Current Report Filing (8-k)
September 03 2019 - 8:37AM
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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 3, 2019
Commission
File Number
|
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.
|
1-9516
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Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
(212) 702-4300
|
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
|
Delaware
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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:
¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
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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. ¨
Item 7.01.
|
Regulation FD Disclosure
|
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 September 3,
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 Senior Notes due 2024 (the “Notes”),
for issuance in a private placement (the “Notes Offering”) not registered under the Securities Act. The Notes will
be issued under an indenture to be dated the issue date of the Notes by and among the Issuers, Icahn Enterprises Holdings L.P.,
as guarantor, and Wilmington Trust, National Association, as trustee. The proceeds from the Notes Offering will be used for general
limited partnership purposes. 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.
Item 9.01.
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Financial Statements and Exhibits
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99.1 – Investor Presentation.
99.2 – Press Release dated September 3, 2019 announcing the Notes Offering.
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, 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: September
3, 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: September 3, 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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Co-Registrant CIK
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0001034563
|
Co-Registrant Amendment Flag
|
false
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Co-Registrant Form Type
|
8-K
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Co-Registrant DocumentPeriodEndDate
|
2019-09-03
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Co-Registrant Written Communications
|
false
|
Co-Registrant Solicitating Materials
|
false
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Co-Registrant PreCommencement Tender Offer
|
false
|
Co-Registrant PreCommencement Issuer Tender Offer
|
false
|
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