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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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Senior Notes Offering
On September 6, 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 new 4.750% Senior
Notes due 2024 (the “Notes”) pursuant to the purchase agreement, dated September 3, 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 100.000% of their face amount. The net proceeds
from the sale of the Notes were approximately $498 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 March 15 and September
15 of each year, commencing March 15, 2020. 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 an indenture dated as of
September 6, 2019 (the “Indenture”), among the Issuers, the Guarantor and Wilmington Trust, National Association,
as trustee (the “Trustee”). The Indenture contains customary events of default and covenants relating to, among other
things, the incurrence of debt, affiliate transactions, liens and restricted payments. On or after June 15, 2024, the Issuers
may redeem all or a part of the Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and
unpaid interest to the date of redemption. Prior to June 15, 2024, the Issuers may redeem all or a part of the Notes by paying
a “make-whole” premium. If the Issuers experience a change of control, the Issuers must offer to purchase for cash
all or any part of each holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued
and unpaid interest to the date of purchase.
The Notes and the related guarantee 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, and rank senior to all of the Issuers’ and the Guarantor’s existing and future subordinated
indebtedness. The Notes and the related guarantee 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 guarantee 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 September 6, 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 each of the Indenture
and Registration Rights Agreement is attached as Exhibit 4.1 and Exhibit 10.1 to this Form 8-K, respectively, and is incorporated
by reference herein. The foregoing description of each of the Indenture and Registration Rights Agreement is qualified in its
entirety by reference to the Indenture and the Registration Rights Agreement, respectively.