Current Report Filing (8-k)
08 April 2021 - 9:59PM
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2021-04-08
2021-04-08
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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):
April 8, 2021
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.
16690 Collins Ave, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
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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.
16690 Collins Ave, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
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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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Depositary 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. ¨
Co-Registrant CIK
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0001034563
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Co-Registrant Amendment Flag
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false
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Co-Registrant Form Type
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8-K
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Co-Registrant DocumentPeriodEndDate
|
2021-4-8
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Co-Registrant Written Communications
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false
|
Co-Registrant Solicitating Materials
|
false
|
Co-Registrant PreCommencement Tender Offer
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false
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Emerging Growth Company
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¨
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Co-Registrant PreCommencement Issuer Tender Offer
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false
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Former Address
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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 April 8, 2021, 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 5.250% Senior Notes due 2027 (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 December 12, 2019, by and
among the Issuers, Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee. The net proceeds
from the Notes Offering will be used to redeem the Issuers’ existing 6.250% Senior Notes due 2022 pursuant to the Issuers’
previously announced notice of conditional redemption. There can be no assurance that the issuance and sale of any debt securities of
the Issuers will be consummated, that the conditions precedent to the redemption will be satisfied, or that the redemption will occur.
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 April 8, 2021 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: April 8, 2021
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By:
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/s/ Ted Papapostolou
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Ted Papapostolou
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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 April 8, 2021
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By:
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/s/ Ted Papapostolou
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Ted Papapostolou
Chief Accounting Officer
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