ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Senior Notes Offering
On June 27, 2019, Icahn Enterprises L.P. (“Icahn Enterprises”)
and Icahn Enterprises Finance Corp. (“Icahn Enterprises Finance” and, together with Icahn Enterprises, the “Issuers”)
closed their previously announced sale of $500,000,000 aggregate principal amount of additional 6.250% Senior Notes due 2026 (the
“Notes”) pursuant to the purchase agreement, dated June 24, 2019 (the “Purchase Agreement”), by and among
the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the “Guarantor”), and Jefferies LLC, as initial purchaser
(the “Initial Purchaser”). The Notes were priced at 101.383% of their face amount. The net proceeds from the sale
of the Notes were approximately $506 million after deducting the initial purchaser’s discount and commission and estimated
fees and expenses related to the offering.
Interest on the Notes will be payable on May 15 and November 15
of each year, commencing November 15, 2019. The Purchase Agreement contains customary representations, warranties and covenants
of the parties and indemnification and contribution provisions whereby the Issuers and the Guarantor, on the one hand, and the
Initial Purchaser, on the other, have agreed to indemnify each other against certain liabilities.
The Issuers issued the Notes under the indenture dated as of May
10, 2019 (the “Indenture”), among the Issuers, Icahn Enterprises Holdings, as guarantor, and Wilmington Trust, National
Association, as trustee (the “Trustee”), pursuant to which the Issuers previously issued $750,000,000 aggregate principal
amount of 6.250% Senior Notes due 2026 (the “Existing 2026 Notes”). The Notes offered in this offering have identical
terms to the Existing 2026 Notes, except that any Notes offered and sold in offshore transactions in reliance on Regulation S will
be issued under a new CUSIP number. The Notes constitute the same series of securities as our Existing 2026 Notes for purposes
of the Indenture, and will vote together on all matters with such notes.
The Notes and the related guarantees are the senior unsecured obligations
of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness,
including the Existing 2026 Notes, and rank senior to all of the Issuers’ and the Guarantor’s existing and future subordinated
indebtedness. The Notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s
existing and future secured indebtedness to the extent of the collateral securing such indebtedness. The Notes and the
related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries
other than the Guarantor.
In connection with the sale of the Notes, the Issuers and the Guarantor
entered into a Registration Rights Agreement, dated June 27, 2019 (the “Registration Rights Agreement”), with the Initial
Purchaser. Pursuant to the Registration Rights Agreement, the Issuers have agreed to file a registration statement with
the U.S. Securities and Exchange Commission, on or prior to 120 calendar days after the closing of the offering, to register an
offer to exchange the Notes for registered notes guaranteed by the Guarantor with substantially identical terms, and to use commercially
reasonable efforts to cause the registration statement to become effective by the 210th day after the closing of the offering. Additionally,
the Issuers and the Guarantor may be required to file a shelf registration statement to cover resales of the Notes in certain circumstances.
If the Issuers and the Guarantor fail to satisfy these obligations, the Issuers may be required to pay additional interest to holders
of the Notes under certain circumstances.
A copy of the Registration Rights Agreement is attached as Exhibit
10.1 to this Form 8-K and is incorporated by reference herein. The foregoing description of each of the Registration Rights Agreement
is qualified in its entirety by reference to the Registration Rights Agreement.