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.
Item 8.01 Other Events
On January 6, 2020, 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 4.750% Senior
Notes due 2024 (the "2024 Notes") and additional 5.250% Senior Notes due 2027
(the "2027 Notes"), for issuance in a private placement (the "Notes Offering")
not registered under the Securities Act. The 2024 Notes will be issued under the
indenture dated as of September 6, 2019 and the 2027 Notes will be issued under
the indenture dated as of December 12, 2019, in each case, 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, including the redemption of the
Issuers' existing 5.875% senior unsecured notes due 2022. 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. Financial Statements and Exhibits
(d) Exhibits
99.1 - Investor Presentation.
99.2 - Press Release dated January 6, 2020 announcing the Notes Offering.
104 - Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit
101).
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