Icahn Enterprises L.P. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement
Senior Notes Offering
On May 28, 2024, 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 $750,000,000 aggregate principal amount of new 9.000% Senior Notes due 2030 (the “Notes”) pursuant to the purchase agreement, dated May 13, 2024 (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 $748 million after deducting the Initial Purchaser’s discounts and commissions and estimated fees and expenses related to the offering, and will be used to redeem the Issuers’ existing 6.375% Senior Unsecured Notes due 2025 (the “2025 Notes”) in full on June 13, 2024.
Interest on the Notes will be payable on June 15 and December 15 of each year, commencing on December 15, 2024. 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 the indenture, dated May 28, 2024 (the “Indenture”), among the Issuers, the Guarantor, as 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 December 15, 2029 (six months prior to the maturity date of the Notes), 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, but excluding, the date of redemption. Prior to December 15, 2029 (six months prior to the maturity date of the Notes), 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, but excluding, the date of purchase.
The Notes and the related guarantees 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 guarantees 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 guarantees 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 May 28, 2024 (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 365 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 365th 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 Events.
On May 28, 2024, 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 May 28, 2024, 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 May 28, 2024, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P. and Jefferies LLC. | |
| 99.1 | Press Release dated May 28, 2024. | |
| 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 | ||
| Date: May 28, 2024 | By: | /s/ Ted Papapostolou | |
| Ted Papapostolou | |||
| Chief Financial Officer | |||
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