As filed with the Securities and Exchange
Commission on September 9, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ICAHN ENTERPRISES L.P.
(Exact Name of Registrant As Specified in
Its Charter)
Delaware
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13-3398766
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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ICAHN ENTERPRISES FINANCE CORP.
(Exact Name of Registrant As Specified in
Its Charter)
Delaware
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20-1059842
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
(Address, Including Zip Code, and Telephone
Number,
Including Area Code, of Registrants’
Principal Executive Offices)
Keith Cozza
President, Chief Executive Officer and Director
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
(Name, Address, Including Zip Code, and
Telephone Number,
Including Area Code, of Agent for Service)
With copies to:
Julie M. Allen, Esq.
Proskauer Rose LLP
11 Times Square
New York, New York 10036
(212) 969-3155
Approximate date of commencement of
proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering
¨
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction 1.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box:
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction 1.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box:
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Large Accelerated Filer
x
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION
FEE
Title of Each Class of Securities
To Be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering Price Per
Unit
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Proposed Maximum
Aggregate Offering
Price (1)(2)
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Amount of
Registration Fee
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Depositary Units (3)
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—
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Preferred Units (3)
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—
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Debt Securities (3)
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—
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Guarantees of Debt Securities (4)
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Warrants
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—
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Rights
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—
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Units
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Total
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$
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1,000,000,000
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$
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100,700
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(1)
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Such indeterminate number of each identified class of securities, as may from time to time be issued at indeterminate prices,
with an aggregate initial offering price not to exceed $1,000,000,000. Securities registered hereunder may be sold separately,
together or as units with other securities registered hereunder.
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(2)
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Estimated solely for the purpose of calculating the registration fee for the primary offering pursuant to Rule 457(o) under
the Securities Act of 1933. Pursuant to Rule 457(o) and General Instruction II.D of Form S-3, which permits the registration
fee to be calculated on the basis of the maximum offering price of all the securities listed for the offering, the table does not
specify by each class information as to the amount to be registered or proposed maximum offering price per unit.
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(3)
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Subject to footnote (1), there are also being registered hereunder an indeterminate principal amount or number of depositary
units, preferred units or debt securities that may be issued upon conversion of, or in exchange for, preferred units or debt securities
registered hereunder or upon exercise of warrants or rights registered hereunder, as the case may be.
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(4)
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Any series of debt securities issued by Icahn Enterprises Finance Corp. will be guaranteed by Icahn Enterprises L.P. Pursuant
to Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities being registered.
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The information in this prospectus is not complete
and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
SEPTEMBER 9, 2016
PROSPECTUS
$1,000,000,000
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
Depositary Units, Representing Limited
Partner Interests
Preferred Units
Debt Securities (including Guarantees
of Non-Convertible debt)
Warrants
Rights
Units
We may, from time to time, offer and sell
depositary units or preferred units representing limited partner interests in Icahn Enterprises L.P., debt securities (which may
be senior debt securities or subordinated debt securities), including guarantees of non-convertible debt, warrants or rights, either
separately or in units, in one or more offerings. The debt securities, preferred units, warrants or rights may be convertible into
or exercisable or exchangeable for depositary units, preferred units or debt securities.
We may offer and sell these securities to
or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The aggregate
initial offering price of all securities sold by us under this prospectus will not exceed $1,000,000,000, including the U.S. dollar
equivalent if the public offering of any such securities is denominated in one or more foreign currencies, foreign currency units
or composite currencies. This prospectus describes the general terms of these securities and the general manner in which we will
offer the securities. The specific terms of any securities we offer will be included in a supplement to this prospectus. The prospectus
supplement will also describe the specific manner in which we will offer the securities.
Our depositary units are listed on The NASDAQ
Global Select Market under the symbol “IEP”.
This prospectus may not be used to complete
sales of securities unless it is accompanied by a prospectus supplement.
Investing in our securities involves
a high degree of risk. See “Risk Factors” on page 2.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is September
, 2016.
ICAHN ENTERPRISES L.P.
Icahn
Enterprises Finance Corp.
TABLE OF CONTENTS
You should rely only on the information
contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that
is different. This document may only be used where it is legal to sell securities. The information in this document may only be
accurate on the date of this document.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement on Form S-3 that we and Icahn Enterprises Finance Corp. have filed with the Securities and Exchange Commission, or SEC,
using a “shelf” registration, or continuous offering, process. Under this shelf registration process, we may, from
time to time, offer and sell depositary units or preferred units representing limited partner interests, debt securities (including
guarantees of non-convertible debt), warrants or rights, either separately or in units, in one or more offerings with a maximum
aggregate offering price of $1,000,000,000.
This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering and the offered securities. Any prospectus supplement may also add, update
or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded
by any inconsistent statement made by us in a prospectus supplement. The registration statement we filed with the SEC includes
exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related
exhibits filed with the SEC and any prospectus supplement, together with additional information described under the heading “Where
You Can Find More Information,” before making your investment decision.
FORWARD-LOOKING INFORMATION
This prospectus, any prospectus supplement
and the documents that we incorporate by reference may contain ‘‘forward-looking statements.’’ Forward-looking
statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may
predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can generally
be identified by phrases such as ‘‘believes,’’ ‘‘expects,’’ ‘‘potential,’’
‘‘continues,’’ ‘‘may,’’ ‘‘should,’’ ‘‘seeks,’’
‘‘predicts,’’ ‘‘anticipates,’’ ‘‘intends,’’ ‘‘projects,’’
‘‘estimates,’’ ‘‘plans,’’ ‘‘could,’’ ‘‘designed,’’
‘‘should be,’’ ‘‘will’’ and other similar expressions that denote expectations
of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies, plans
and objectives for, and potential results of, future operations, financial results, financial condition, business prospects, growth
strategy and liquidity, and are based upon management’s current plans and beliefs or current estimates of future results
or trends.
These forward-looking statements reflect
our current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause
actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements. These risks
and uncertainties may include the factors and the risks and uncertainties described in our Annual Report on Form 10-K, our Quarterly
Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. We may discuss additional risks and uncertainties
in greater detail in any prospectus supplement under the heading “Risk Factors.”
All of the forward-looking statements made
in this prospectus, any prospectus supplement and the documents that we incorporate by reference are qualified by these cautionary
statements and we cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on our business or operations. In addition, these forward-looking
statements present our estimates and assumptions only as of the date of this prospectus, any such prospectus supplement or any
such document incorporated by reference. We do not intend to update you concerning any future revisions to any forward-looking
statements to reflect events or circumstances occurring after the date of this prospectus, any such prospectus supplement or any
such document incorporated by reference. However, you should carefully review the risk factors set forth in other reports or documents
we file from time to time with the SEC.
OUR COMPANY
We are a diversified holding company owning
subsidiaries currently engaged in the following continuing operating businesses: Investment, Automotive, Energy, Metals, Railcar,
Gaming, Mining, Food Packaging, Real Estate and Home Fashion.
Icahn Enterprises L.P., or Icahn Enterprises,
is a master limited partnership formed in Delaware on February 17, 1987. We own a 99% limited partner interest in Icahn Enterprises
Holdings L.P., or Icahn Enterprises Holdings. Substantially all of our assets and liabilities are owned through Icahn Enterprises
Holdings and substantially all of our operations are conducted through Icahn Enterprises Holdings and its subsidiaries. Icahn Enterprises
G.P. Inc., or Icahn Enterprises GP, our sole general partner, owns a 1% general partner interest in both Icahn Enterprises Holdings
and us, representing an aggregate 1.99% general partner interest in Icahn Enterprises Holdings and us. Icahn Enterprises GP is
owned and controlled by Mr. Carl C. Icahn. As of June 30, 2016, Mr. Icahn and his affiliates owned approximately 89.5% of our outstanding
depositary units.
Mr. Icahn’s estate has been designed
to assure the stability and continuation of Icahn Enterprises with no need to monetize his interests for estate tax or other purposes.
In the event of Mr. Icahn’s death, control of Mr. Icahn’s interests in Icahn Enterprises and its general partner will
be placed in charitable and other trusts under the control of senior Icahn executives and family members.
Our depositary units representing limited
partner interests trade on The NASDAQ Global Select Market under the symbol “IEP.”
As used in this prospectus, “we,”
“us,” “our,” “company” and Icahn Enterprises mean Icahn Enterprises L.P. and, unless the context
indicates otherwise, include our subsidiaries.
Our principal executive offices are located
at 767 Fifth Avenue, Suite 4700, New York, New York 10153. Our phone number is (212) 702-4300.
Icahn Enterprises Finance Corp., or Icahn
Enterprises Finance, a Delaware corporation, is our wholly owned subsidiary. Icahn Enterprises Finance was incorporated on April
19, 2004 and was formed solely for the purpose of serving as a co-issuer of non-convertible debt securities of Icahn Enterprises.
Icahn Enterprises Finance does not and will not have any operations or assets and will not have any revenues. Icahn Enterprises
Finance’s principal business address is 767 Fifth Avenue, Suite 4700, New York, New York 10153 and its telephone number is
(212) 702-4300.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio
of earnings to fixed charges for the periods indicated. For purposes of computing the ratio of earnings to fixed charges, earnings
represent income from continuing operations before income taxes, income (loss) and non-controlling interests plus fixed charges
and distributed income of equity investees. Fixed charges include interest on indebtedness (whether expensed or capitalized) and
the portion of rent expense we believe to be representative of interest.
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Year Ended December 31,
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Six Months Ended June 30, 2016
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2015
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2014
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2013
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2012
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2011
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Ratio of earnings to fixed charges
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N/A
(1)
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N/A
(1)
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N/A
(1)
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4.9
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2.1
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4.5
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(1) Fixed charges exceeded earnings by approximately $1.8 billion,
$2.1 billion and $657 million for the six months ended June 30, 2016, fiscal 2015 and 2014, respectively.
RISK FACTORS
An investment in our securities involves
a high degree of risk. Additionally, limited partner interests are inherently different from the capital stock of a corporation,
although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in
similar businesses. Prior to making a decision about investing in our securities, you should carefully consider the risk factors
and all of the other information included in, or incorporated by reference into, this prospectus or any prospectus supplement,
including those included in our most recent Annual Report on Form 10-K and, if applicable, in our Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. The occurrence of any of these risks could materially adversely affect our business, operating
results and financial condition.
