Icahn Enterprises L.P. Enters Material Agreement

TL;DR

IEP just signed a big deal, creating new financial obligations.

AI Summary

On August 19, 2025, Icahn Enterprises L.P. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of the registrant. The company is involved in the petroleum refining industry.

Why It Matters

This filing signals a significant new financial commitment or obligation for Icahn Enterprises L.P., potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating new financial obligations can introduce financial risks and uncertainties.

Key Players & Entities

• Icahn Enterprises L.P. (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported
• 133398766 (organization_id) — EIN
• DE (jurisdiction) — State of incorporation
• 16690 Collins Ave, PH-1 (address) — Principal Executive Offices
• SUNNY ISLES BEACH, FL 33160 (address) — Principal Executive Offices
• 2911 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $500,000,000 — previously announced sale of additional $500,000,000 aggregate principal amount of 10.000% S
• $493 million — he sale of the Notes were approximately $493 million after deducting the Initial Purchaser's

Filing Documents

• tm2523846d1_8k.htm (8-K) — 29KB
• tm2523846d1_ex4-2.htm (EX-4.2) — 24KB
• 0001104659-25-080340.txt ( ) — 220KB
• iep-20250819.xsd (EX-101.SCH) — 3KB
• iep-20250819_lab.xml (EX-101.LAB) — 33KB
• iep-20250819_pre.xml (EX-101.PRE) — 22KB
• tm2523846d1_8k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement Senior Secured Notes Offering On August 19, 2025, 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 additional $500,000,000 aggregate principal amount of 10.000% Senior Secured Notes due 2029 (the "Notes") pursuant to the purchase agreement, dated August 5, 2025 (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 99.010% of their face amount, plus accrued interest from May 15, 2025. The net proceeds from the sale of the Notes were approximately $493 million after deducting the Initial Purchaser's discounts and commissions and estimated fees and expenses related to the offering, and will be used to partially redeem the Issuers' existing 6.250% Senior Notes due 2026 (the "2026 Notes") on or around September 5, 2025. The Notes will be secured by substantially all the assets directly owned by the Issuers and the Guarantor, subject to customary exceptions. Interest on the Notes will be payable on November 15 and May 15 of each year, commencing on November 15, 2025. 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 November 20, 2024 (the "Base Indenture"), among the Issuers, the Guarantor, as guarantor, and Wilmington Trust, National Association, as trustee (in such capacity, the "Trustee") and notes collateral agent (in such capacity, the "Collateral Agent"), as supplemented by the first suppleme

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 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated November 20, 2024, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 to Icahn Enterprises' Current Report Form 8-K filed on November 20, 2024). 4.2 First Supplemental Indenture, dated August 19, 2025, among Icahn Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee and notes collateral agent. 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: August 19, 2025 By: /s/ Ted Papapostolou Ted Papapostolou Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR