ICAHN ENTERPRISES L.P. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Senior Notes Offering

On January 19, 2021, 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 4.375% Senior Notes due 2029 (the "Notes") pursuant to the purchase agreement, dated January 4, 2021 (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 $747 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 February 1 and August 1 of each year, commencing on August 1, 2021. 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 January 19, 2021 (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 August 1, 2028 (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 August 1, 2028 (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 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, 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 19, 2021 (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 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 ITEMS

On January 19, 2021, 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 January 19, 2021, 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 January 19, 2021, among Icahn
              Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises
              Holdings L.P. and Jefferies LLC.

   99.1         Press Release dated January 19, 2021.

    104       Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit
              101).

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