The risks and uncertainties we describe
are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could
result in a decline in the value of our securities and the loss of all or part of your investment.
USE OF PROCEEDS
Except as described in any prospectus supplement,
the net proceeds from the sale of the securities will be added to our general funds and used for general partnership purposes,
which may include investments in our operating subsidiaries and potential acquisitions in accordance with our investment strategy.
We continually identify, evaluate and discuss with others acquisition and investment opportunities. We continually evaluate potential
acquisition candidates and intend to continue to pursue transactions. However, we have not reached any agreements, commitments
or understandings for any future acquisitions or investments other than those arrangements, if any, as described in documents incorporated
by reference or in prospectus supplements.
When we offer a particular series of securities,
the prospectus supplement relating to that offering will describe the intended use of the net proceeds received from that offering.
We will retain broad discretion in the use of the net proceeds.
DESCRIPTION OF DEPOSITARY UNITS
The following description of our depositary
units does not purport to be complete and is qualified in its entirety by reference to applicable Delaware law, and to provisions
of our amended and restated agreement of limited partnership, dated as of May 12, 1987, as amended and restated as of August 2,
2016, which we refer to as our partnership agreement, and the depositary agreement, dated as of July 1, 1987, as amended and restated
as of August 2, 2016, which we refer to as our depositary agreement, entered into between us and Computershare Inc., as depositary,
which we refer to as the depositary, and the unitholders.
General
The depositary units represent limited partner
interests in Icahn Enterprises. The percentage interest in Icahn Enterprises represented by a depositary unit is equal
to the ratio it bears at the time of such determination to the total number of depositary units in Icahn Enterprises (including
any undeposited depositary units) outstanding, multiplied by 99%, which is the aggregate percentage interest in Icahn Enterprises
of all holders of depositary units. Subject to the rights and preferences of any preferred units that may be issued,
each depositary unit evidences entitlement to a portion of Icahn Enterprises’ distributions and an allocation of Icahn Enterprises’
net income and net loss, as determined in accordance with our partnership agreement. We are authorized to issue additional
depositary units or other securities from time to time to unitholders or additional investors without the consent or approval of
holders of depositary units, or unitholders. There is no limit to the number of depositary units or additional classes
of units, including any preferred units, that may be issued. The board of directors of our general partner has the power, without
any further action by the unitholders, to issue units with such designations, preferences and relative, participating or other
special rights, powers and duties, including rights, powers and duties senior to existing classes of depositary units or preferred
units. The depositary units have no preemptive rights.
All or a portion of the depositary receipts
evidencing the depositary units may be held through the Depositary Trust Company’s (“DTC”) book-entry settlement
system. All depositary receipts accepted for book-entry settlement with DTC are represented by a single receipt (the “DTC
Receipt”), which shall be deposited with DTC (or its custodian) evidencing all such depositary units and registered in the
name of the nominee of DTC (initially Cede & Co.). The depositary or such other entity as is agreed to by DTC may hold the
DTC Receipt as custodian for DTC. Ownership of beneficial interests in the DTC Receipt will be shown on, and the transfer of such
ownership will be effected through, records maintained by (i) DTC or its nominee for such DTC Receipt, or (ii) institutions that
have accounts with DTC.
Deposit of Certificates of Limited Partner Interests
Subject to the terms and conditions of the
depositary agreement, on the date of any issuance of depositary units by Icahn Enterprises, our general partner will either (i)
deposit with the depositary a certificate or certificates or (ii) in the case of uncertificated depositary units, provide evidence
of a credit to the book-entry account maintained by the Registrar, in either case evidencing the aggregate whole number of depositary
units so issued. Such deposit or book-entry credit will be accompanied by (a) written instructions containing the name, address,
social security or taxpayer identification number of and the number of depositary units to be issued to each investor in the Partnership,
and (b) a written request that the depositary execute and deliver to each such investor depositary receipts evidencing the depositary
units, registered in the name of such investor, or book-entry credit in the name of such investor, in accordance with such written
instructions. Each investor will thereupon be recognized by Icahn Enterprises as a record holder as of the closing date of such
issuance of depositary units.
Transfer of Depositary Units
Until a depositary unit has been transferred
on the books of the depositary, we and the depositary will treat the record holder of the unit as the absolute owner for all purposes. A
transfer of depositary units will not be recognized by the depositary or us unless and until the depositary receipt evidencing
such depositary units, or other evidence of uncertificated units, is surrendered by the holder thereof, in person or by duly authorized
attorney, to the depositary, properly endorsed and properly signature guaranteed or accompanied by an instrument of transfer executed
by the transferor.
Upon surrender for registration
of transfer of any depositary unit evidenced by a receipt, and subject to the provisions of the partnership agreement, the appropriate
officers of the general partner shall execute and deliver, and in the case of receipts evidencing depositary units, the depositary
shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the
holder’s instructions, one or more new receipts, or shall deliver other evidence of the issuance of uncertificated units,
evidencing the same aggregate number and type of depositary units as was evidenced by the receipt so surrendered.
By acceptance of the transfer or issuance
of any depositary units, each transferee or other recipient of depositary units (including any nominee holder or an agent or representative
acquiring such units for the account of another person) (i) shall be admitted to the partnership as a limited partner with respect
to the units so transferred or issued to such person when any such transfer or issuance is reflected in the books and records of
the partnership, (ii) shall become bound by the terms of, and shall be deemed to have agreed to be bound by, the partnership agreement
(iii) shall become the record holder of the units so transferred or issued, (iv) represents that the transferee or other recipient
has the capacity, power and authority to enter into the partnership agreement, and (v) makes the consents, acknowledgements and
waivers contained in the partnership agreement, all with or without execution of the partnership agreement.
A transferee will be deemed to be a party
to the depositary agreement and to be bound by its terms and conditions.
Transfers of Depositary Units Held in Book-Entry Form.
Depositary units held in book-entry form shall be transferred
through DTC’s book-entry settlement system.
Withdrawal of Depositary Units from Deposit
A unitholder may withdraw from the depositary
the depositary units represented by its depositary receipts upon written request and surrender of the depositary receipts evidencing
the depositary units in exchange for a certificate issued by us evidencing the same number of depositary units, or in the case
of uncertificated depositary units, evidence of a book-entry credit.
A transferee is required to become a unitholder
of record before being entitled to withdraw depositary units from the depositary. Depositary units that have been withdrawn
from the depositary, and therefore are not evidenced by depositary receipts, are not transferable except upon death, by operation
of law, by transfer to us or redeposit with the depositary. A holder of depositary units withdrawn from deposit will
continue to receive its respective share of distributions and allocations of net income and losses pursuant to our partnership
agreement. In order to transfer depositary units withdrawn from the depositary other than upon death, by operation of
law or to the partnership, a unitholder must redeposit the certificate evidencing such withdrawn depositary units with the depositary
and request issuance of depositary receipts representing such depositary units, which depositary receipts then may be transferred. Any
redeposit of such withdrawn depositary units with the depositary requires 60 days’ advance written notice and payment to
the depositary of a redeposit fee (initially $5.00 per 100 depositary units or portion thereof) and will be subject to the satisfaction
of certain other procedural requirements under the depositary agreement.
Replacement of Lost Depositary Receipts and Certificates
A unitholder or transferee who loses or
has its certificate for depositary units or depositary receipts stolen or destroyed may obtain a replacement certificate or depositary
receipt by furnishing a penalty surety bond and by satisfying certain other procedural requirements under the depositary agreement.
Amendment of Depositary Agreement
Subject to the restrictions described below,
any provision of the depositary agreement, including the form of depositary receipt, may, at any time and from time to time, be
amended by the mutual agreement of us and the depositary in any respect deemed necessary or appropriate by us and them, without
the approval of the holders of depositary units. No amendment to the depositary agreement, however, may impair the right
of a holder of depositary units to surrender a depositary receipt and to withdraw any or all of the deposited depositary units
evidenced by a depositary receipt or to redeposit depositary units pursuant to the depositary agreement and receive a depositary
receipt evidencing redeposited depositary units.
The depositary will furnish notice to each
record holder of a depositary unit, and to each securities exchange on which depositary units are listed for trading, of any material
amendment made to the depositary agreement. Each record holder of a depositary unit at the time any amendment of the
depositary agreement becomes effective will be deemed, by continuing to hold the depositary unit, to consent and agree to the amendment
and to be bound by the depositary agreement, as so amended.
The depositary will give notice of the imposition
of any fee or charge, other than fees and charges provided for in the depositary agreement, or change to the fees and charges,
upon record holders of depositary units to any securities exchange on which the depositary units are listed for trading and to
all record holders of depositary units. The imposition of any fee or charge, or change to them, will not be effective
until the expiration of 30 days after the date of such notice, unless it becomes effective in the form of an amendment to the depositary
agreement effected by us and the depositary.
Termination of Depositary Agreement
We may not terminate the depositary agreement
unless the termination (1) is in connection with us entering into a similar agreement with a new depositary selected by the general
partner, (2) is as a result of our receipt of an opinion of counsel to the effect that the termination is necessary for us to avoid
being treated as an “association” taxable as a corporation for federal income tax purposes or to avoid being in violation
of any applicable federal or state securities laws or (3) is in connection with our dissolution.
The depositary will terminate the depositary
agreement, when directed to do so by us, by mailing notice of termination to the record holders of depositary units then outstanding
at least 60 days before the date fixed for the termination in such notice. Termination will be effective on the date
fixed in such notice, which date must be at least 60 days after it is mailed. Upon termination of the depositary agreement,
the depositary will discontinue the transfer of depositary units, suspend the distribution of reports, notices and disbursements
and cease to perform any other acts under the depositary agreement, except in the event the depositary agreement is not being terminated
in connection with us entering into a similar agreement with a new depositary, the depositary will assist in the facilitation of
the withdrawal of depositary units by holders who desire to surrender their depositary receipts.
Resignation or Removal of Depositary
The depositary may resign as depositary
and may be removed by us at any time upon 60 days’ written notice. The resignation or removal of the depositary
becomes effective upon the appointment of a successor depositary by us and written acceptance by the successor depositary of its
appointment. In the event a successor depositary is not appointed within 75 days of notification of such resignation
or removal, the general partner will act as depositary until a successor depositary is appointed. Any corporation into
or with which the depositary may be merged or consolidated will be the successor depositary without the execution or filing of
any document or any further act.
