CVR Energy Sues Wachtell Over Role in Icahn Spat

, The Am Law Daily

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CVR Energy's nitrogen fertilizer plant in Coffeyville, Kansas.
CVR Energy's nitrogen fertilizer plant in Coffeyville, Kansas.

Beigel says the suit was filed in Kansas City because CVR executives have offices in the city. The company is seeking damages and the repayment of the $6 million in fees Wachtell received for its role representing the company against Icahn.

Neither Brownstein nor Roth responded to phone calls to their offices Friday by The Am Law Daily about the CVR suit. A Wachtell spokeswoman also did not return a request for comment on the matter.

The two Wachtell partners are veteran dealmakers. The Am Law Daily named Roth a Dealmaker of the Week last year for his role advising Kellogg Co. on its $2.7 billion buy of Pringles from Procter & Gamble. Brownstein garnered weekly dealmaker accolades last year for his role representing Walgreens on its $6.7 billion acquisition of a 45 percent stake in European pharmacy chain Alliance Boots.

Lee Smithyman, a name partner with Overland Park, Kansas–based Smithyman & Zakoura, is serving as local counsel to CVR in its suit against Wachtell. He did not return a request for comment, nor did New York solo practitioner Robert Viducich, CVR’s local counsel in its litigation with Goldman and Deutsche Bank.

CVR general counsel Edmund Gross did not respond to a request for comment on the company's suit against Wachtell. Keith Schaitkin, the general counsel of Icahn’s holding company Icahn Enterprises, declined to comment.

The president of Icahn Enterprises, former Winston & Strawn corporate partner Daniel Ninivaggi, is a member of the board of directors at CVR. Ninivaggi is also a general partner at CVR Refining, a unit that raised $600 million earlier this year in an initial public offering.

Vinson & Elkins advised CVR Refining on the listing, while Latham & Watkins represented underwriters led by Barclays, Citigroup, Credit Suisse, and UBS. An SEC filing shows that the IPO yielded $1.25 million in legal fees and expenses.

The takeover battle for CVR has not left Icahn unscathed. He and the new directors he named to the company's board—including Ninivaggi and attorney James Strock—have been named as defendants in shareholder litigation filed in Delaware accusing them of pressuring minority shareholders to sell CVR shares at bargain prices. Icahn withdrew plans last year to take CVR private.

Delaware's Ashby & Geddes and Morris James are representing Icahn and CVR in the litigation, while plaintiffs have turned to Bernstein Litowitz Berger & Grossmann and Grant & Eisenhofer.

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