Current Report Filing (8-k)
November 30 2017 - 10:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November
30, 2017
Commission File Number
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Exact Name of Registrant as Specified
in its Charter,
Address of Principal Executive Offices
and Telephone Number
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State of
Incorporation
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I.R.S.
Employer
Identification No.
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1-9516
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Icahn
Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
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Delaware
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13-3398766
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333-118021-01
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ICAHN
ENTERPRISES HOLDINGS L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
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Delaware
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13-3398767
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(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17
CFR 240.12b-2).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 7.01.
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Regulation FD Disclosure
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On November 30, 2017, Icahn Enterprises L.P. (“Icahn
Enterprises”) issued a press release announcing that it, together with Icahn Enterprises Finance Corp. (together with
Icahn Enterprises, the “Issuers”), intends to commence an offering of $1.26 billion in aggregate principal
amount of additional 6.250% Senior Notes due 2022 (the “2022 Notes”), additional 6.750% Senior Notes due 2024
(the “2024 Notes) and new Senior Notes due 2025 (the “2025 Notes” and, together with the 2022 Notes and the
2024 Notes, the “Notes”) for issuance in a private placement not registered under the Securities Act of 1933, as
amended (the “Securities Act”). The 2022 Notes and 2024 Notes will be issued under the indenture dated as of
January 18, 2017 by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National
Association, as trustee. The 2025 Notes will be issued under an indenture to be dated the issue date of the 2025 Notes by and
among the Issuers, Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee. The
Notes will be guaranteed by Icahn Enterprises Holdings L.P. The proceeds from the Notes offering will be used to redeem all
of the Issuers’ existing 4.875% Senior Notes due 2019 and pay related fees and expenses. There can be no assurance that
the issuance and sale of any debt securities of the Issuers or the redemption of the Issuers’ 4.875% Senior Notes due
2019 will be consummated. A copy of the press release is attached hereto as Exhibit 99.1.
In addition, in connection with the Notes offering, Icahn Enterprises
is making investor presentations to certain existing and potential investors. The investor presentation is attached hereto as Exhibit
99.2
This Current Report on Form 8-K is neither an offer to sell
nor a solicitation of an offer to buy any securities of Icahn Enterprises.
The information in this Item 7.01, including the exhibits attached
hereto, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and
shall not be deemed to be incorporated by reference into any of the Registrant’s filings under the Securities Act or the
Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in such a filing.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ICAHN
ENTERPRISES L.P.
(Registrant)
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By:
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Icahn
Enterprises G.P. Inc.
its
general partner
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Date: November
30, 2017
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By:
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/s/ Peter
Reck
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Peter Reck
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Chief Accounting Officer
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ICAHN
ENTERPRISES HOLDINGS L.P.
(Registrant)
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By:
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Icahn
Enterprises G.P. Inc.
its
general partner
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Date November 30, 2017
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By:
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/s/ Peter
Reck
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Peter
Reck
Chief
Accounting Officer
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Icahn Enterprises (NASDAQ:IEP)
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