Current Report Filing (8-k)

Date : 09/06/2019 @ 8:13PM
Source : Edgar (US Regulatory)
Stock : Icahn Enterprises LP (IEP)
Quote : 59.63  -0.57 (-0.95%) @ 12:59AM

Current Report Filing (8-k)

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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): September 6, 2019

 

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.

767 Fifth Avenue, Suite 4700

New York, New York 10153

(212) 702-4300

Delaware 13-3398766
333-118021-01

ICAHN ENTERPRISES HOLDINGS L.P.

767 Fifth Avenue, Suite 4700

New York, New York 10153

(212) 702-4300

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:
Depository 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.  ¨

 

 

 

 

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

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.

 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

Please see the information set forth in Item 1.01 above, which is incorporated by reference into this Item 2.03.

 

 

 

 

ITEM 8.01 OTHER ITEMS

 

On September 6, 2019, Icahn Enterprises issued a press release announcing the closing of the offering of the Notes. A copy of the press release is filed and attached hereto as Exhibit 99.1 and incorporated by reference herein.

  

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit No.   Description
     
4.1   Indenture, dated September 6, 2019, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee.
     
10.1   Registration Rights Agreement, dated September 6, 2019, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P. and Jefferies LLC.
     
99.1   Press Release dated September 6, 2019.
     
104   Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ICAHN ENTERPRISES L.P.

(Registrant)

       
  By:  

Icahn Enterprises G.P. Inc.

its general partner

       
    By:    /s/ Peter Reck  
Date:  September 6, 2019    

Peter Reck

Chief Accounting Officer

       
 

ICAHN ENTERPRISES HOLDINGS L.P.

(Registrant)

       
  By:

Icahn Enterprises G.P. Inc.

its general partner

       
    By:   /s/ Peter Reck  
Date:  September 6, 2019    

Peter Reck

Chief Accounting Officer

  

 

 

 

 

 

 

Co-Registrant CIK 0001034563
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2019-09-06
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false

Emerging growth company¨

Icahn Enterprises (NASDAQ:IEP)
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