ICAHN ENTERPRISES L.P. — Capital/Financing Update 2021

Dec 7, 2021

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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 7, 2021

| ( 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) | (IRS Employer Identification No.) |
| --- | --- | --- | --- |
| 1-9516 | ICAHN ENTERPRISES L.P. 16690 Collins Avenue , PH-1 Sunny Isles Beach , FL 33160 ( 305 ) 422-4100 | Delaware | 13-3398766 |
| 333-118021-01 | ICAHN ENTERPRISES HOLDINGS L.P. 16690 Collins Avenue , PH-1 Sunny Isles Beach , FL 33160 ( 305 ) 422-4100 | Delaware | 13-3398767 |

(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:

¨ 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. ¨

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Co-Registrant CIK	0001034563
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2021-12-7
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Emerging Growth Company	¨
Co-Registrant PreCommencement Issuer Tender Offer	false

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Item 7.01 Regulation FD Disclosure.

On December 7, 2021, Icahn Enterprises L.P. issued the press release attached hereto as Exhibit 99.1 announcing the completion of the previously announced sale of our wholly owned subsidiary, PSC Metals, LLC.

The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. In addition, the information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any of Icahn Enterprises L.P.’s or Icahn Enterprises Holdings L.P.'s filings with the Securities and Exchange Commission or any other document except as shall be expressly set forth by specific reference in such filing or document.

Item 8.01 Other Events.

On December 7, 2021, Icahn Enterprises L.P. announced the completion of the previously announced sale of our wholly owned subsidiary, PSC Metals, LLC for total cash consideration of approximately $323 million, including repaid indebtedness and subject to customary post-closing adjustments .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 – Press Release dated December 7, 2021.

104 – Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

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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
	Ted Papapostolou
	Chief Financial Officer

Date: December 7, 2021

ICAHN ENTERPRISES HOLDINGS L.P.
	(Registrant)
By:	Icahn Enterprises G.P. Inc., its general partner
By:	/s/ Ted Papapostolou
	Ted Papapostolou
	Chief Financial Officer

Date: December 7, 2021

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