SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 8, 2010
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9516
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13-3398766
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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767
Fifth Avenue, Suite 4700, New York, NY
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10153
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (212) 702-4300
_____________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01. Regulation
FD Disclosure
On
November 8, 2010, Icahn Enterprises L.P. (“Icahn Enterprises”) issued a press
release announcing that it, together with Icahn Enterprises Finance Corp.,
intends to offer $500 million in principal amount of senior debt securities for
issuance in a private placement not registered under the Securities Act of 1933,
as amended. The proceeds from the offering will be used for general
corporate purposes. A copy of the press release is attached hereto as
Exhibit 99.1.
In
addition, in connection with the private placement, Icahn Enterprises will be
making investor presentations to certain existing and potential investors in
Icahn Enterprises. The investor presentation is attached hereto as Exhibit
99.2.
This
Current Report on Form 8-K is neither an offer to sell nor a solicitation of an
offer to buy any securities of Icahn Enterprises.
Item
9.01. Financial
Statements and Exhibits
(d)
Exhibits
99.1 –
Press Release dated November 8, 2010.
99.2 –
Investor Presentation.
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.
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ICAHN
ENTERPRISES L.P.
(Registrant)
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|||
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By:
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Icahn
Enterprises G.P. Inc.
its
General Partner
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Date: November
8, 2010
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By:
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/s/
Dominick Ragone
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Dominick
Ragone
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Chief
Financial Officer
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|||
Exhibit
99.1
Investor
Contact:
Dominick
Ragone
Chief
Financial Officer
(646)
861-7500
For
Release: November 8, 2010
Icahn
Enterprises L.P. Intends to Offer New Senior Debt
(New
York, New York, November 8, 2010) – Icahn Enterprises L.P. (NYSE: IEP)
– Icahn Enterprises L.P. announced today that it, together with Icahn
Enterprises Finance Corp., intends to offer $500 million in principal amount of
senior debt securities for issuance in a private placement not registered under
the Securities Act of 1933, as amended. The proceeds from the
offering will be used for general corporate purposes. There can be no
assurance that the issuance and sale of any debt securities will be
consummated.
This
press release is being issued pursuant to and in accordance with Rule 135c under
the Securities Act of 1933, as amended. This press release shall not constitute
an offer to sell or a solicitation of an offer to buy any of the debt
securities. Any debt securities may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
* *
*
Icahn
Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified
holding company engaged in seven primary business
segments: Investment Management, Automotive, Railcar, Food Packaging,
Metals, Real Estate and Home Fashion.
Caution
Concerning Forward-Looking Statements
This
release contains certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, many of which are beyond our
ability to control or predict. Forward-looking statements may be identified by
words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “will” or words of similar meaning and include, but are not limited
to, statements about the expected future business and financial performance of
Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties
are risks related to economic downturns, substantial competition and rising
operating costs; risks related to our investment management activities,
including the nature of the investments made by the private funds we manage,
losses in the private funds and loss of key employees; risks related to our
automotive activities, including exposure to adverse conditions in the
automotive industry, and risks related to operations in foreign countries; risks
related to our railcar operations, including the highly cyclical nature of the
railcar industry; risks related to our food packaging activities, including the
cost of raw materials and fluctuations in selling prices; risks
related to our scrap metals activities, including potential environmental
exposure and volume fluctuations; risks related to our real estate activities,
including the extent of any tenant bankruptcies and insolvencies; risks related
to our home fashion operations, including changes in the availability and price
of raw materials, and changes in transportation costs and delivery times; and
other risks and uncertainties detailed from time to time in our filings with the
Securities and Exchange Commission. We undertake no obligation to publicly
update or review any forward-looking information, whether as a result of new
information, future developments or otherwise.
