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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/28/20 Icahn Enterprises L.P. 8-K:1,2,8,9 1/28/20 13:421K Toppan Merrill/FA Icahn Enterprises Holdings L.P. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 53K 2: EX-10.1 Material Contract HTML 91K 3: EX-99.1 Miscellaneous Exhibit HTML 12K 9: R1 Cover HTML 57K 12: XML IDEA XML File -- Filing Summary XML 12K 11: XML XBRL Instance -- tm205861d1_8k_htm XML 24K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- iep-20200128_def XML 73K 6: EX-101.LAB XBRL Labels -- iep-20200128_lab XML 101K 7: EX-101.PRE XBRL Presentations -- iep-20200128_pre XML 70K 4: EX-101.SCH XBRL Schema -- iep-20200128 XSD 14K 8: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 13: ZIP XBRL Zipped Folder -- 0001104659-20-007677-xbrl Zip 39K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i January 28, 2020
| Commission File Number |
Exact Name of Registrant as Specified in its Charter, Address of Principal Executive Offices and Telephone Number |
State of Incorporation |
I.R.S. Employer Identification No. |
| i 1-9516 |
i 767 Fifth Avenue, i Suite 4700 |
i Delaware | i 13-3398766 |
| i 333-118021-01 |
i ICAHN ENTERPRISES HOLDINGS L.P. i 767 Fifth Avenue, i Suite 4700 |
i Delaware | i 13-3398767 |
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:
| i ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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: | ||
| i Depositary Units | i IEP | i 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 i ¨
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. ¨
| Co-Registrant CIK | 0001034563 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2020-01-28 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
C:
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Senior Notes Offering
On January 28, 2020, Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn Enterprises Finance Corp. (“Icahn Enterprises Finance” and, together with Icahn Enterprises, the “Issuers”) closed their previously announced sale of $300,000,000 aggregate principal amount of additional 4.750% Senior Notes due 2024 (the “Notes”) pursuant to the purchase agreement, dated as of January 23, 2020 (the “Purchase Agreement”), by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the “Guarantor”), and Jefferies LLC, as initial purchaser (the “Initial Purchaser”). The Notes were priced at 102.000% of their face amount. The net proceeds from the sale of the Notes were approximately $305 million after deducting the initial purchaser’s discount and commission and estimated fees and expenses related to the offering.
Interest on the Notes will be payable on March 15 and September 15 of each year, commencing March 15, 2020. The Purchase Agreement contains customary representations, warranties and covenants of the parties and indemnification and contribution provisions whereby the Issuers and the Guarantor, on the one hand, and the Initial Purchaser, on the other, have agreed to indemnify each other against certain liabilities.
The Issuers issued the Notes under the indenture, dated as of September 6, 2019 (the “Indenture”), by and among the Issuers, the Guarantor and Wilmington Trust, National Association, as trustee (the “Trustee”), pursuant to which the Issuers previously issued $800,000,000 aggregate principal amount of 4.750% Senior Notes due 2024 (the “Existing Notes”). The Notes have substantially identical terms as the Existing Notes, except that any Notes offered and sold outside of the United States to non-U.S. persons in offshore transactions in accordance with Regulation S will be issued under a new CUSIP number. The Notes constitute the same series of securities as the Existing Notes for purposes of the Indenture governing the Notes and the Existing Notes, and will vote together on all matters with the Existing Notes.
The Notes and the related guarantee are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness, including the Existing Notes, and rank senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. The Notes and the related guarantee are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. The Notes and the related guarantee are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.
In connection with the sale of the Notes, the Issuers and the Guarantor entered into a Registration Rights Agreement, dated January 28, 2020 (the “Registration Rights Agreement”), with the Initial Purchaser. Pursuant to the Registration Rights Agreement, the Issuers have agreed to file a registration statement with the U.S. Securities and Exchange Commission, on or prior to 120 calendar days after the closing of the offering, to register an offer to exchange the Notes for registered notes guaranteed by the Guarantor with substantially identical terms, and to use commercially reasonable efforts to cause the registration statement to become effective by the 210th day after the closing of the offering. Additionally, the Issuers and the Guarantor may be required to file a shelf registration statement to cover resales of the Notes in certain circumstances. If the Issuers and the Guarantor fail to satisfy these obligations, the Issuers may be required to pay additional interest to holders of the Notes under certain circumstances.
A copy of the Registration Rights Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement. The foregoing description of the Indenture is qualified in its entirety by reference to the Indenture filed by the Issuers on Form 8-K on September 6, 2019.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
Please see the information set forth in Item 1.01 above, which is incorporated by reference into this Item 2.03.
C:
| ITEM 8.01 | OTHER ITEMS |
On January 28, 2020, Icahn Enterprises issued a press release announcing the closing of the offering of the Notes. A copy of the press release is filed and attached hereto as Exhibit 99.1 and incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Registration Rights Agreement, dated January 28, 2020, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P. and Jefferies LLC. | |
| 99.1 | Press Release dated January 28, 2020. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). |
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the 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 | |||
| By: | /s/ Peter Reck | |||
| Date: January 28, 2020 |
Chief Accounting Officer | |||
|
ICAHN ENTERPRISES HOLDINGS L.P. (Registrant) | ||||
| By: |
Icahn Enterprises G.P. Inc. its general partner | |||
| By: | /s/ Peter Reck | |||
| Date: January 28, 2020 |
Chief Accounting Officer | |||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/15/20 | ||||
| Filed on / For Period end: | 1/28/20 | |||
| 1/23/20 | 8-K | |||
| 9/6/19 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Icahn Enterprises L.P. 10-K 12/31/23 113:23M Toppan Merrill Bridge/FA 2/24/23 Icahn Enterprises L.P. 10-K 12/31/22 108:23M Toppan Merrill Bridge/FA 2/25/22 Icahn Enterprises L.P. 10-K 12/31/21 111:24M Toppan Merrill Bridge/FA 2/26/21 Icahn Enterprises L.P. 10-K 12/31/20 114:27M Toppan Merrill Bridge/FA |