ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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.
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 ITEMS
On January 28, 2020, 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
10.1 Registration Rights Agreement, dated January 28, 2020, among Icahn
Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises
Holdings L.P. and Jefferies LLC.
99.1 Press Release dated January 28, 2020.
104 Cover Page Interactive Data File (formatted in Inline XBRL in
Exhibit 101).
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