estate, $1.31 billion. Its indicative net asset value was about $3.5 billion: those assets plus $921 million of holding company cash, minus $4.42 billion of holding company debt.

That net asset value rose $865 million from June 30, the company said, "primarily due to an increase of approximately $1.7 billion in the value of our long position in CVI." That gain was "offset in part with a decrease of $522 million related to losses on refining hedges in the Investment Funds attributable to IEP." Its third-quarter net loss of $225 million "does not include" the CVR gain, it said.

It declared a 50-cent quarterly payout per unit, its 86th in a row since 2005. The payout goes on or about Dec. 23 to unitholders of record Nov. 16, who have until Dec. 11 to choose cash or more units.

The company moved from New York's General Motors Building to Sunny Isles Beach in 2020, Profile Miami reported then. Its October 2020 release was datelined there. Icahn's Nov. 6 filing gives Icahn Capital's Sunny Isles Beach office as his contact address.

Who's who

Carl Icahn is the billionaire chairman of Icahn Enterprises. His son, Brett Icahn, has been a CVR director since August 2025. Icahn Enterprises said in 2020 that it anticipated Brett would succeed him as its chairman, and its latest quarterly report repeats that. In 2017 Icahn was an unpaid adviser on regulation to President Donald Trump, and he stepped down that August. Dane Neumann has been CVR's president and chief executive since June 2026; he was its chief financial officer from 2021. Trafigura is a global commodities trader.

Their side

"We are thrilled to deliver on our plan to strategically grow and diversify our business," Neumann said of the deal. CVR's special committee of independent directors recommended the Icahn terms. We found no comment from Icahn.

What's next

What's next: The new term loan is set to price Thursday, Nov. 19, the lender slides say. CVR pays its dividend Monday, Nov. 23, and Icahn Enterprises its payout on or about Wednesday, Dec. 23. The underwriters' 30-day option on 1,577,287 more shares runs to about Dec. 3, and no exercise filing appears on CVR's federal filing list as of Nov. 10. The purchase is expected to close by the end of 2026, after federal antitrust review.

Sources we read

CVR Energy: 8-K and release, Nov. 3; third-quarter release, Nov. 3; preliminary prospectus supplement, Nov. 3; final prospectus supplement, Nov. 5; 8-K on the closing, Nov. 5; 8-K and lender presentation, Nov. 9; 2026 proxy statement; 2013 annual report; EDGAR filing list, Nov. 10. Icahn Enterprises Holdings, Icahn Enterprises G.P. and Carl C. Icahn: Schedule 13D/A, Amendment No. 40, Nov. 3, and Amendment No. 41, Nov. 6. Icahn Enterprises: third-quarter 2026 release, Nov. 3, and Oct. 1, 2020 release. Marathon Petroleum: third-quarter release, Nov. 3. Oil & Gas Journal, Nov. 3. Reuters via Investing.com, Nov. 3. Seeking Alpha via TradingView, Nov. 4. Billionaires.Africa (Otobong Tommy), Nov. 5. Stock Analysis and Yahoo Finance price histories, Nov. 10. MPR News, Nov. 4. Law360, Nov. 3 (lead only). Profile Miami, Aug. 17, 2020. CNBC, Oct. 1, 2020, and Aug. 18 and Aug. 20, 2017. Fortune, Aug. 18, 2017.

Correction

Correction, Nov 11, 2026: An earlier version of this story said CVR also counts on a $500 million equity pledge from its controlling shareholder to pay for the purchase. CVR's stock sale closed Nov. 5 with more than $500 million of gross proceeds, so under the pledge's terms the Icahn Enterprises unit had no funding obligation and the pledge was never funded (Icahn's Schedule 13D/A, Amendments No. 40 and 41).