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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/21/22 Icahn Enterprises L.P. 8-K:1,9 11/21/22 13:497K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 200K 3: EX-5.1 Opinion of Counsel re: Legality HTML 13K 4: EX-8.1 Opinion of Counsel re: Tax Matters HTML 11K 8: R1 Cover HTML 47K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- tm2231023d1_8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.LAB XBRL Labels -- iep-20221121_lab XML 98K 7: EX-101.PRE XBRL Presentations -- iep-20221121_pre XML 64K 5: EX-101.SCH XBRL Schema -- iep-20221121 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 13: ZIP XBRL Zipped Folder -- 0001104659-22-120849-xbrl Zip 68K
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 November 21, 2022
| (Commission File Number) |
(Exact Name of Registrant as Specified in Its Charter) (Address of Principal Executive Offices) (Zip Code) (Telephone Number) |
(State or Other |
(I.R.S. Employer Identification |
| i 1-9516 |
i Sunny Isles Beach, i FL i 33160 |
i Delaware | i 13-3398766 |
(Former Name or Former Address, if Changed Since Last Report)
N/A
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 of Icahn Enterprises L.P. Representing Limited Partner Interests | 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. ¨
C:
Item 1.01 Entry into a Material Definitive Agreement.
On November 21, 2022, Icahn Enterprises L.P. (the “Company”) entered into an open market sales agreement (the “Sales Agreement”) with Jefferies LLC (the “Agent”). Pursuant to the terms of the Sales Agreement, the Company may issue and sell the Company’s depositary units representing limited partner interests (the “Depositary Units”) having an aggregate offering amount of up to $400,000,000 from time to time through the Agent. The Agent will use its commercially reasonable efforts, as the agent and subject to the terms of the Sales Agreement, to sell the Depositary Units offered. Sales of the Depositary Units, if any, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Global Select Market. The Company may also agree to sell Depositary Units to the Agent as principal for its own account on terms agreed to by the Company and the Agent. The Agent will be entitled to a commission from the Company of up to 2.00% of the gross sales price per Depositary Unit sold under the Sales Agreement by the Agent acting as the Company’s agent with the exact amount to be agreed by the Company. The Company intends to use any net proceeds from the offering to fund potential acquisitions and for general limited partnership purposes.
The Depositary Units are registered under the Securities Act, pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 266174), which was declared effective by the Securities and Exchange Commission on July 26, 2022.
The Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the Sales Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit.
The Agent has provided, and may in the future provide, various investment banking, commercial banking, financial advisory and other services to the Company and its affiliates for which services it has received and may in the future receive, customary fees. In the course of its business, the Agent may actively trade the Company’s securities for its own account or for the accounts of customers, and, accordingly, the Agent may at any time hold long or short positions in such securities.
A copy of the opinion of Proskauer Rose LLP relating to the legality of the Depositary Units is filed as Exhibit 5.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 1.1 | Open Market Sales Agreement, dated as of November 21, 2022, between Icahn Enterprises L.P. and Jefferies LLC | |
| 5.1 | Opinion of Proskauer Rose LLP | |
| 8.1 | Opinion of Proskauer Rose LLP relating to tax matters | |
| 23.1 | Consent of Proskauer Rose LLP (included in Exhibit 5.1 hereto) | |
| 23.2 | Consent of Proskauer Rose LLP (included in Exhibit 8.1 hereto) | |
| 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/ Ted Papapostolou | ||
| Date: November 21, 2022 | Ted Papapostolou | ||
| Chief Financial Officer and Chief Accounting Officer | |||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 11/21/22 | 424B5 | ||
| 7/26/22 | EFFECT | |||
| List all Filings | ||||