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CVI > SEC Filings for CVI > Form 8-K on 14-Jun-2013All Recent SEC Filings

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Completion of Acquisition or Disposition of Assets, Financial Statements and Exhib

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description of the Transactions provided below under Item 9.01 is incorporated in this Item 2.01 by reference.

Item 9.01 Financial Statements and Exhibits.

Pro Forma Financial Information.

CVR Energy, Inc. ("CVR Energy") indirectly owns a majority of the common units representing limited partner interests in CVR Refining, LP (the "Partnership"). In addition, CVR Energy also indirectly owns CVR Refining GP, LLC, the general partner of the Partnership and CVR Refining Holdings, LLC ("CVR Refining Holdings").

On May 20, 2013, the Partnership sold 12,000,000 common units representing limited partner interests in the Partnership ("Common Units") in an underwritten offering (the "Underwritten Offering"), and used the net proceeds thereof to redeem an equal number of common units from CVR Refining Holdings. On May 29, 2013, an affiliate of CVR Refining Holdings completed the sale of 2,000,000 Common Units to American Entertainment Properties Corp., an affiliate of Icahn Enterprises LP. On June 10, 2013, the Partnership sold 1,209,236 Common Units to the underwriters of the Underwritten Offering pursuant to their option to purchase additional common units. The Partnership used the net proceeds from the sale pursuant to the option exercise to redeem an equal number of common units from CVR Refining Holdings. The transactions referred to in this paragraph are collectively referred to as the "Transactions."

Attached as Exhibit 99.1 to this Current Report on Form 8-K is the unaudited pro forma consolidated balance sheet of CVR Energy as of March 31, 2013 and the unaudited pro forma consolidated statement of operations of CVR Energy for the three months ended March 31, 2013 and for the year ended December 31, 2012 and the accompanying notes. The pro forma financial statements of CVR Energy give effect to each of the Transactions as if they had occurred on January 1, 2012 (for each pro forma statement of operations) and March 31, 2013 (for the pro forma balance sheet).

(d) Exhibits.

Number    Description of the Exhibit

 99.1     Unaudited pro forma consolidated financial statements of CVR Energy, Inc.

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