Item 4 — Purpose of Transaction
Item 4 of the Initial 13D is hereby amended and supplemented by adding the following: On November 2, 2026, the Issuer entered into an Equity and Asset Purchase Agreement (the "Purchase Agreement") with Marathon Petroleum Company LP and certain other subsidiaries and affiliates of Marathon Petroleum Corporation (collectively, the "Sellers") to acquire the St. Paul Park, Minnesota and Mandan, North Dakota refineries and related assets (the "Acquisition"). Pursuant to the Purchase Agreement, the Issuer has agreed to acquire (i) 100% of the outstanding membership interests of St. Paul Park Refining Co. LLC, which owns the St. Paul Park refinery, (ii) 17% of the outstanding common interests of Minnesota Pipe Line Company, LLC, (iii) 17% of the outstanding common stock of MPL Investments, Inc. and (iv) certain other assets of the Sellers, including the Mandan refinery, the related marketing business and terminal, pipeline, rack, tankage and other logistics assets (collectively, the "Target Assets") and to assume certain liabilities related to the Target Assets, other than specified liabilities to be retained by the Sellers. The Issuer has agreed to purchase the Target Assets for an aggregate base cash purchase price of $4.2 billion, subject to certain customary closing adjustments, including inventory and net working capital adjustments, in each case as of the closing of the Acquisition (the "Acquisition Closing"), and subject to other specified adjustments. Completion of the Acquisition is subject to the satisfaction or waiver of certain conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other applicable antitrust laws; the absence of legal prohibitions and specified proceedings challenging the Acquisition or seeking substantial damages in connection with it; and the accuracy of the parties' representations and warranties and material compliance with their covenants, subject to applicable qualifications. The Issuer's obligation to close is also subject to the absence of a Material Adverse Effect (as defined in the Purchase Agreement) that has occurred since the date of the Purchase Agreement and is continuing at the Acquisition Closing, and receipt of written approval of, or other written non-objection to or authorization for, the transfer of the Mandan refinery's hazardous waste permit by the North Dakota Department of Environmental Quality. The Acquisition is not subject to a financing condition. In connection with the Acquisition, American Entertainment Properties Corp. ("AEP"), an indirect wholly-owned subsidiary of Icahn Enterprises Holdings L.P. ("IEH"), entered into a subscription agreement with the Issuer (the "IEP Subscription Agreement"), pursuant to which AEP has agreed, subject to the terms and conditions thereof, to purchase up to $500 million of shares of the Issuer's Series A-2 non-voting mandatory convertible preferred stock (the "IEP Preferred Stock") at a price of $53.37 per share, which is the same price per share to be paid by a commercial counterparty that has agreed to purchase securities of the Issuer in a concurrent private placement (the "IEP Equity Investment"). The IEP Preferred Stock will be convertible into Shares on a one-for-one basis, subject to customary adjustments, and will automatically convert into Shares promptly following the expiration of the applicable waiting period under Rule 14c-2 under the Act after the distribution to the Issuer's stockholders of a definitive information statement on Schedule 14C relating to the stockholder approval required under New York Stock Exchange rules for the conversion of the IEP Preferred Stock and the issuance of the underlying Shares, subject to satisfaction of the other conversion conditions specified in the applicable certificate of designations. The amount of the IEP Equity Investment will be automatically and permanently reduced, on a dollar-for-dollar basis, by the aggregate gross cash proceeds received by the Issuer from public offerings of its Shares consummated after the date of the IEP Subscription Agreement and before the closing of the IEP Equity Investment. The proceeds of the IEP Equity Investment, if needed, will be used solely to fund a portion of the consideration for the Acquisition. AEP's obligation to consummate the IEP Equity Investment is subject to the concurrent satisfaction or waiver of the conditions to the closing of the Acquisition under the Purchase Agreement (other than conditions to be satisfied at closing, subject to their satisfaction or waiver at closing), the substantially concurrent consummation of the Acquisition and certain other customary closing conditions. The IEP Subscription Agreement will terminate in specified circumstances, including upon termination of the Purchase Agreement in accordance with its terms or receipt by the Issuer of aggregate gross cash proceeds of at least $500 million fr