CVR Energy Provides Update on Sale Process

SUGAR LAND, Texas, May 24, 2012 /PRNewswire/ -- CVR Energy, Inc. ("CVR") (NYSE: CVI), a refiner and marketer of petroleum fuels and a majority owner of CVR Partners, LP (NYSE: UAN), a nitrogen fertilizer producer, today announced that it has engaged Jefferies & Company, Inc. to conduct the previously disclosed sale process agreed to by the previous CVR Board of Directors and certain affiliates of Carl Icahn to solicit acquisition proposals from third parties to acquire CVR. The 60-day process will begin today and end on July 23, 2012.

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Icahn Enterprises L.P. (Nasdaq: IEP), the owner of approximately 80 percent of CVR, has agreed to support any bona fide offer made during the 60-day sale process to acquire the stock or assets of CVR, as an entirety, for all-cash consideration, that results in each stockholder receiving a net amount that is equal to or exceeds $35 per share and is otherwise on terms and conditions reasonably acceptable to Icahn Enterprises. Icahn Enterprises may, but is not obligated to, accept offers that result in net consideration below $35 per share. Icahn Enterprises is not committed to supporting any cash or non-cash offer after the 60-day sale process. But in any event, if a definitive agreement for the sale of CVR at more than $30 per share is executed on or prior to August 18, 2013 and such transaction closes, holders of the contingent value rights that were issued in connection with the recently expired tender offer by Icahn Enterprises will receive the difference between $30 and the price per share at which CVR is sold.

As previously disclosed, CVR and Icahn Enterprises and its affiliates have attempted to find buyers for CVR without success. While Icahn Enterprises believes that prospective purchasers of CVR may be found during the 60-day sale process, no assurances can be given that any offers will be forthcoming or that a transaction will be completed during the 60-day process or during the subsequent 13 months. If that is the case, the contingent value rights will expire worthless.

Once the 60-day sale process ends, Icahn Enterprises will be under no obligation to attempt to sell CVR and does not currently intend to actively seek to do so. If the 60-day sale process ends without an offer for CVR being accepted, Icahn Enterprises currently intends to focus on operating CVR's business for the benefit of its shareholders because Icahn Enterprises believes that continual shopping of CVR could be disruptive to its operations.

It is possible that a sale of CVR, or all or substantially all of its assets, will not occur. Further, it is possible that CVR may sell assets that constitute less than all or substantially all of the assets, in which case holders of contingent value rights will not become entitled to any payments. However, no partial sales of assets will take place during the 60-day sale process.

Promptly following the end of the 60-day sale process, if CVR has not been sold and such information has not previously been disclosed, Icahn Enterprises or CVR will issue a news release or otherwise provide to holders of the contingent value rights a notice describing the results of the efforts in attempting to sell CVR (including the number of indications of interest received, the number of bona fide offers that resulted from such indications of interest, and a brief description of the reasons why such offers were not accepted) and the aggregate amount of fees and expenses incurred during such period with respect to those efforts. Otherwise, neither Icahn Enterprises nor CVR will be commenting on the sale process, except as may be required by applicable law.

About CVR Energy, Inc.

Headquartered in Sugar Land, Texas, CVR Energy, Inc.'s subsidiary and affiliated businesses operate independent refining assets in Coffeyville, Kan. and Wynnewood, Okla. with more than 185,000 barrels per day of processing capacity, a marketing network for supplying high value transportation fuels to customers through tanker trucks and pipeline terminals, and a crude oil gathering system serving Kansas, Oklahoma, western Missouri, southwestern Nebraska and Texas.  In addition, CVR Energy subsidiaries own a majority interest in and serve as the general partner of CVR Partners, LP, a producer of ammonia and urea ammonium nitrate, or UAN, fertilizers.

Forward Looking Statements

This new release may contain forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "explore," "evaluate," "intend," "may," "might," "plan," "potential," "predict," "seek," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These risks and uncertainties may include, but are not limited to, the risk factors and other disclosures included in our Annual Report on Form 10-K for the year ended Dec. 31, 2011, and any subsequently filed quarterly reports on Form 10-Q. These risks may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof.

SOURCE CVR Energy, Inc.