22.  CVRR is an independent downstream energy limited partnership with refining  and related logistics assets that operates in the mid-continent region.  CVRR was formed by  CVI, the indirect owner of the General Partner, in September 2012 in order to own and operate  petroleum and auxiliary businesses as a limited partnership.  Since formation, CVRR’s business  and operations have been run by the General Partner pursuant to the Partnership Agreement.   On January 23, 2013, CVRR completed its initial public offering of 24,000,000 common units  to the public priced at $25.00 per unit, resulting in gross proceeds to CVRR of $600 million.   23.     According to the Partnership Agreement, if the General Partner and/or  affiliates1 own more than 80 percent of CVRR’s units, the General Partner could exercise and/or  assign to its affiliates the right to acquire CVRR’s remaining outstanding units.  As set forth in  the Partnership Agreement, the predetermined price per unit under the Call Right, if exercised,  would be the greater of: (i) the average closing price of the units during the 20 trading days  predating three days before the notice of intent to effect the buyout; or (ii) the highest per-unit  price paid by the General Partner or any of its affiliates for CVRR units during the 90-day  period preceding the date the notice of intent to effect the buyout.   26.  Under the terms of the Exchange Offer, CVRR unitholders, if able, could  exchange their units for shares of CVI at a rate of one unit per 0.6335 shares of CVI.  Based on  the May 25, 2018 closing prices of $43.61 and $22.10 for CVI shares and CVRR units,  respectively, one trading day prior to the announcement of the Exchange Offer, the Exchange  Offer valued CVRR units at $27.63 per unit, or a 25 percent premium.   27.  In connection with the Exchange Offer, CVI filed an S-4 registration statement  with the SEC to register 23,537,209 shares of CVI on May 29, 2018.  On June 14, 2018 CVI  filed an amendment to its registration statement on SEC Form S-4/A.  Both registration  statements reiterated that there were “no current plans to exercise the call right at this time or  upon the consummation of the exchange.”2  The SEC declared CVI’s registration statement  effective on June 15, 2018, and CVI filed a prospectus in connection with the Exchange Offer  on June 18, 2018.  The prospectus also stated that there were “no current plans to exercise the  call right at this time or upon the consummation of the exchange.”   44.  At all relevant times, the market for CVRR common units was open, well- developed and efficient.  As a result of Defendants’ false statements and manipulative conduct,  CVRR common units traded at artificially deflated prices during the Class Period.  Plaintiff and  other members of the Class sold the Partnership’s common units relying upon the integrity of  the market price of the Partnership’s common units and market information relating to CVRR,  and have been damaged thereby.   45.  During the Class Period, Defendants materially misled the investing public,  thereby purposely deflating the price of CVRR’s common units, by publicly issuing false and/or  misleading statements and/or omitting to disclose material facts necessary to make Defendants’  statements, as set forth herein, not false and/or misleading.  These statements and omissions  were materially false and/or misleading in that they failed to disclose material adverse  information and/or misrepresented the truth about CVRR’s business, operations, and prospects  as alleged herein.   47.  During the Class Period, as alleged herein, the Defendants acted with scienter in  that the Defendants knew or were reckless as to whether the public documents and statements  issued or disseminated in the name of the Partnership during the Class Period were materially  false and misleading; knew or were reckless as to whether such statements or documents would  be issued or disseminated to the investing public; and knowingly and substantially participated  or acquiesced in the issuance or dissemination of such statements or documents as primary  violations of the federal securities laws.   48.  The Defendants permitted CVRR to release these false and misleading  statements and failed to file the necessary corrective disclosures, which artificially deflated the  value of the Partnership’s common units.   49.  As set forth herein, the Defendants, by virtue of their receipt of information  reflecting the true facts regarding CVRR, their control over, receipt, and/or modification of  CVRR’s allegedly materially misleading statements and omissions, and/or their positions with  the Partnership that made them privy to confidential information concerning CVRR,  participated in the fraudulent scheme alleged herein.   58.  There is a well-defined community of interest in the questions of law and fact  involved in this case.  Questions of law and fact common to the members of the Class which  predominate over questions which may affect individual Class members include:  (a)  Whether the Exchange Act was violated by Defendants;  (b)  Whether Defendants omitted and/or misrepresented material facts;  (c)  Whether Defendants’ statements omitted material facts necessary in order  to make the statements made, in light of the circumstances under which they were made, not  misleading;  (d)  Whether Defendants knew or recklessly disregarded that their statements  were false and misleading;  (e)  Whether the price of CVRR common units was artificially deflated; and  (f)  The extent of the damage sustained by Class members and the  appropriate measure of damages.   59.  Plaintiff’s claims are typical of those of the Class because Plaintiff and the Class  sustained damages from Defendants’ wrongful conduct.   60.  Plaintiff will adequately protect the interests of the Class and has retained  counsel experienced in securities class action litigation.  Plaintiff has no interests that conflict  with those of the Class.   61.  A class action is superior to other available methods for the fair and efficient  adjudication of this controversy.  63.  During the Class Period, Defendants disseminated or approved the false  statements specified above, which they knew or recklessly disregarded were misleading in that  they contained misrepresentations and failed to disclose material facts necessary in order to  make the statements made, in light of the circumstances under which they were made, not  misleading.   64.  Defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 in that  they:  (a)  Employed devices, schemes, and artifices to defraud;  (b)  Made untrue statements of material facts or omitted to state material facts  necessary in order to make the statements made, in light of the circumstances under which they  were made, not misleading; or  (c)  Engaged in acts, practices, and a course of business that operated as a  fraud or deceit upon Plaintiff and others similarly situated in connection with their transactions  in CVRR common units during the Class Period.   65.  Plaintiff and the Class have suffered damages in that, as a result of Defendants’  wrongful conduct alleged herein, they sold CVRR common units at artificially deflated prices.   Plaintiff and the Class would not have sold CVRR common units at the prices they did, if they  had been aware that the market prices had been artificially and falsely deflated by Defendants’  misleading statements.   67.  Plaintiff repeats and realleges each and every allegation contained in the  foregoing paragraphs as if fully set forth herein.   68.  The Control Person Defendants, as culpability participants, acted as controlling  persons of CVRR within the meaning of Section 20(a) of the Exchange Act.  By virtue of their  positions and their power to control public statements about CVRR, the Control Person  Defendants had the power and ability to control the actions of CVRR and its employees.  By  reason of such conduct, Defendants are liable pursuant to Section 20(a) of the Exchange Act.  For Violation of Section 10(b) of the Exchange Act  and Rule 10b-5 Against All Defendants   For Violation of Section 20(a) of the Exchange Act  Against the Control Person Defendants  