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CVR settles SEC probe into disclosures tied to Icahn takeover
February 14, 2017 / 11:40 PM / 8 months ago

CVR settles SEC probe into disclosures tied to Icahn takeover

NEW YORK (Reuters) - CVR Energy Inc will not pay a penalty over allegations that it made inadequate disclosures to investors during its unsuccessful defense against billionaire Carl Icahn’s 2012 hostile takeover, the U.S. Securities and Exchange Commission said on Tuesday.

The SEC announcement came two years after CVR disclosed regulators were examining whether it properly characterized fees it agreed to pay advisers Goldman Sachs and Deutsche Bank to defend against Icahn’s tender offer.

According to the SEC, the Texas-based oil refinery company made inadequate disclosures in SEC filings about “success fee” arrangements it reached with the two investment banks.

Investors as a result were unaware of the potential conflicts of interest that the banks could still earn success fees even if Icahn secured control of the company, the SEC said.

A majority of CVR shareholders ultimately accepted Icahn’s $30-per-share tender offer. The activist investor as of September had an 82 percent stake in the company, according to a regulatory filing.

CVR declined to comment. It agreed to settle the case without admitting or denying wrongdoing, and the SEC said the company would pay no penalty in light of remedial steps it had taken and its “extensive cooperation” with the probe.

Reporting by Nate Raymond in New York; Editing by David Gregorio

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