DESCRIPTION OF PREFERRED UNITS
We are authorized to issue preferred units
having rights senior to our depositary units. The board of directors of our general partner is authorized to establish the powers,
rights, preferences, privileges and designations of one or more class of preferred units without further approval, including:
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redemption rights and terms of redemption; and
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liquidation preferences.
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The rights, preferences, privileges and
restrictions of the preferred units of each class will be fixed by a certificate of amendment to the partnership agreement relating
to each class. The prospectus supplement relating to each class will specify the terms of the preferred units, including:
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the maximum number of units in the class and the distinctive designation;
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the rights to share in partnership distributions;
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the terms on which the units may be redeemed, if at all;
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the rights of the class upon dissolution and liquidation of the partnership;
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the terms of any retirement or sinking fund for the purchase or redemption of the units of the class;
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the terms and conditions, if any, on which the units of the class will be convertible into, or exchangeable for, units of any
other class or classes of securities;
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the voting rights, if any, on the units of the class; and
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any or all other preferences and relative, participating, operational or other special rights or qualifications, limitations
or restrictions of the units.
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We will describe the specific terms of a
particular class of preferred units in the prospectus supplement relating to that class. The description of preferred units above
and the description of the terms of a particular series of preferred units in the prospectus supplement are not complete. You should
refer to the applicable certificate of amendment to our partnership agreement for complete information. The prospectus supplement
will contain a description of U.S. federal income tax consequences relating to the particular series of preferred units.
OUR PARTNERSHIP AGREEMENT AND CERTAIN
PROVISIONS OF DELAWARE LAW
The rights of a limited partner of the partnership
are set forth in our partnership agreement. The following is a summary of certain provisions of our partnership agreement and the
agreement of limited partnership of Icahn Enterprises Holdings, or the Icahn Enterprises Holdings partnership agreement, which
is similar to our partnership agreement in all material respects (except for the preferred units). The following summary discusses
certain provisions that relate to both, and is qualified in its entirety by reference to both our partnership agreement and the
Icahn Enterprises Holdings partnership agreement. A reference to the “partnership agreement” in this prospectus refers
to both of our partnership agreement and the Icahn Enterprises Holdings partnership agreement, unless otherwise indicated.
Removal of the General Partner
Subject to certain limitations on the exercise
by unitholders of voting rights, the general partner may be removed by the written consent or affirmative vote of holders of depositary
units owning at least 75% of the total number of all outstanding depositary units, voting as a class, then held by unitholders,
including the general partner and its affiliates to the extent that they are holders of depositary units. Upon the removal of the
general partner by holders of depositary units, the holders of depositary units will be obligated to elect a successor general
partner and to continue the business of the partnership. At the election of the general partner, a successor general partner will
be required, at the effective date of its admission as a general partner, to purchase Icahn Enterprises GP’s general partner
interest directly from Icahn Enterprises GP for a price equal to its “fair market value,” as described below.
If Icahn Enterprises GP does not elect to
sell its interest, the successor general partner will be required to contribute to the capital of Icahn Enterprises cash in an
amount equal to 1/99th of the product of the number of depositary units outstanding immediately prior to the effective date of
such successor general partner’s admission (but after giving effect to the conversion of Icahn Enterprises GP’s general
partner interest into depositary units described below) and the average price at which the depositary units had been trading over
the 20-day period immediately preceding the successor general partner’s admission. Thereafter, the successor general partner
will be entitled to one percent (1%) of all partnership allocations and distributions.
If Icahn Enterprises GP chooses not to sell
its percentage interest directly to a successor general partner, Icahn Enterprises GP’s general partner interest in Icahn
Enterprises will be converted into depositary units, with the number of depositary units to be received to be based upon the “fair
market value” of its general partner interest at the time of its removal and the average price at which the depositary units
had been trading over the 20-day period preceding the effective date of Icahn Enterprises GP’s departure. In this regard,
the “fair market value” of the departing general partner’s interest is the amount that would be distributable
to Icahn Enterprises GP on account of the interest if Icahn Enterprises were to dispose of all of its assets in an orderly liquidation,
commencing on the effective date of its removal at a price equal to the fair market value of those assets (discounted at the rate
then payable on one-year U.S. Treasury obligations to the effective date of such removal to reflect the time reasonably anticipated
to be necessary to consummate the sales), as agreed upon between Icahn Enterprises GP as the departing general partner and its
successor, or, in the absence of an agreement, as determined by an independent appraiser.
Upon removal of Icahn Enterprises GP from
the partnership, Icahn Enterprises GP also will be removed as general partner of Icahn Enterprises Holdings and its general partner
interest in Icahn Enterprises Holdings will either be purchased by the successor general partner or converted into depositary units
(in which case the successor shall also contribute to the capital of Icahn Enterprises Holdings) in the same manner as provided
above with respect to the partnership.
The partnership agreement provides that,
upon the departure of Icahn Enterprises GP and the conversion of its general partner interest in Icahn Enterprises to depositary
units, Icahn Enterprises will, at the request of the departing general partner, file with the SEC up to three registration statements
under the Securities Act of 1933, as amended (the “Securities Act”), registering the offer and sale of all or a portion
of the depositary units owned by Icahn Enterprises GP, including those depositary units received upon conversion of its general
partner interest in Icahn Enterprises and Icahn Enterprises Holdings. The cost of the first registration will be borne by Icahn
Enterprises and the cost of any other such registration will be borne by Icahn Enterprises GP.
Withdrawal of the General Partner
The general partner may withdraw, but only
if:
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the withdrawal is with the consent of a majority interest;
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Icahn Enterprises GP, with the consent of a majority interest, transfers all of its interest as general partner in the partnership;
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the transferee consents to be bound by the partnership agreement and the transferee has the necessary legal authority to act
as successor general partner of the partnership; and
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Icahn Enterprises receives an opinion of counsel to the effect that a vote by the unitholders and the admission of a new general
partner is in conformity with Delaware law, will not cause the loss of limited liability to the unitholders and will not cause
Icahn Enterprises to be treated as an “association” taxable as a corporation for federal income tax purposes.
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Notwithstanding the foregoing, Icahn Enterprises
GP may, without the consent of the unitholders (to the extent permitted by law), transfer its interest as general partner in Icahn
Enterprises to any person or entity that has, by merger, consolidation or otherwise, acquired all or substantially all of the assets
or stock of Icahn Enterprises GP and continued its business, provided that such person or entity has a net worth no less than that
of Icahn Enterprises GP and has accepted and agreed to be bound by the terms and conditions of the partnership agreement. The general
partner also may mortgage, pledge, hypothecate or grant a security interest in its interest as general partner in Icahn Enterprises
without the consent of unitholders.
Notwithstanding the foregoing, pursuant
to Section 17-602 of the Partnership Act, the general partner may withdraw from the limited partnership at any time by giving written
notice to the other partners. If this withdrawal results in the violation of the partnership agreement, the Partnership may recover
from the withdrawing general partner damages for the breach in addition to any other remedies available under law.
Distributions
The general partner has the power and authority
to retain or use partnership assets or revenues as, in the sole and absolute discretion of the general partner, may be required
to satisfy the anticipated present and future cash needs of the partnership, whether for operations, expansion, investments, acquisitions
or otherwise.
Subject to Section 17-607 of the Partnership
Act and to the provision with respect to distributions upon liquidation or dissolution of the partnership, the general partner,
in its sole and absolute discretion, may make such distribution from partnership assets or otherwise as it deems appropriate in
its sole discretion, quarterly, annually or at any other time. Any distributions will be distributed to the general partner and
the record holders in accordance with their respective percentage interests.
Each distribution pursuant hereto shall
be paid by the Partnership only to the Record Holders (as of the Record Date set forth for such distribution) and to the general
partner. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of the applicable
distribution (and the Partnership shall have no liability to any other Person by reason of an assignment of a Depositary Unit or
otherwise).
Allocations of Income and Loss
The Icahn Enterprises partnership agreement
provides, in general, that all items of income, gain, loss and deduction are allocated to Icahn Enterprises GP and to the holders
of depositary units in accordance with their respective percentage ownership in the partnership. Items allocated to the holders
of depositary units are further allocated among them pro rata in accordance with the respective number of depositary units owned
by each of them. The partnership’s income and gain, and loss and deduction, for federal income tax purposes will be computed
on an annual basis and apportioned equally among the calendar months among the general partner and record holders of depositary
units in accordance with their percentage interests as of the first day of the immediately following month. The partnership’s
gains and losses from capital transactions generally will be allocated among the general partner and record holders of depositary
units in proportion to their percentage interests as of the close of business on the last day of the month in which such gains
and losses occurred. However, if gain from a capital transaction is recognized by the partnership over more than one calendar year,
gain recognized by the partnership in years subsequent to the year in which the capital transaction occurred shall be allocated
in the same manner as income of the partnership is allocated.
Amendment of the Partnership Agreement
General
Amendments to the partnership agreement
may be proposed either by the general partner or by unitholders owning at least 10% of the units outstanding. In order to adopt
a proposed amendment, other than certain amendments discussed below, the general partner is required to seek written consent of
the unitholders or call a meeting to consider and vote upon the proposed amendment. The general partner is not required to take
further action with respect to any proposed amendment that, in the opinion of counsel, would be illegal under Delaware law if adopted.
A proposed amendment will become effective only if approved by the general partner in writing and approved by a majority interest
of unitholders, unless a greater percentage is required by law or the partnership agreement.
Amendments Adopted Solely by Icahn Enterprises GP
The general partner may amend the partnership
agreement without the approval or consent of the limited partners to reflect:
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any changes in our name or the location of our principal place of our business;
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the admission, substitution, withdrawal or removal of partners in accordance with the partnership agreement;
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an election to be bound by any successor statute to the Partnership Act;
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any change that is necessary to qualify as a limited partnership or a partnership in which the limited partners have limited
liability under the laws of any state or to ensure that we will not be treated as an association taxable as a corporation or otherwise
taxed as an entity for federal income tax purposes;
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any change that is necessary to qualify as a “real estate investment trust”;
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any change (i) that is inconsequential and does not materially adversely affect unitholders; (ii) to cure any ambiguity or
to correct any provision; (iii) to satisfy any federal or state agency or contained in any federal or state statute; (iv) to facilitate
the trading of the depositary units or comply with any requirements of any securities exchange on which the depositary units are
listed for trading; (v) in connection with any action permitted to be taken by Icahn Enterprises GP in the case of the loss of
partnership status; or (vi) required or contemplated by the partnership agreement;
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any change in any provision of the partnership agreement that requires any action to be taken by or on behalf of the general
partner pursuant to the requirements of applicable Delaware law if the provisions of applicable Delaware law are revised so that
the taking of such action is no longer required; or
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any other amendments similar to the foregoing.
