Item 8.01 Other Events.
On February 19, 2021, Icahn Enterprises L.P. (“Icahn Enterprises”)
and Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the “Company”) caused the Trustee (as defined
below) to deliver on the Company’s behalf a supplemental notice of conditional redemption to The Depositary Trust Company
(“DTC”), in accordance with DTC’s applicable procedures, stating that the Company elected, in its sole discretion,
to delay the redemption date set forth in the Company’s previously reported notice of conditional redemption, dated as of
January 22, 2021, to holders of the Company’s outstanding 6.250% Senior Notes due 2022 (the “2022 Notes”), whereby
the Company elected to redeem, subject to the satisfaction of the conditions precedent set forth therein, any and all (after giving
effect to the consummation of the Company’s redemption of $750,000,000 principal amount of 2022 Notes on February 1, 2021)
outstanding 2022 Notes (or such lesser amount as set forth therein), which were issued under an indenture, dated as of January
18, 2017, among the Company, Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee
(the “Trustee”). As a result of such election, the redemption date will be the New Redemption Date (as defined below).
The
redemption is subject to the satisfaction of the following conditions precedent: (i) on or prior to the New Redemption Date, the
receipt by the Company of net proceeds in an amount equal to at least $455,000,000 (or such other amount as may be determined by
the Company in its sole discretion and provided that, for the avoidance of doubt, if such amount received is less than $455,000,000,
then as set forth in the supplemental notice of conditional redemption, the Company does instead elect to redeem the maximum aggregate
principal amount of 2022 Notes possible using such net proceeds as determined by the Company in its sole discretion) from one or
more debt transactions and other related transactions, in each case in a form, on terms, subject to conditions and pursuant to
documentation satisfactory to the Company in its sole discretion (collectively, the “Debt Transactions”) and (ii) at
least one business day prior to the New Redemption Date, the delivery to the Trustee of written notice by the Company (in its sole
discretion) to the effect that such consummation of the Debt Transactions has occurred (as so determined and as and to the extent
so required by the Company) and the principal amount of the 2022 Notes to be redeemed. The redemption date (the “New Redemption
Date”) will be the earlier of (i) March 23, 2021 (subject to the satisfaction of the conditions precedent and subject to
further delay in the Company’s sole discretion until such time as the conditions precedent are satisfied) and (ii) the date
on which the conditions precedent are deemed satisfied or waived by the Company, in its sole discretion (such determination to
be provided by written notice to DTC in accordance with DTC’s applicable procedures and to the Trustee), and the redemption
price will be equal to 100.000% of the principal amount of the 2022 Notes redeemed, plus accrued and unpaid interest and special
interest, if any, thereon to, but not including, the New Redemption Date. If less than all 2022 Notes are redeemed, the 2022 Notes
will be selected for redemption in accordance with the applicable requirements of DTC and, after the New Redemption Date, upon
surrender of a 2022 Note that is redeemed in part, a new Note or Notes in principal amount equal to the unredeemed portion will
be issued upon cancellation of the original 2022 Note. In the event that the conditions precedent are not satisfied by the
New Redemption Date (as originally established or as further delayed in the Company’s sole discretion), the supplemental
notice of conditional redemption will be automatically deemed rescinded and of no force and effect, and no portion of the 2022
Notes will be deemed to have been called for redemption.
The above description of the supplemental notice of conditional
redemption is not complete and is qualified in its entirety by reference to the supplemental notice of conditional redemption,
which is filed hereto as Exhibit 99.1 and is incorporated by reference herein.
This Current Report on Form 8-K does not constitute a notice
of redemption of the 2022 Notes. There can be no assurances that the conditions precedent to the redemption will be satisfied or
that the redemption will occur.