ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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Senior Notes Offering
On January 28, 2020, 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 $300,000,000 aggregate principal amount of additional 4.750% Senior Notes due 2024 (the
“Notes”) pursuant to the purchase agreement, dated as of January 23, 2020 (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 102.000% of their face amount. The net proceeds
from the sale of the Notes were approximately $305 million after deducting the initial purchaser’s discount and commission
and estimated fees and expenses related to the offering.
Interest on the Notes will be payable on March 15 and September
15 of each year, commencing March 15, 2020. 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 as of
September 6, 2019 (the “Indenture”), by and among the Issuers, the Guarantor and Wilmington Trust, National Association,
as trustee (the “Trustee”), pursuant to which the Issuers previously issued $800,000,000 aggregate principal amount
of 4.750% Senior Notes due 2024 (the “Existing Notes”). The Notes have substantially identical terms as the Existing
Notes, except that any Notes offered and sold outside of the United States to non-U.S. persons in offshore transactions in accordance
with Regulation S will be issued under a new CUSIP number. The Notes constitute the same series of securities as the Existing Notes
for purposes of the Indenture governing the Notes and the Existing Notes, and will vote together on all matters with the Existing
Notes.
The Notes and the related guarantee 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, including the Existing Notes, and rank senior to all of the Issuers’ and the Guarantor’s existing
and future subordinated indebtedness. The Notes and the related guarantee 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 guarantee 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 January 28, 2020 (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 120 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 210th 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 the Registration Rights Agreement is attached as Exhibit
10.1 to this Form 8-K and is incorporated by reference herein. The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the Registration Rights Agreement. The foregoing description of the Indenture is qualified
in its entirety by reference to the Indenture filed by the Issuers on Form 8-K on September 6, 2019.