Attached files
| file | filename |
|---|---|
| EX-99.2 - SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA - ICAHN ENTERPRISES L.P. | v170368_ex99-2.htm |
| EX-99.4 - PRESS RELEASE - ICAHN ENTERPRISES L.P. | v170368_ex99-4.htm |
| EX-99.3 - CAPITALIZATION - ICAHN ENTERPRISES L.P. | v170368_ex99-3.htm |
| EX-99.1 - PRESS RELEASE - ICAHN ENTERPRISES L.P. | v170368_ex99-1.htm |
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): December 30,
2009
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9516
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13-3398766
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
|
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767
Fifth Avenue, Suite 4700, New York, NY
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10153
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (212) 702-4300
(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)
|
|
¨
|
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))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
7.01. Regulation
FD Disclosure
On December 30, 2009, Icahn Enterprises
L.P. (“Icahn Enterprises”) issued a press release announcing that it, together
with Icahn Enterprises Finance Corp., intends to offer $2.0 billion in principal
amount of new senior debt securities (the “New Notes”) for issuance in a private
placement not registered under the Securities Act of 1933, as amended. A copy of
the press release is attached hereto as Exhibit 99.1.
In connection with the offering
of the New Notes, Icahn Enterprises disclosed certain information to prospective
investors in a preliminary offering memorandum dated January 4, 2010 (the
“Offering Memorandum”). Pursuant to Regulation FD, Icahn Enterprises
is furnishing as Exhibits 99.2 and 99.3 the sections captioned “Summary
Consolidated Historical and Pro Forma Financial Data” and “Capitalization” set
forth in the Offering Memorandum.
The information contained in Exhibits
99.2 and 99.3 is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. In addition, the
information contained in Exhibits 99.2 and 99.3 shall not be incorporated by
reference into any of Icahn Enterprises’ filings with the Securities and
Exchange Commission or any other document except as shall be expressly set forth
by specific reference in such filing or document.
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
8.01. Other
Events
On
December 30, 2009, Icahn Enterprises issued a press release announcing that it,
together with Icahn Enterprises Finance Corp., commenced separate cash tender
offers to purchase any and all of the $967.0 million outstanding aggregate
principal amount of their 7.125% Senior Notes due 2013 (the “2013 Notes”) and
any and all of the $353.0 million outstanding aggregate principal amount of
their 8.125% Senior Notes due 2012 (the “2012 Notes”). In connection
with the tender offers, Icahn Enterprises is soliciting consents to effect
certain proposed amendments to the indentures governing the 2013 Notes and 2012
Notes to eliminate most of the restrictive covenants and amend certain other
provisions.
Icahn Enterprises also announced that
the Audit Committee of the Board of Directors of the General Partner approved
the redemption of all outstanding preferred units on March 31, 2010 in
accordance with the terms of its partnership agreement at a redemption price
equal to the liquidation preference of the preferred units, plus accrued but
unpaid distributions thereon, or an aggregate of approximately $138
million. The partnership agreement provides that the redemption price
may be paid in cash or in depositary units. The preferred units will
be redeemed by the issuance of additional depositary units, which will be valued
at the average price at which the depositary units are trading over the 20-day
period immediately preceding March 31, 2010, the redemption date, plus cash in
lieu of fractional interests.
Icahn Enterprises also announced that
it is in negotiations to acquire an aggregate of approximately 54% of the issued
and outstanding common stock of American Railcar Industries, Inc. and an
aggregate of approximately 70% of the issued and outstanding common stock of
Viskase Companies, Inc., in each case, from affiliates of Carl C. Icahn for
consideration to be comprised solely of depository units of Icahn
Enterprises. The acquisitions are subject to approval by the Audit
Committee of the Board of Directors of the General Partner, which has retained
independent counsel and an independent financial advisor, and the consummation
of the offering of the New Notes.
A copy of
the press release is attached hereto as Exhibit 99.4.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
99.1 –
Press Release dated December 30, 2009.
99.2 –
Information contained under the caption “Summary Consolidated Historical and Pro
Forma Financial Data” in the Offering Memorandum.
99.3 –
Information contained under the caption “Capitalization” in the Offering
Memorandum.
99.4 –
Press Release dated December 30, 2009.
[Remainder
of page intentionally left blank; signature page follows]
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.
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ICAHN
ENTERPRISES L.P.
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(Registrant)
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By:
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Icahn
Enterprises G.P. Inc.
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its
General Partner
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By:
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/s/ Dominick Ragone
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Dominick
Ragone
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Principal
Financial Officer
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Date: January
4, 2010