Oil Refiner Bound to Goldman, Deutsche Fee Agreements - NY Judge

Maritime Activity Reports, Inc.

September 14, 2014

CVR Energy

CVR Energy

 

CVR Energy Inc is bound by agreements to pay Goldman Sachs Group Inc and Deutsche Bank AG more than $36 million in fees and expenses stemming from billionaire investor Carl Icahn's 2012 tender offer for the oil refiner, a New York state judge has ruled.

The banks had each sued CVR in 2012, claiming CVR had hired them to provide financial advice on Icahn's ultimately successful tender offer for its stock, and agreed to the fees based on the size of the transaction.

In May 2012, Icahn won control of CVR with an 80 percent stake after a majority of shareholders accepted his $30 per share tender offer, which valued the Sugar Land, Texas-based company at about $2.6 billion.

Icahn instructed the company not to pay invoices the banks had submitted for about $18 million each in fees, the complaints said.

Manhattan Supreme Court Justice O. Peter Sherwood said in a Sept. 8 decision "the undisputed record conclusively demonstrates that CVR is bound" by the fee agreements.

Herbert Beigel, a lawyer for CVR and Icahn, declined to comment. A Goldman spokesman said the bank was pleased with the decision. Deutsche Bank did not immediately return a call seeking comment.

Last year, CVR sued its law firm Wachtell, Lipton, Rosen & Katz for professional malpractice, saying it did not disclose the terms of its revised fee agreements to company directors. That case remains pending in Manhattan federal court.

The cases are Goldman Sachs & Co v. CVR Energy Inc, New York State Supreme Court, New York County, No. 652149/2012; and Deutsche Bank Securities Inc v. CVR Energy in the same court, No. 652800/2012. (Reporting by Bernard Vaughan)

CVR Energy Inc is bound by agreements to pay Goldman Sachs Group Inc and Deutsche Bank AG more than $36 million in fees and expenses stemming from billionaire investor Carl Icahn's 2012 tender offer for the oil refiner, a New York state judge has ruled.

The banks had each sued CVR in 2012, claiming CVR had hired them to provide financial advice on Icahn's ultimately successful tender offer for its stock, and agreed to the fees based on the size of the transaction.

In May 2012, Icahn won control of CVR with an 80 percent stake after a majority of shareholders accepted his $30 per share tender offer, which valued the Sugar Land, Texas-based company at about $2.6 billion.

Icahn instructed the company not to pay invoices the banks had submitted for about $18 million each in fees, the complaints said.

Manhattan Supreme Court Justice O. Peter Sherwood said in a Sept. 8 decision "the undisputed record conclusively demonstrates that CVR is bound" by the fee agreements.

Herbert Beigel, a lawyer for CVR and Icahn, declined to comment. A Goldman spokesman said the bank was pleased with the decision. Deutsche Bank did not immediately return a call seeking comment.

Last year, CVR sued its law firm Wachtell, Lipton, Rosen & Katz for professional malpractice, saying it did not disclose the terms of its revised fee agreements to company directors. That case remains pending in Manhattan federal court.

The cases are Goldman Sachs & Co v. CVR Energy Inc, New York State Supreme Court, New York County, No. 652149/2012; and Deutsche Bank Securities Inc v. CVR Energy in the same court, No. 652800/2012.

(Reporting by Bernard Vaughan)

 

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