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Prohibited Amendments
Notwithstanding the foregoing, unless approved
by Icahn Enterprises GP in writing and, subject to limitations on the exercise by unitholders of voting rights, by all of the holders
of depositary units, no amendment may be made to the partnership agreement if the amendment, in the opinion of counsel would result
in the loss of the limited liability of unitholders or Icahn Enterprises as the sole limited partner of Icahn Enterprises Holdings
or would cause Icahn Enterprises or Icahn Enterprises Holdings to be treated as an association taxable as a corporation for federal
income tax purposes. In addition, no amendment to the partnership agreement may be made that would:
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enlarge the obligations of the general partner or any unitholder or convert the interest of any unitholder into the interest
of a general partner;
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modify the expense reimbursement payable to the general partner and its affiliates pursuant to the partnership agreement without
the consent of the general partner or the fees and compensation payable to the general partner and its affiliates pursuant to the
Icahn Enterprises Holdings partnership agreement;
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modify the order and method for allocations of net income and net loss or distributions of net cash flow from operations without
the consent of the general partner or the unitholders adversely affected; or
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amend sections of the partnership agreement concerning amendments of the agreement without the consent of unitholders owning
at least 95% of the total number of depositary units outstanding then held by all unitholders.
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Issuance of Additional Securities
The partnership is authorized to issue additional
depositary units or other securities from time to time to unitholders or additional investors without the consent or approval of
unitholders. There is no limit to the number of depositary units or additional classes that may be issued. The board of directors
of the general partner has the power, without any further action by the unitholders, to cause the Partnership to issue securities
with such designations, preferences and relative, participating or other special rights, powers and duties, including rights, powers
and duties senior to existing classes of depositary units or preferred units, if any.
Meetings; Voting Rights of Unitholders
Any action that is required or permitted
to be taken by unitholders may be taken either at a meeting of the holders of depositary units or without a meeting if consents
in writing setting forth the action so taken are signed by holders of depositary units owning not less than the minimum number
of depositary units, or preferred units, if any, that would be necessary to authorize or take such action at a meeting. Meetings
of the holders of depositary units may be called by the general partner or by unitholders owning at least 10% of the total depositary
units outstanding then owned by all such unitholders. Holders of depositary units may vote either in person or by proxy at meetings.
The general partner manages and operates
Icahn Enterprises. Unlike the holders of common stock in a corporation, holders of our outstanding depositary units have only limited
voting rights on matters affecting our business. Holders of depositary units have no right to elect the general partner on an annual
or other continuing basis, and the general partner generally may not be removed except pursuant to the vote of the holders of not
less than 75% of the outstanding depositary units. In addition, removal of the general partner may result in a change of control
under our existing debt securities. As a result, holders of depositary units have limited say in matters affecting our operations
and others may find it difficult to attempt to gain control or influence our activities.
Each unitholder will have one vote for each
depositary unit as to which the unitholder has been admitted as a unitholder. The voting rights of a unitholder who transfers a
depositary unit will terminate with respect to that depositary unit upon its transfer. The partnership agreement does not provide
for annual meetings of the unitholders.
Unitholders have the right to vote on the
following matters and the actions specified therein may be taken by the general partner only with the affirmative vote, in person
or by proxy, of a majority interest (except that a higher vote is required for (i) certain amendments to the partnership agreement
discussed above and (ii) the removal of the general partner) and with a separate concurrence of Icahn Enterprises GP;
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the amendment of the partnership agreement, except for those amendments that may be made without unitholder approval as discussed
above;
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the dissolution of Icahn Enterprises pursuant to the partnership agreement;
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the selection of a liquidating trustee;
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the approval or disapproval of any merger or consolidation of Icahn Enterprises; provided, however that no approval is required
with respect to any such transaction which, in the sole and absolute discretion of the general partner, (A) is primarily for the
purpose of acquiring properties or assets, (B) combines the ongoing business operations of the entities with Icahn Enterprises
as the surviving entity, or (C) is between Icahn Enterprises and Icahn Enterprises Holdings;
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the approval or disapproval of a sale or other disposition (except upon dissolution and liquidation) of all or substantially
all of our assets;
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the transfer of the general partner’s partner interest;
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the withdrawal of Icahn Enterprises GP as the general partner;
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the election of a successor general partner;
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the removal of the general partner;
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the election to reconstitute and continue the business rather than dissolve; and
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to consent to certain proposals submitted for the approval of the limited partners of Icahn Enterprises Holdings.
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As of June 30, 2016, Mr. Icahn and his affiliates
owned approximately 89.5% of our outstanding depositary units. As a result of these holdings, Mr. Icahn can exercise effective
control over substantially all matters subject to unitholder consent or approval. Mr. Icahn’s interests may differ from the
interests of other unitholders.
Restriction on Short-Form Mergers
Neither the general partner nor its affiliates
will cause the partnership (in the event that the Partnership Act is amended to permit partnerships to engage in short-form merger
transactions), or any successor entity of the partnership, whether in its current form as a limited partnership or as converted
to or succeeded by a corporation or other form of business association, to effect a merger or other business combination (in the
event that such short-form merger statute applies to other business combinations) of the partnership or such successor, in each
case pursuant to Section 253 of the General Corporation Law of Delaware, or any successor statute, or any similar short-form merger
statute under the laws of Delaware or any other jurisdiction. This provision does not apply to any other merger or business combination
transaction. In addition, no amendment to this provision is permitted without a unanimous vote of the record holders, unless the
amendment has been approved by the audit committee, in which event only a majority interest, as defined, is required for approval
of the amendment.
Liability of General Partner and Unitholders
The general partner will be liable for all
general obligations of the partnership to the extent not paid by the partnership. The general partner will not, however, be liable
for the nonrecourse obligations of the partnership. Assuming that a unitholder does not take part in the control of the business
of Icahn Enterprises and otherwise acts in conformity with the provisions of the partnership agreement, the liability of the unitholder
will, under the Partnership Act, be limited, subject to certain possible exceptions, generally to the amount contributed by the
unitholder or the unitholder’s predecessor in interest to the capital of the partnership, plus the unitholder’s share
of any undistributed partnership income, profits or property. However, under the Partnership Act, a unitholder who receives a distribution
from Icahn Enterprises that is made in violation of the Partnership Act and who knew at the time of the distribution that the distribution
was improper, is liable to Icahn Enterprises for the amount of the distribution. Such liability or liability under other applicable
Delaware law (such as the law of fraudulent conveyances) ceases after expiration of three years from the date of the applicable
distribution.
Under the Partnership Act, a partnership
is prohibited from making a distribution to a partner to the extent that at the time of the distribution, after giving effect to
the distribution, all liabilities of the partnership, other than liabilities to partners on account of their partner interests
and liabilities for which the recourse of creditors is limited to specified property of the partnership, exceed the fair value
of the assets of the partnership (except that fair value of property that is subject to a liability for which the recourse of creditors
is limited is included in the assets of the partnership only to the extent that the fair value of the property exceeds that liability).
An assignee of a limited partner who becomes a limited partner does not, under the Partnership Act, become liable for any obligation
of the assignor to restore prior distributions.
Reimbursement of Expenses
The partnership agreement requires us to
reimburse the general partner for expenses it reasonably incurs or payments it makes on our behalf and all other expenses allocable
to us or otherwise incurred by the general partner in connection with conducting our business, including without limitation, salaries
and rent. Such allocations are subject to periodic review by our audit committee.
Books and Reports
The general partner is required to keep
complete and accurate books with respect to the partnership’s business at the principal office of the partnership. The books
are maintained for financial accounting purposes on the accrual basis, in accordance with generally accepted accounting principles.
The fiscal year of Icahn Enterprises is the calendar year.
Unitholders will be entitled to have access
to Icahn Enterprises books and certain other records at reasonable times upon reasonable notice to the general partner, subject
to certain limitations including those intended to protect confidential business information.
The general partner will furnish to each
unitholder, within 120 days after the close of each fiscal year, reports containing certain financial statements of Icahn Enterprises
for the fiscal year, including a balance sheet and statements of income, unitholders’ equity and changes in financial position,
which will be audited by a nationally recognized firm of independent certified public accountants. Within 90 days after the close
of each taxable year, Icahn Enterprises will use its best efforts to furnish to each unitholder as of the last day of any month
during such taxable year such information as may be required by the unitholders for the preparation of their individual federal,
state and local tax returns. This information will be furnished in summary form so that certain complex calculations normally required
can be avoided. The partnership’s ability to furnish such summary information may depend on the cooperation of unitholders
in supplying certain information to the partnership.
Power of Attorney
Pursuant to the Icahn Enterprises’
partnership agreement, each unitholder of record appoints Icahn Enterprises GP and each of Icahn Enterprises GP’s authorized
officers as the unitholder’s or substituted unitholder’s attorney-in-fact:
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to enter into the depositary agreement and deposit the depositary units of the unitholder or substituted unitholder in the
deposit account established by the depositary and admit the holders of depositary units and preferred units as limited partners
in Icahn Enterprises, and
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to make, execute, file and/or record:
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instruments with respect to any amendment of the partnership agreement;
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conveyances and other instruments and documents with respect to the dissolution, termination and liquidation of Icahn Enterprises
pursuant to the terms of the partnership agreement;
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financing statements or other documents necessary to grant or perfect a security interest, mortgage, pledge or lien on all
or any of the assets of the partnership;
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instruments or papers required to continue the business of Icahn Enterprises pursuant to the partnership agreement;
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instruments relating to the admission of limited partners in the partnership; and
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all other instruments deemed necessary or appropriate to carry out the provisions of the partnership agreement.
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The power of attorney is irrevocable, will
survive the subsequent death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the granting unitholder,
and will extend to such unitholder’s heirs, successors and assigns.
