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

Apr 8, 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): April 8, 2021

| 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. |
| --- | --- | --- | --- |
| 1-9516 | ICAHN ENTERPRISES L.P. 16690 Collins Ave , PH-1 Sunny Isles Beach , FL 33160 ( 305 ) 422-4100 | Delaware | 13-3398766 |
| 333-118021-01 | ICAHN ENTERPRISES HOLDINGS L.P. 16690 Collins Ave , PH-1 Sunny Isles Beach , FL 33160 ( 305 ) 422-4100 | Delaware | 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:

¨ 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	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	2021-4-8
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 8.01 Other Events.

On April 8, 2021, 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”), priced their offering of $455,000,000 aggregate principal amount of additional 5.250% Senior Notes due 2027 (the “Notes”) at an offering price of 102.000%, plus accrued interest from November 15, 2020, in a private placement not registered under the Securities Act of 1933, as amended (such offering, the “Notes Offering”). The Notes Offering is expected to close on April 12, 2021, subject to customary closing conditions. The Notes will be guaranteed by Icahn Enterprises Holdings L.P. The net proceeds from the Notes Offering will be used to redeem all of the Issuers’ existing 6.250% Senior Notes due 2022 pursuant to the Issuers’ previously announced notice of conditional redemption. There can be no assurance that the issuance and sale of any debt securities of the Issuers will be consummated, that the conditions precedent to the redemption will be satisfied, or that the redemption will occur.

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 April 8, 2021.

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

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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.

By:	Icahn Enterprises G.P. Inc. its general partner
Date: April 8, 2021	By:	/s/ Ted Papapostolou
		Ted Papapostolou
		Chief Accounting Officer

By:	Icahn Enterprises G.P. Inc. its general partner
Date: April 8, 2021	By:	/s/ Ted Papapostolou
		Ted Papapostolou Chief Accounting Officer

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