Throughout the Class Period, Defendants executed a fraudulent scheme to artificially depress the price of publicly traded CVRR units in order to acquire them for a substantial discount, thereby enriching themselves at the expense of CVRR public unit holders:
(a) First, CVR Energy, Inc. (NYSE: CVI) guaranteed an offer to exchange its common stock for most – but not all – of CVRR’s outstanding common units. Following the acquisition of 84.5% the units, the price of the units began depressing because of the reduced public float and the threat of the remaining CVRR’s units being acquired, which more than offset CVRR’s favorable financial results.
(b) Second, as the price for CVRR units stagnated, and more than 90 days had passed since expiration of the CVI exchange offer, Defendants announced that they were “considering” exercising the right to acquire the remaining CVRR units, further causing the units to decline.
(c) Finally, once the price of CVRR units had substantially declined, Defendants seized upon the opportunity to acquire the rest of the units, enjoying a purchase price based on the (manipulated) 20-day trading average of CVRR units.