Death, Bankruptcy or Incompetency of a Unitholder
The death, bankruptcy or adjudication of
incompetency of a unitholder will not dissolve the partnership. In such event, the legal representatives of the unitholder will
have all the rights of a unitholder for the purpose of settling or managing the estate and such power as the deceased, bankruptcy
or incompetent unitholder possessed to assess, sell or transfer any part of his interest. The transfer of depositary units and
preferred units by the legal representative to any person or entity is subject to all of the restrictions to which such transfer
would have been subject if it had been made by the deceased, bankrupt or incompetent unitholder.
Termination, Dissolution and Liquidation
The partnership will continue until December
31, 2085, unless sooner dissolved or terminated and its assets liquidated upon the occurrence of the earliest of:
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the withdrawal, removal or bankruptcy of the general partner (subject to the right of the unitholders to reconstitute and continue
the business of Icahn Enterprises by written agreement of a majority interest and designation by them of a successor general partner
within 90 days);
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the written consent or affirmative vote of a majority interest, with the approval of the general partner, to dissolve and terminate
the partnership;
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the sale or other disposition of all or substantially all of the assets of the partnership;
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the partnership’s insolvency or bankruptcy; or
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any other event causing or requiring a dissolution under the Partnership Act.
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The unitholders’ right to continue
Icahn Enterprises described above is subject to the receipt of an opinion of counsel to the effect that the continuation and the
selection of a successor general partner will not result in the loss of limited liability of the unitholders and will not cause
Icahn Enterprises to be treated as an association taxable as a corporation for federal income tax purposes. Upon dissolution, the
general partner or other entity or person authorized to wind up the affairs of Icahn Enterprises will proceed to liquidate the
assets of Icahn Enterprises and apply the proceeds of liquidation in the order of priority set forth in the partnership agreement.
Business Opportunities
The partnership agreement provides that
the general partner and its affiliates are permitted to have other business interests and may engage in other business ventures
of any nature whatsoever, and may compete directly or indirectly with our business. Mr. Icahn and his affiliates currently invest
in assets that may be similar to those in which we may invest and Mr. Icahn and his affiliates intend to continue to do so. We
do not have any right to participate therein or receive or share in any income or profits derived therefrom.
DESCRIPTION OF DEBT SECURITIES
We may issue senior debt securities or subordinated
debt securities under one or more separate indentures between us and Wilmington Trust, National Association, as trustee, or as
otherwise named in an applicable supplement to this prospectus. Following the execution of any indenture, the indenture will be
filed with the SEC and incorporated by reference in the registration statement of which this prospectus is a part. Any series of
non-convertible debt securities issued by Icahn Enterprises Finance (either as a co-issuer with Icahn Enterprises or as sole issuer)
will be guaranteed by its parent, Icahn Enterprises, and such guarantees will be full and unconditional, as defined in Rule 3-10
of Regulation S-X, of the payment obligations on the securities being registered.
The following summary describes certain
material terms and provisions of our debt securities. When we offer to sell a particular series of debt securities, we will describe
the specific terms of the series in the applicable supplement to this prospectus. You should read the applicable indenture for
more details regarding the provisions of particular debt securities.
General
The debt securities will be our direct obligations,
which may be either senior debt securities or subordinated debt securities. The debt securities will be issued under one or more
indentures. Senior securities and subordinated securities may be issued pursuant to separate indentures, in each case between us
and a trustee, which may be the same indenture trustee, subject to such amendments or supplements as may be adopted from time to
time. The senior indenture and the subordinated indenture, as amended or supplemented from time to time, are sometimes hereinafter
referred to collectively as the “indentures.” The indentures will be subject to and governed by the Trust Indenture
Act of 1939, as amended. The statements made under this heading relating to the debt securities and the indentures are summaries
of their provisions, do not purport to be complete and are qualified in their entirety by reference to the indentures and the debt
securities.
Terms
The indebtedness represented by the senior
securities will rank equally with all our other unsecured and unsubordinated indebtedness. The indebtedness represented by subordinated
securities will be subordinated in right of payment to the prior payment in full of our senior securities. The particular terms
of the debt securities offered by us will be described in one or more supplements to this prospectus, along with any applicable
federal income tax considerations unique to such debt securities. Accordingly, for a description of the terms of any series of
debt securities, reference must be made to both the prospectus supplement relating to that series and the description of the debt
securities set forth in this prospectus.
Except as set forth in any prospectus supplement,
our debt securities may be issued without limits as to aggregate principal amount, in one or more series, in each case as established
from time to time by us or as set forth in the applicable indenture or in one or more supplemental indentures. All debt securities
of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent
of the holders of the debt securities of that series, for issuance of additional debt securities of that series.
Any indenture trustee under an indenture
may resign or be removed with respect to one or more series of debt securities as provided in the applicable indenture and a successor
indenture trustee may be appointed to act with respect to such series.
The following sets forth certain general
terms and provisions of the indentures and the debt securities. The prospectus supplement relating to the series of debt securities
being offered will contain further terms of those debt securities, including the following specific terms:
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the title of the debt securities and whether the debt securities are secured, unsecured, senior securities or subordinated
securities;
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the aggregate principal amount of the debt securities and any limit on such aggregate principal amount;
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the price (expressed as a percentage of the principal amount of the series) at which the debt securities will be issued and,
if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities payable upon
declaration of the maturity of the debt securities, or (if applicable) the portion of the principal amount of the debt securities
that is convertible into depositary units or preferred units, or the method by which any such portion shall be determined;
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if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and
the conversion period and any applicable limitations on the ownership or transferability of the common units or preferred units
receivable on conversion;
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the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable;
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the rate or rates (which may be fixed or variable), or the method by which the rate or rates shall be determined, at which
the debt securities will bear interest, if any;
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the date or dates, or the method for determining the date or dates, from which any interest will accrue, the dates on which
any interest will be payable, the record dates for interest payment dates, or the method by which the record dates shall be determined,
the persons to whom interest shall be payable, and the basis upon which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;
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the place or places where the principal of (and premium, if any) and interest, if any, on the debt securities will be payable,
where the debt securities may be surrendered for conversion or registration of transfer or exchange and where notices or demands
to or upon us with respect to the debt securities and the applicable indenture may be served;
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the period or periods, if any, within which, the price or prices at which and the other terms and conditions upon which the
debt securities may, pursuant to any optional or mandatory redemption provisions, be redeemed, as a whole or in part, at our option;
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our obligation, if any, to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision
or at the option of a holder of the debt securities, and the period or periods within which, the price or prices at which and the
other terms and conditions upon which the debt securities will be redeemed, repaid or purchased, as a whole or in part, pursuant
to such obligation;
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if other than U.S. dollars, the currency or currencies in which such debt securities are denominated and payable, which may
be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, and the terms and conditions
relating thereto;
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whether the amount of payments of principal of (and premium, if any) or interest, if any, on such debt securities may be determined
with reference to an index, formula or other method (which index, formula or method may, but need not, be based on a currency,
currencies, currency unit or units, or composite currency or currencies) and the manner in which such amounts shall be determined;
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whether the debt securities will be issued in certificated or book-entry form and, if so, the identity of the depositary for
such securities;
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whether such debt securities will be in registered form and, if in registered form, the denominations thereof if other than
minimum denominations of $1,000 and any integral multiple thereof;
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the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or set forth in
the applicable prospectus supplement and indenture, or any modification thereof;
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whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment
or governmental charge and, if so, whether we will have the option to redeem the debt securities in lieu of making such payment;
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any deletions from, modifications of or additions to the events of default or our covenants, to the extent different from those
described in this prospectus, and any change in the right of any trustee or any of the holders to declare the principal amount
of any debt securities due and payable;
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the provisions, if any, relating to the security provided for the debt securities; and
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any other terms of the debt securities not inconsistent with the provisions of the applicable indenture.
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If so provided in the applicable prospectus
supplement, our debt securities may be issued at a discount below their principal amount and provide for less than their entire
principal amount to be payable upon declaration of acceleration of the maturity of the debt securities original issue discount
securities. In such cases, any special U.S. federal income tax, accounting and other considerations applicable securities will
be described in the applicable prospectus supplement.
Except as may be set forth in any prospectus
supplement, neither our debt securities nor the applicable indenture will contain any provisions that would limit our ability to
incur indebtedness or that would afford holders of our debt securities protection in the event of a highly leveraged or similar
transaction involving us or in the event of a change of control, regardless of whether the indebtedness, transaction or change
of control is initiated or supported by us, any of our affiliates or any other party.
Reference is made to the applicable prospectus
supplement for information with respect to any deletions from, modifications of, or additions to, the events of default or covenants
that are described below, including any addition of a covenant or other provision providing event risk or similar protection.
Denomination, Interest, Registration and Transfer
Unless otherwise described in the applicable
prospectus supplement, our debt securities of any series will be issuable in minimum denominations of $1,000 and integral multiples
thereof.
Unless otherwise specified in the applicable
prospectus supplement, the principal of (and applicable premium, if any) and interest on any series of debt securities will be
payable at the corporate trust office of the applicable indenture trustee, except, that, at our option, payment of interest may
be made by check mailed to the address of the person entitled to payment of interest as it appears in the applicable register for
the debt securities.
Our debt securities of any series will be
exchangeable for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount
and tenor upon surrender of the debt securities at the corporate trust office of the applicable indenture trustee or at the office
of any registrar designated by us for such purpose. In addition, subject to certain limitations imposed upon debt securities issued
in book-entry form, our debt securities of any series may be surrendered for conversion or registration of transfer or exchange
thereof at the corporate trust office of the applicable indenture trustee or at the office of any registrar designated by us for
such purpose. Every debt security surrendered for conversion, registration of transfer or exchange must be duly endorsed or accompanied
by a written instrument of transfer, and the person requesting such action must provide evidence of title and identity satisfactory
to the applicable indenture trustee or registrar. Except as may be set forth in any prospectus supplement, no service charge will
be made for any registration of transfer or exchange of any debt securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with the registration of any transfer or exchange. If the applicable
prospectus supplement refers to any registrar (in addition to the applicable indenture trustee) initially designated by us with
respect to any series of debt securities, we may at any time rescind the designation of any such registrar or approve a change
in the location through which any registrar acts, except that we will be required to maintain a transfer agent in each place of
payment for such series.
