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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):
December 12, 2023
(Commission
File
Number) |
(Exact
Name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices) (Zip Code)
(Telephone Number) |
(State or Other
Jurisdiction of
Incorporation or
Organization) |
(I.R.S.
Employer
Identification
No.) |
1-9516 |
ICAHN
ENTERPRISES L.P.
16690
Collins Ave, PH-1
Sunny
Isles Beach, FL
33160
(305)
422-4100 |
Delaware |
13-3398766 |
N/A
(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:
¨ |
Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered: |
Depositary
Units of Icahn Enterprises L.P. Representing Limited Partner Interests |
|
IEP |
|
Nasdaq Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934. 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. ¨
On December 12, 2023, 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 Senior Notes due 2029 (the “Notes”), for issuance in a private placement (the “Notes
Offering”) not registered under the Securities Act of 1933, as amended. The Notes will be issued under an indenture to be dated
the issue date of the Notes by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association,
as trustee. The net proceeds from the Notes Offering will be used, together with cash on hand, to redeem the Issuers’ existing 4.75%
Senior Unsecured Notes due 2024 in full. There can be no assurance that the issuance and sale of any debt securities of the Issuers will
be consummated.
A copy of the press release is attached hereto as Exhibit 99.1.
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.
| Item 9.01. | Financial
Statements and Exhibits |
(d) Exhibits
99.1 – Press Release dated December 12, 2023 announcing the Notes Offering.
104 – Cover Page Interactive Data File (formatted in Inline XBRL
in Exhibit 101).
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.
|
ICAHN ENTERPRISES L.P.
(Registrant) |
|
|
|
|
|
By: |
Icahn Enterprises G.P. Inc.
its general partner |
|
|
|
|
Date: December 12, 2023 |
|
By: |
/s/ Ted Papapostolou |
|
|
|
Ted Papapostolou |
|
|
|
Chief Financial Officer |
Exhibit 99.1
Icahn Enterprises L.P. Intends to Offer New Senior Notes
(Sunny Isles Beach, Florida, December 12, 2023)
– Icahn Enterprises L.P. (NASDAQ: IEP) – Icahn Enterprises L.P. (“Icahn Enterprises”) announced today that it,
together with Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the “Issuers”), intends to commence an offering
of Senior Notes due 2029 (the “Notes”) for issuance in a private placement not registered under the Securities Act of 1933,
as amended (the “Securities Act”). The Notes will be issued under an indenture by and among the Issuers, Icahn Enterprises
Holdings L.P., as guarantor (the “Guarantor”), and Wilmington Trust, National Association, as trustee, and will be guaranteed
by the Guarantor. The net proceeds from the offering will be used, together with cash on hand, to redeem the Issuers’ existing 4.75%
Senior Unsecured Notes due 2024 in full. There can be no assurance that the issuance and sale of any debt securities of the Issuers will
be consummated.
The Notes and related guarantees are being offered
only (1) in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act and (2) outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities
Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act. This press release shall not constitute an offer to sell or a solicitation
of an offer to buy any securities of the Issuers.
About Icahn Enterprises L.P.
Icahn Enterprises L.P. (NASDAQ: IEP), a master
limited partnership, is a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses:
Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.
Caution Concerning Forward-Looking Statements
This release contains certain statements that
are, or may deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
“will” or words of similar meaning and include, but are not limited to, statements about the expected future business and
financial performance of Icahn Enterprises and its subsidiaries. Actual events, results and outcomes may differ materially from our expectations
due to a variety of known and unknown risks, uncertainties and other factors, including risks related to economic downturns, substantial
competition and rising operating costs; the impacts from the Russia/Ukraine conflict and conflict
in the Middle East, including economic volatility and the impacts of export controls and other economic sanctions; risks related
to our investment activities, including the nature of the investments made by the private funds in which we invest, declines in the fair
value of our investments as a result of the COVID-19 pandemic, losses in the private funds and loss of key employees; risks related to
our ability to continue to conduct our activities in a manner so as to not be deemed an investment company under the Investment Company
Act of 1940, as amended, or to be taxed as a corporation; risks related to short sellers and associated
litigation and regulatory inquiries; risks related to our energy business, including the volatility and availability of crude oil,
other feed stocks and refined products, declines in global demand for crude oil, refined products and liquid transportation fuels, unfavorable
refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural
industry and seasonality of results; risks related to our automotive activities and exposure
to adverse conditions in the automotive industry, including as a result of the COVID-19 pandemic and the Chapter 11 filing of our automotive
parts subsidiary; risks related to our food packaging activities, including competition from better capitalized competitors, inability
of our suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; supply
chain issues; inflation, including increased costs of raw materials and shipping, including as a result of the Russia/Ukraine conflict
and conflict in the Middle East; interest rate increases; labor shortages and workforce availability; risks related to our real estate
activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including
changes in the availability and price of raw materials, manufacturing disruptions, and changes in transportation costs and delivery times;
and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission including our
Annual Report on Form 10-K and our quarterly reports on Form 10-Q under the caption “Risk Factors”. Additionally, there may
be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ
materially from the forward-looking statements. Past performance in our Investment segment is not indicative of future performance. We
undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments
or otherwise.
Investor Contact:
Ted Papapostolou, Chief Financial Officer
IR@ielp.com
(800) 255-2737
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