Item 8.01 Other Events.
On January 22, 2021, Icahn Enterprises L.P. ("Icahn Enterprises") and Icahn
Enterprises Finance Corp. (together with Icahn Enterprises, the "Company")
caused the Trustee (as defined below) to deliver on the Company's behalf a
notice of conditional redemption to holders of the Company's outstanding 6.250%
Senior Notes due 2022 (the "2022 Notes"), informing such holders that the
Company will, subject to the conditions precedent described below, redeem any
and all (after giving effect to the consummation of the Company's previously
announced redemption of $750,000,000 principal amount of the 2022 Notes on
February 1, 2021) 2022 Notes (or such lesser amount described below), which were
issued under an indenture, dated as of January 18, 2017, among the Company,
Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National
Association, as trustee (the "Trustee"). The redemption is subject to the
satisfaction of the following conditions precedent: (i) on or prior to the
Redemption Date (as defined below), the receipt by the Company of net proceeds
in an amount equal to at least $455,000,000 (or such other amount as may be
determined by the Company in its sole discretion and provided that, for the
avoidance of doubt, if such amount received is less than $455,000,000, then as
set forth in the notice of conditional redemption, the Company does instead
elect to redeem the maximum aggregate principal amount of 2022 Notes possible
using such net proceeds as determined by the Company in its sole discretion)
from one or more debt transactions and other related transactions, in each case
in a form, on terms, subject to conditions and pursuant to documentation
satisfactory to the Company in its sole discretion (collectively, the "Debt
Transactions") and (ii) at least one business day prior to the Redemption Date,
the delivery to the Trustee of written notice by the Company (in its sole
discretion) to the effect that such consummation of the Debt Transactions has
occurred (as so determined and as and to the extent so required by the Company)
and the principal amount of the 2022 Notes to be redeemed. If the conditions
precedent are satisfied, the redemption date (the "Redemption Date") will be
February 21, 2021 (subject to delay in the Company's sole discretion until such
time as the conditions precedent are satisfied), and the redemption price will
be equal to 100.000% of the principal amount of the 2022 Notes redeemed, plus
accrued and unpaid interest and special interest, if any, thereon to, but not
including, the Redemption Date. If less than all 2022 Notes are redeemed, the
2022 Notes will be selected for redemption on a pro rata basis or in accordance
with the applicable requirements of The Depository Trust Company and, after the
Redemption Date, upon surrender of a 2022 Note that is redeemed in part, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued
upon cancellation of the original 2022 Note. In the event that the conditions
precedent are not satisfied by the Redemption Date (as originally established or
as delayed in the Company's sole discretion), the notice of conditional
redemption will be rescinded and of no force and effect, and no portion of the
2022 Notes will be deemed to have been called for redemption.
The above description of the notice of conditional redemption is not complete
and is qualified in its entirety by reference to the notice of conditional
redemption, which is filed hereto as Exhibit 99.1 and is incorporated by
reference herein.
This Current Report on Form 8-K does not constitute a notice of redemption of
the 2022 Notes. There can be no assurances that the conditions precedent to the
redemption will be satisfied or that the redemption will occur.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Notice of Conditional Redemption, dated as of January 22,
2021
104 Cover Page Interactive Data File (formatted in Inline XBRL in
Exhibit 101)
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