We may at any time designate additional
registrars with respect to any series of debt securities.
Neither we nor any indenture trustee shall
be required (1) to issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening
of business 15 days before the day of the delivery of a notice of redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the delivery or (2) to register the transfer of or exchange any debt
security, or portion of the debt security, selected for redemption, in whole or in part, except the unredeemed portion of any debt
security being redeemed in part.
Merger, Consolidation or Sale of Assets
The applicable indenture will provide that
we may, without the consent of the holders of any outstanding debt securities, consolidate with, or sell, lease or convey all or
substantially all of our or its assets to, or merge with or into, any other entity provided that (a) either we shall be the continuing
entity, or the successor entity (if other than our company) formed by or resulting from any such consolidation or merger or which
shall have received the transfer of such assets, is organized under the laws of any domestic jurisdiction and assumes our obligations
to pay principal of (and premium, if any) and interest on all of the debt securities and the due and punctual performance and observance
of all of the covenants and conditions contained in the indenture; (b) immediately after the transaction, no event of default under
the applicable indenture, and no event which, after notice or the lapse of time, or both, would become an event of default, exists;
and (c) an officers’ certificate and legal opinion covering these conditions shall be delivered to the applicable indenture
trustee.
Unless otherwise provided in the applicable
indenture and set forth in the applicable prospectus supplement, the applicable indenture will provide that these conditions will
not apply or be required to be complied with in connection with any merger or consolidation or sale, assignment, transfer, conveyance
of all or substantially all of our assets to a wholly owned subsidiary, provided that if we are not the surviving entity of the
transaction, the surviving entity complies with clause (a).
Covenants
Covenants with respect to any series of
debt securities will be set forth in the applicable prospectus supplement.
Subordination of Subordinated Debt Securities
Unless the prospectus supplement indicates
otherwise, the following provisions will apply to the subordinated debt securities. To the extent we issue subordinated debt securities,
they will also be contractually subordinated to any senior debt securities or other senior indebtedness that we may issue. The
indebtedness underlying the subordinated debt securities will be payable only if all payments due under our senior indebtedness,
including any outstanding senior debt securities, have been made. If we distribute our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization or in bankruptcy, insolvency, receivership or similar proceedings, we must first pay
all amounts due or to become due on all senior indebtedness before we pay the principal of, or any premium or interest on, the
subordinated debt securities. In the event the subordinated debt securities are accelerated because of any event of default, we
may not make any payment on the subordinated debt securities until either we have paid all senior indebtedness or the acceleration
is rescinded.
If we experience a bankruptcy, dissolution
or reorganization, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt securities may receive
less, ratably, than our other creditors.
Events of Default, Notice and Waiver
Unless otherwise set forth in the applicable
prospectus supplement, each indenture will provide that the following events are “Events of Default” with respect to
any series of debt securities:
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(1)
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default for 30 days in the payment of any installment of interest on any debt security of that series;
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(2)
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default in the payment of principal of (or premium, if any, on) any debt security of the series at its maturity upon redemption
or otherwise;
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(3)
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default in the performance or breach of any other covenant contained in the indenture (other than a covenant added to the indenture
solely for the benefit of a series of debt securities issued under the indenture other than such series), continued for 60 days
after written notice as provided in the applicable Indenture has been given;
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(4)
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certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of our
company or any guarantor that is a significant subsidiary, as defined; and
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(5)
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any other event of default provided with respect to a particular series of debt securities.
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If an event of default under any indenture
with respect to debt securities of any series at the time outstanding occurs and is continuing, then in every such case the applicable
indenture trustee or the holders of not less than 25% in principal amount of the debt securities of that series will have the right
to declare the principal amount (or, if the debt securities of that series are original issue discount securities or indexed securities,
such portion of the principal amount as may be specified in the terms of those debt securities) of all the debt securities of that
series to be due and payable immediately by written notice thereof to us (and to the applicable indenture trustee if given by the
holders). However, at any time after such a declaration of acceleration with respect to debt securities of any series (or of all
debt securities then outstanding under any indenture, as the case may be) has been made, but before a judgment or decree for payment
of the money due has been obtained by the applicable indenture trustee, the holders of not less than a majority in principal amount
of outstanding debt securities of that series (or of all debt securities then outstanding under the applicable indenture, as the
case may be) may rescind and annul the declaration and its consequences subject to certain conditions provided in the applicable
indenture. The indentures also will provide that the holders of not less than a majority in principal amount of the outstanding
debt securities of any series (or of all debt securities then outstanding under the applicable indenture, as the case may be) may
waive any past default with respect to that series and its consequences, except a default in the payment of the principal of (or
premium, if any) or interest on any debt security of that series.
The indentures will require each indenture
trustee to give notice to the holders of debt securities within 90 days of a default under the applicable indenture unless the
default shall have been cured or waived; provided, however, that the indenture trustee may withhold notice to the holders of any
series of debt securities of any default with respect to the series if specified responsible officers of such indenture trustee
consider withholding of notice to be in the interest of the holders.
Except as may be set forth in any prospectus
supplement, each indenture will provide that no holder of debt securities of any series may institute any proceeding, judicial
or otherwise, with respect to such indenture or for any remedy under it, except in the case of failure of the applicable indenture
trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an event of default
from the holders of not less than 25% in principal amount of the outstanding debt securities of that series, as well as an offer
of indemnity reasonably satisfactory to it. This provision will not prevent, however, any holder of debt securities from instituting
suit for the enforcement of payment of the principal of (and premium, if any) and interest on the debt securities at the respective
due dates thereof.
The indentures will provide that, subject
to provisions in each indenture relating to its duties in case of default, an indenture trustee will be under no obligation to
exercise any of its rights or powers under an indenture at the request or direction of any holders of any series of debt securities
then outstanding under that indenture, unless the holders shall have offered to the indenture trustee under that indenture reasonable
security or indemnity. The holders of not less than a majority in principal amount of the outstanding debt securities of any series
(or of all debt securities then outstanding under an indenture, as the case may be) shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the applicable indenture trustee, or of exercising any trust
or power conferred upon the indenture trustee. However, an indenture trustee may refuse to follow any direction which is in conflict
with any law or the applicable indenture, which may involve the indenture trustee in personal liability or which may be unduly
prejudicial to the holders of debt securities of such series not joining therein.
Within 90 days after the close of each fiscal
year, we will be required to deliver to each indenture trustee a certificate, signed by one of several of our specified officers,
stating whether or not the officer has knowledge of any default under the applicable indenture and, if so, specifying each default
and the nature and status of the default.
Modification of the Indentures
Except as may be set forth in any prospectus
supplement, modifications and amendments of an indenture will be permitted to be made only with the consent of the holders of not
less than a majority in principal amount of all outstanding debt securities issued under the indenture affected by the modification
or amendment; provided, however, that no modification or amendment may, without the consent of the holder of each debt security
affected thereby,
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(1)
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extend the stated maturity of the principal of, or any installment of interest (or premium, if any) on, any the debt security;
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(2)
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reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, any such debt
security, or reduce the amount of principal of an original issue discount security that would be due and payable upon declaration
of acceleration of its maturity or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of
any such debt security;
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(3)
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change the coin or currency for payment of principal of, premium, if any, or interest on any the debt security; or
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(4)
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modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or covenants
or modify certain covenants.
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The holders of a majority in aggregate principal
amount of the outstanding debt securities of each series may, on behalf of all holders of debt securities of that series, waive,
insofar as that series is concerned, compliance by us with certain restrictive covenants of the applicable indenture.
Modifications and amendments of an indenture
will be permitted to be made by us and the respective indenture trustee without the consent of any holder of debt securities for
any of the following purposes:
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(1)
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to evidence the succession of another person to our company as obligor under the indenture;
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(2)
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to add to the covenants of our company for the benefit of the holders of all or any series of debt securities or to surrender
any right or power conferred upon us in such indenture;
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(3)
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to change or eliminate any provisions of the indenture restricting the payment of principal or premium with respect to securities
in registered form, provided that the action shall not adversely affect the interest of the holders of the debt securities of any
series in any material respect;
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(4)
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in the case of subordinated securities, to make any change to the provisions of an indenture that would limit or terminate
the benefits available to any holder of senior indebtedness, but only if each such holder of senior indebtedness consents to such
change;
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(5)
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to add guarantees with respect to the securities or to secure the securities;
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(6)
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to convey, transfer assign, mortgage or pledge any property to the indenture trustee;
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(7)
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to modify an indenture so as to permit its qualification under the Trust Indenture Act;
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(8)
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to make any change that does not adversely affect the rights of any holder;
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(9)
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to add to, change or eliminate any provisions of an indenture; provided that any such addition, change or elimination not otherwise
permitted shall be effective only when there are no debt securities outstanding of any series created prior thereto which are entitled
to the benefit of such provision;
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(10)
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to establish the form or terms of securities and coupons of any series of securities;
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(11)
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to provide for the acceptance of appointment by a successor indenture trustee or facilitate the administration of the trusts
under an indenture by more than one indenture trustee; or
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(12)
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to cure any ambiguity, defect or inconsistency in an indenture.
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The indentures will provide that, in determining
whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand,
authorization, direction, notice, consent or waiver under the applicable indenture or whether a quorum is present at a meeting
of holders of debt securities, the principal amount of an original issue discount security that shall be deemed to be outstanding
shall be the amount of principal that would be due and payable as of the date of the determination upon declaration of acceleration
of the maturity of the original discount issue security pursuant to the indenture.
Unless otherwise set forth in the applicable
prospectus supplement, we will be permitted, at our option, to discharge certain obligations to holders of any series of debt securities
issued under any indenture that have not already been delivered to the applicable indenture trustee for cancellation and that either
have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) by irrevocably
depositing with the applicable indenture trustee, in trust, funds in the currency or currencies, currency unit or units or composite
currency or currencies in which the debt securities are payable in an amount sufficient to pay the entire indebtedness on the debt
securities with respect to principal (and premium, if any) and interest to the date of the deposit (if such debt securities have
become due and payable) or to the stated maturity or redemption date, as the case may be.
Unless otherwise indicated in the applicable
prospectus supplement, the indentures will provide that we may elect either
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to defease and be discharged from any and all obligations with respect to such debt securities, or
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(2)
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to be released from our obligations with respect to covenants under the applicable indenture.
