Current Report Filing (8-k)
June 24 2019 - 8:12AM
Edgar (US Regulatory)
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): June
24, 2019
Commission File Number
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Exact Name of Registrant as Specified
in its Charter,
Address of Principal Executive Offices
and Telephone Number
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State of
Incorporation
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I.R.S.
Employer
Identification No.
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1-9516
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Icahn
Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
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Delaware
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13-3398766
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333-118021-01
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ICAHN ENTERPRISES HOLDINGS L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
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Delaware
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13-3398767
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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:
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Depository Units
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IEP
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Nasdaq Global Select Market
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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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Item 7.01
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Regulation FD Disclosure
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In connection with the offering described in Item 8.01 below,
Icahn Enterprises L.P. (“Icahn Enterprises”) is making investor presentations to certain existing and potential investors.
The investor presentation is attached hereto as Exhibit 99.1
The information in this Item 7.01, including the exhibits attached
hereto, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and
shall not be deemed to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless
of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a
filing.
On June 24, 2019, Icahn Enterprises issued a press release announcing
that it, together with Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the “Issuers”), intends to
commence an offering of additional 6.250% Senior Notes due 2026 (the “Notes”), for issuance in a private placement
(the “Notes Offering”) not registered under the Securities Act. The Notes will be issued under the indenture dated
as of May 10, 2019 by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (“Icahn Enterprises Holdings”),
and Wilmington Trust, National Association, as trustee. The proceeds from the Notes Offering will be used for general limited partnership
purposes, including the repayment of our existing 6.000% senior unsecured notes due 2020. There can be no
assurance that the issuance and sale of any debt securities of the Issuers will be consummated. A copy of the press release is
attached hereto as Exhibit 99.2.
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.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
99.1 – Investor Presentation.
99.2 – Press Release dated June 24, 2019 announcing the Notes Offering.
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.
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ICAHN ENTERPRISES L.P.
(Registrant)
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By:
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Icahn Enterprises G.P. Inc.
its general partner
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Date: June 24, 2019
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By:
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/s/ Peter Reck
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Peter Reck
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Chief Accounting Officer
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ICAHN ENTERPRISES HOLDINGS L.P.
(Registrant)
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By:
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Icahn Enterprises G.P. Inc.
its general partner
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Date: June 24, 2019
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By:
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/s/ Peter Reck
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Peter Reck
Chief Accounting Officer
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