Icahn Enterprises Enters Material Agreement, Reports Financial Obligation

TL;DR

IEP signed a big deal and has new financial obligations. Details TBD.

AI Summary

Icahn Enterprises L.P. announced on May 28, 2024, that it has entered into a material definitive agreement. The company also reported the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the agreement and financial obligations were not provided in this initial filing.

Why It Matters

This filing indicates significant new financial commitments or agreements for Icahn Enterprises, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, which inherently carry risks that are not yet fully disclosed.

Key Players & Entities

• ICAHN ENTERPRISES L.P. (company) — Registrant
• May 28, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $750,000,000 — osed their previously announced sale of $750,000,000 aggregate principal amount of new 9.000
• $748 million — he sale of the Notes were approximately $748 million after deducting the Initial Purchaser's

Filing Documents

• tm2415571d1_8k.htm (8-K) — 32KB
• tm2415571d1_ex4-1.htm (EX-4.1) — 797KB
• tm2415571d1_ex10-1.htm (EX-10.1) — 129KB
• tm2415571d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-24-065621.txt ( ) — 1312KB
• iep-20240528.xsd (EX-101.SCH) — 3KB
• iep-20240528_lab.xml (EX-101.LAB) — 33KB
• iep-20240528_pre.xml (EX-101.PRE) — 22KB
• tm2415571d1_8k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

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

03 Creation of a Direct Financial Obligation or an Obligation

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.

01 Other Events

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.

01 Financial Statements and Exhibits

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

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 2

View Full Filing

View this 8-K filing on SEC EDGAR