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In either case upon the irrevocable deposit
by us with the applicable indenture trustee, in trust, of an amount sufficient to pay the principal of (and premium, if any) and
interest on the debt securities on the stated maturity or on the applicable redemption date.
Such a trust will only be permitted to be
established if, among other things, we have delivered to the applicable indenture trustee an opinion of counsel (as specified in
the applicable indenture) and to the effect that the holders of the outstanding debt securities will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred. In the event of defeasance,
the holders of debt securities would thereafter be able to look only to the trust fund for payment of principal (and premium, if
any) and interest.
The applicable prospectus supplement may
further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the
provisions described above, with respect to the debt securities of or within a particular series.
Conversion Rights
The terms and conditions, if any, upon which
the debt securities are convertible into depositary units or preferred units will be set forth in the applicable prospectus supplement
relating thereto. Such terms will include whether such debt securities are convertible into depositary units or preferred units,
the conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at
our option or the option of the holders, the events requiring an adjustment of the conversion price and provisions affecting conversion
in the event of the redemption of such debt securities and any restrictions on conversion. Any convertible debt securities that
may be offered shall be issued solely by Icahn Enterprises and not by Icahn Enterprises Finance, and the prospectus supplement
relating to the series of such convertible debt securities will contain such provision.
Payment
Unless otherwise set forth in the applicable
prospectus supplement, the principal of (and applicable premium, if any) and interest on any series of debt securities will be
payable at the office of the paying agent, which shall be the corporate trust office of the indenture trustee, the address of which
will be stated in the applicable prospectus supplement; provided that, at our option payment of interest may be made by check mailed
to the address of the person entitled thereto as it appears in the applicable register for such debt securities or by wire transfer
of funds to such person at an account maintained within the United States.
All moneys paid by us to a paying agent
or an indenture trustee for the payment of the principal of or any premium or interest on any debt security which remain unclaimed
at the end of one year after such principal, premium or interest has become due and payable will be repaid to us, and the holder
of such debt security thereafter may look only to us for payment thereof.
Global Securities
The debt securities of a series may be issued
in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified
in the applicable prospectus supplement relating to such series. Global securities will be issued in registered form and in either
temporary or permanent form. The specific terms of the depositary arrangement with respect to a series of debt securities will
be described in the applicable prospectus supplement relating to such series.
DESCRIPTION OF WARRANTS
General Description of Warrants
We may issue warrants for the purchase of
depositary units, preferred units or debt securities. Warrants may be issued independently or together with other securities and
may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement
to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering of warrants.
Depositary Unit Warrants and Preferred Unit Warrants
The prospectus supplement relating to a
particular issue of warrants to purchase depositary units or preferred units will describe the terms of the depositary unit or
preferred unit warrants, including, among other things, the following:
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the title of the warrants;
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the offering price for the warrants, if any;
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the aggregate number of the warrants;
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the designation and terms of the depositary units or preferred units that maybe purchased upon exercise of the warrants;
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if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued
with each security;
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if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the number of depositary units or preferred units that may be purchased upon exercise of a warrant and the price at which such
securities may be purchased upon exercise;
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the dates on which the right to exercise the warrants commence and expire;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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whether the warrants will be certificated and whether the warrants represented by warrant certificates or the depositary units
or preferred units that may be issued upon exercise of the warrants will be issued in registered or bearer form;
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information relating to book-entry procedures, if any;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material United States federal income tax considerations;
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anti-dilution provisions of the warrants, if any;
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redemption or call provisions, if any, applicable to the warrants;
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any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange and exercise of
the warrants; and
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any other information we think is important about the warrants.
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Debt Warrants
The prospectus supplement relating to a
particular issue of warrants to purchase debt securities will describe the terms of those warrants, including, among other things,
the following:
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the title of the warrants;
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the offering price for the warrants, if any;
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the aggregate number of the warrants;
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the designation and terms of the debt securities that may be purchased upon exercise of the warrant;
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if applicable, the designation and terms of the debt securities that the warrants are issued with and the number of warrants
issued with each debt security;
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if applicable, the date from and after which the warrants and any debt securities issued with them will be separately transferable;
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the principal amount of debt securities that may be purchased upon exercise of a warrant and the price at which the debt securities
may be purchased upon exercise;
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the dates on which the right to exercise the warrants will commence and expire;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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whether the warrants will be certificated and whether the warrants represented by warrant certificates or the debt securities
that may be issued upon exercise of the warrants will be issued in registered or bearer form;
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information relating to book-entry procedures, if any;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material United States federal income tax considerations;
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anti-dilution provisions of the warrants, if any;
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redemption or call provisions, if any, applicable to the warrants;
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of
the warrants; and
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any other information we think is important about the warrants.
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Exercise of Warrants
Each warrant will entitle the holder of
the warrant to purchase at the exercise price set forth in the applicable prospectus supplement the number of depositary units
or preferred units or principal amount of debt securities being offered. Holders may exercise warrants at any time up to the close
of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants are void. Holders may exercise warrants as set forth in the prospectus supplement relating to the warrants
being offered.
Until you exercise your warrants to purchase
our depositary units, preferred units or debt securities, you will not have any rights as a holder of depositary units, preferred
units or debt securities, as the case may be, by virtue of your ownership of warrants.
DESCRIPTION OF RIGHTS
We may issue rights to purchase depositary
units, preferred units or debt securities. These rights may be issued independently or together with any other security offered
hereby and may or may not be transferable by the unitholder receiving the rights in such offering. In connection with any offering
of such rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the
underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.
We will describe in the applicable prospectus
supplement the terms and conditions of the issue of rights being offered, the rights agreement relating to the rights and the rights
certificates representing the rights, including, as applicable:
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the title of the rights;
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the date of determining the unitholders entitled to the rights distribution;
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the title, aggregate number of depositary units or preferred units purchasable upon exercise of the rights;
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the aggregate number of rights issued;
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the date, if any, on and after which the rights will be separately transferable;
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the date on which the right to exercise the rights will commence and the date on which the right will expire; and
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any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
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Each right will entitle the holder of rights
to purchase for cash the principal amount of depositary units or preferred units at the exercise price provided in the applicable
prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided
in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will be void.
Holders may exercise rights as described
in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed
at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon
as practicable, forward the depositary units or preferred units purchasable upon exercise of the rights. If less than all of the
rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting
arrangements, as described in the applicable prospectus supplement.
DESCRIPTION OF UNITS
As specified in the applicable prospectus
supplement, we may issue units consisting of one or more depositary units, preferred units, debt securities, warrants or rights
or any combination of such securities. The prospectus supplement will describe:
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the terms of the units and of the depositary units, preferred
units, debt securities, warrants or rights comprising the units, including whether and under what circumstances the securities
comprising the units may be traded separately;
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a description of the terms of any unit agreement governing
the units; and
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a description of the provisions for the payment, settlement,
transfer or exchange or the units.
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This summary of certain general terms of
units and any summary description of units in the applicable prospectus supplement do not purport to be complete and are qualified
in their entirety by reference to all provisions of the applicable unit agreement, if any, and, if applicable, collateral arrangements
and depositary arrangements relating to such units. The forms of the unit agreement, if any, and other documents relating to a
particular issue of units will be filed with the SEC each time we issue units, and you should read those documents for provisions
that may be important to you.
PLAN OF DISTRIBUTION
We may sell our securities in or outside
the United States to or through underwriters or dealers, through agents or directly to one or more investors. The applicable supplement
to this prospectus with respect to our securities, will set forth the terms of the offering of our securities, including the name
or names of any underwriters, dealers or agents, the public offering price, any underwriting discounts and other items constituting
underwriter compensation, any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchanges on
which the securities may be listed.
Our securities may be sold directly by us
or through agents designated by us from time to time at fixed prices, which may be changed, or at varying prices determined at
the time of a sale of our securities. Any agent involved in the offer or sale of our securities will be named, and any commissions
payable by us to such agent will be set forth, in the supplement to this prospectus relating thereto.
In connection with the sale of our securities,
underwriters or agents may receive compensation from us or from purchasers of our securities, for whom they may act as agents,
in the form of discounts, concessions or commissions.
Underwriters may sell our securities to
or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the
distribution of our securities may be deemed to be underwriters under the Securities Act, and any discounts or commissions they
receive from us and any profit on the resale of our securities they realize may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from us will be
described, in the applicable supplement to this prospectus. Unless otherwise set forth in the supplement to this prospectus relating
thereto, the obligations of the underwriters or agents to purchase our securities will be subject to conditions precedent and the
underwriters will be obligated to purchase all our securities if any are purchased. The public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Offers to purchase securities may be solicited
directly by us and the sale thereof may be made by us directly to institutional investors or others, who may be deemed to be underwriters
within the meaning of the Securities Act of 1933 with respect to any resale thereof. The terms of any such sales will be described
in the prospectus supplement relating thereto. We may use electronic media, including the internet, to sell offered securities
directly.
We may elect to list any series of securities
on an exchange, but, unless otherwise specified in the applicable prospectus supplement and/or other offering material, we shall
not be obligated to do so. No assurance can be given as to the liquidity of the trading market for any of the securities.
We may agree to indemnify underwriters,
dealers, and agents who participate in the distribution of securities against certain liabilities to which they may become subject
in connection with the sale of the securities, including liabilities arising under the Securities Act of 1933.
Certain of the underwriters and their affiliates
may be customers of, may engage in transactions with and may perform services for us or our affiliates in the ordinary course of
business.
A prospectus and accompanying prospectus
supplement in electronic form may be made available on the websites maintained by the underwriters. The underwriters may agree
to allocate a number of securities for sale to their online brokerage account holders. Such allocations of securities for internet
distributions will be made on the same basis as other allocations. In addition, securities may be sold by the underwriters to securities
dealers who resell securities to online brokerage account holders.
To the extent required, this prospectus
may be amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for
the securities in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement.
In connection with offerings of securities
under the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers,
or dealers may engage in transactions that stabilize or maintain the market price of the securities at levels above those that
might otherwise prevail in the open market. Specifically, underwriters, brokers, or dealers may over-allot in connection with offerings,
creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing
the price of the securities, the underwriters, brokers, or dealers may place bids for the securities or effect purchases of the
securities in the open market.
Finally, the underwriters may impose a penalty
whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of the securities in offerings
may be reclaimed by the syndicate if the syndicate repurchases previously distributed securities in transactions to cover short
positions, in stabilization transactions or otherwise. These activities may stabilize, maintain, or otherwise affect the market
price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced,
may be discontinued at any time.
LEGAL MATTERS
Proskauer Rose LLP, New York, New York,
will provide us with an opinion as to certain legal matters in connection with the securities we are offering.
EXPERTS
The audited financial
statements, schedule, and management’s assessment of the effectiveness of internal control over financial reporting incorporated
by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in
reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement on Form S-3 under the Securities Act to register the units, warrants, rights and debt securities offered by this prospectus.
This prospectus is part of the registration statement. This prospectus does not contain all the information contained in the registration
statement because we have omitted certain parts of the registration statement in accordance with the rules and regulations of the
SEC. For further information, we refer you to the registration statement, which you may read and copy at the public reference facilities
maintained by the SEC at 100 F Street, N. E. Room 1580, Washington, D.C. 20549. You may obtain copies at the prescribed rates from
the Public Reference Section of the SEC at its principal office in Washington, D.C. You may call the SEC at 1-800-SEC-0330 for
further information about the public reference rooms. The SEC maintains a website that contains reports and information statements
and other information regarding us. You may access the SEC’s website at
http://www.sec.gov
.
We are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended. As a result, we are required to file reports and other information with the
SEC. These materials can be copied and inspected at the locations described above. Copies of these materials can be obtained from
the Public Reference Section of the SEC at 100 F Street, N. E. Room 1580, Washington, D.C. 20549, at prescribed rates. Our depositary
units are listed on The NASDAQ Global Select Market under the symbol “IEP.”
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents
listed below, all filings made pursuant to the Securities and Exchange Act of 1934 after the date of the initial registration statement
and prior to effectiveness of the registration statement and any other future filings we will make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form 8-K containing disclosure furnished under Items 2.02
or 7.01 of Form 8-K, unless otherwise indicated therein):
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·
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 29 , 2016 (SEC File
No. 001-09516);
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·
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, filed with the SEC on May 6, 2016
and August 4, 2016, respectively (SEC File No. 001-09516);
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·
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Our Current Reports on Form 8-K, or 8-K/A, filed with the SEC on February 4, 2016, February 18, 2016, February 29, 2016,
March 1, 2016, April 7, 2016, April 27, 2016, April 28, 2016, July 27, 2016, July 28, 2016 and September 7, 2016 (SEC File
No.
001-09516);
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·
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All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
the initial registration statement and prior to the effectiveness of the registration statement, shall be deemed to be incorporated
by reference into this prospectus; and
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·
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All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the termination
of the offering, shall be deemed to be incorporated by reference into this prospectus.
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You may request a copy of these filings
(not including the exhibits to such documents unless the exhibits are specifically incorporated by reference in the information
contained in this prospectus), at no cost, by writing or telephoning us at the following address:
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Attn: Chief Financial Officer
Telephone requests may be directed to (212) 702-4300
This prospectus is part of a registration
statement we filed with the SEC. You should rely only on the information or representations provided in this prospectus. We have
authorized no one to provide you with different information. We are not making an offer of these securities in any state where
the offer is not permitted.
You should not assume that the information
in this prospectus is accurate as of any date other than the date on the front of the document.
Statements contained in this prospectus
as to the contents of any contract or document are not necessarily complete and in each instance reference is made to the copy
of that contract or document filed as an exhibit to the registration statement or as an exhibit to another filing, each such statement
being qualified in all respects by such reference and the exhibits and schedules thereto.
$1,000,000,000
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
PROSPECTUS
September , 2016
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The Securities and Exchange Commission registration
fee and the estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission registration fee
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$
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100,700
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The NASDAQ Stock Market Listing Fees
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*
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Transfer Agent and Registrar, Trustee and Depositary Fees
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*
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Accounting fees and expenses
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*
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Legal fees and expenses
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*
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Printing expenses
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*
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Miscellaneous
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*
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Total
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$
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*
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* Estimated expenses not presently known.
Item 15. Indemnification of Directors and Officers.
Indemnification Under the Delaware Limited Partnership Act
and the Second Amended and Restated Icahn Enterprises Partners L.P. Limited Partnership Agreement
Icahn Enterprises L.P., or the Partnership,
is organized under the laws of Delaware. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the “Partnership
Act”) provides that a limited partnership may, and shall have the power to, indemnify and hold harmless any partners or other
persons from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the
partnership agreement.
Section 6.15 of our partnership agreement
provides that the general partner, its affiliates, and all officers, directors, employees and agents of the general partner and
its affiliates (individually, an “Indemnitee”), to the fullest extent permitted by law, will be indemnified and held
harmless from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any
nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and
all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee
may be involved, or threatened to be involved, as a party or otherwise by reason of its status as (x) the general partner or an
affiliate thereof or (y) a partner, shareholder, director, officer, employee or agent of the general partner or an affiliate thereof
or (z) a Person serving at the request of the Partnership in another entity in a similar capacity, which relate to, arise out of
or are incidental to the Partnership, its property, business or affairs, including, without limitation, liabilities under the federal
and state securities laws, regardless of whether the Indemnitee continues to be a general partner, an affiliate, or an officer,
director, employee or agent of the general partner or of an affiliate thereof at the time any such liability or expense is paid
or incurred, if (i) the Indemnitee acted in good faith and in a manner it believed to be in, or not opposed to, the best interests
of the Partnership, and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful and
(ii) the Indemnitee’s conduct did not constitute willful misconduct. The agreement further provides that an Indemnitee shall
not be denied indemnification in whole or in part under Section 6.15 by reason of the fact that the Indemnitee had an interest
in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of
the partnership agreement. Any indemnification under Section 6.15 shall be satisfied solely out of the assets of the Partnership.
The record holders shall not be subject to personal liability by reason of the indemnification provision.
Indemnification Under the Delaware General Corporation Law
and the Certificate of Incorporation and Bylaws of Icahn Enterprises Finance Corp.
Icahn Enterprises Finance Corp. is a corporation
incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that under certain
circumstances a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such
person being or having been a director, officer, employee of or agent to the Registrants. The statute provides that it is not exclusive
of other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
Item 16. Exhibits
(a)
Exhibits
See the accompanying Exhibit Index.
Item 17. Undertakings
The undersigned registrants hereby undertake:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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provided, however
, that paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
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(i)
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If the registrant is relying on Rule 430B:
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date; or
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(ii)
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If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a Registration Statement
relating to an offering, other than Registration Statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness.
Provided, however
, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part
of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in
any such document immediately prior to such date of first use.
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(5) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, in a primary offering of securities of the undersigned registrants pursuant to the registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred
to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(6) That,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(7) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer of controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(8) For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrants
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as
of the time it was declared effective.
(9) For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
(10) The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed under
the Commission under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing a Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on September 9, 2016.
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ICAHN ENTERPRISES L.P.
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By: Icahn Enterprises G.P. Inc., its general partner
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/s/ Keith Cozza
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Keith Cozza
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President, Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints Keith Cozza and SungHwan Cho, and each of them, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments, including posteffective amendments, to
this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and
filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys
in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated:
/s/ Keith Cozza
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President, Chief Executive
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September 9, 2016
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Keith Cozza
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Officer and Director
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/s/ SungHwan Cho
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Chief Financial Officer and
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September 9, 2016
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SungHwan Cho
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Director
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/s/ Peter Reck
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Chief Accounting Officer
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September 9, 2016
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Peter Reck
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/s/ Jack G. Wasserman
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Director
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September 9, 2016
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Jack G. Wasserman
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/s/ William A. Leidesdorf
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Director
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September 9, 2016
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William A. Leidesdorf
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/s/ James L. Nelson
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Director
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September 9, 2016
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James L. Nelson
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Chairman of the Board
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Carl C. Icahn
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing a Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on September 9, 2016.
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ICAHN ENTERPRISES FINANCE CORP.
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/s/ Keith Cozza
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Keith Cozza
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President, Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints Keith Cozza and SungHwan Cho, and each of them, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments, including posteffective amendments, to
this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and
filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys
in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated:
/s/ Keith Cozza
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President, Chief Executive
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September 9, 2016
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Keith Cozza
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Officer and Director
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/s/ SungHwan Cho
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Chief Financial Officer and
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September 9, 2016
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SungHwan Cho
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Director
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/s/ Peter Reck
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Chief Accounting Officer
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September 9, 2016
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Peter Reck
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/s/ Jack G. Wasserman
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Director
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September 9, 2016
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Jack G. Wasserman
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|
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/s/ William A. Leidesdorf
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Director
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September 9, 2016
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William A. Leidesdorf
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/s/ James L. Nelson
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Director
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September 9, 2016
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James L. Nelson
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Chairman of the Board
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Carl C. Icahn
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EXHIBIT INDEX
Exhibit
No.
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Description
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1.1
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Form of Underwriting Agreement. *
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4.1
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Specimen Depositary Receipt (incorporated by reference to Exhibit No. 4.1 to Icahn Enterprises’ Form 10-Q (SEC File No. 001-09516) filed on August 4, 2016).
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4.2
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Specimen Certificate representing preferred units (incorporated by reference to Exhibit No. 4.9 to Icahn Enterprises’ Form S-3 (SEC File No. 033-54767), filed on February 22, 1995).
|
4.3
|
|
Form of Indenture.
|
4.4
|
|
Form of Indenture (Subordinated Debt Securities).*
|
4.5
|
|
Form of Warrant Agreement and Warrant Certificate. *
|
4.6
|
|
Form of Rights Agreement and Rights Certificate. *
|
5.1
|
|
Opinion of Proskauer Rose LLP.
|
12.1
|
|
Statement regarding computation of ratios.
|
23.1
|
|
Consent of Grant Thornton LLP.
|
23.2
|
|
Consent of Proskauer Rose LLP (included in Exhibit 5.1).
|
24.1
|
|
Power of Attorney (included on the signature pages to this From S-3).
|
25.1
|
|
Form T-1, Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Indenture.
|
*To be filed by amendment or as an exhibit to a report pursuant
to Section 13(a), 13(c) or 15(d) of the Exchange Act, as applicable.
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