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): February 20, 2008
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Icahn
Enterprises L.P.
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(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
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(Former
Name or Former Address, if Changed Since Last
Report)
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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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o
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Written
communication pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On
April
22,
2007, American Entertainment Properties Corp., our wholly owned indirect
subsidiary (“AEP”), entered into a Membership Interest Purchase Agreement, as
amended, with W2007/ACEP Holdings, LLC, an affiliate of Whitehall Street
Real
Estate Funds, a series of real estate investment funds affiliated with Goldman,
Sachs & Co., to sell all of AEP’s issued and outstanding membership
interests in American Casino & Entertainment Properties, LLC (“ACEP”). On
February 20, 2008, the transaction was consummated, resulting in a gain of
approximately $700 million, before taxes.
On
February 21, 2008, we and ACEP issued a press release announcing the completion
of the sale, the completion of ACEP’s previously announced tender offer and
ACEP’s repayment in full of all amounts outstanding, and termination of all
commitments, under its credit facility. The full text of the press release
is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The
pro
forma financial information required to be filed pursuant to Items 2.01 and
9.01
is set forth below under Item 9.01.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b)
Pro
Forma Financial Information
The
pro
forma information required to be filed pursuant to Items 2.01 and 9.01 of Form
8-K is attached hereto as Exhibit 99.2 and is incorporated by reference in
this
Item 9.01.
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(d)
Exhibits.
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||||
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Exhibit
No.
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Description
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|||
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99.1
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Press
release, dated February 21, 2008.
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|||
| 99.2 | Pro forma financial information. | |||
[remainder
of page intentionally left blank; signature page follows]
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.
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(Registrant)
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|||
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By:
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Icahn
Enterprises G.P. Inc.
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its
General Partner
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By:
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/s/
Andrew
R. Skobe
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Andrew
R. Skobe
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Principal
Financial Officer
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Date:
February 26, 2008
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FOR
IMMEDIATE RELEASE
ICAHN
ENTERPRISES L.P. AND AMERICAN CASINO & ENTERTAINMENT
PROPERTIES
LLC ANNOUNCE CLOSING OF SALE OF NEVADA CASINOS
New
York,
New York. February 21, 2008 - ICAHN ENTERPRISES L.P. (“Icahn Enterprises”) and
its subsidiary AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC (“ACEP”)
announced today the closing of the acquisition (the “Acquisition”) of ACEP,
which held the Stratosphere and three other Nevada gaming properties. The
purchaser was an affiliate of Whitehall Street Real Estate Fund. The Acquisition
closed on February 20, 2008. With the closing of this transaction at a purchase
price of $1.2 billion, Icahn Enterprises has realized a gain in excess of $700
million, before taxes. Pro
forma
for this transaction Icahn Enterprises will have in excess of approximately
$4.0
billion to pursue opportunities to enhance unitholder value.
In
connection with the closing of the Acquisition, Icahn Enterprises and ACEP
also
announced that ACEP has accepted for payment and has repaid all of its
outstanding 7.85% Senior Secured Notes due 2012, which were tendered pursuant
to
ACEP’s previously announced tender offer and consent solicitation. In addition,
ACEP has repaid in full all amounts outstanding, and terminated all commitments,
under its credit facility with Bear Stearns Corporate Lending Inc., as
administrative agent, and the other lenders thereunder.
ABOUT
ICAHN ENTERPRISES L.P.
Icahn
Enterprises, a master limited partnership, is a diversified holding company
engaged in four primary business segments: Investment Management, Metals, Real
Estate and Home Fashion. For more information, please visit the company’s
website at www.IcahnEnterprises.com.
ABOUT
AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
ACEP
owns
and operates four gaming and entertainment properties in southern Nevada. The
four properties are the Stratosphere Casino Hotel & Tower, which is located
on the Las Vegas Strip and caters to visitors to Las Vegas, two off-Strip
casinos, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder, which cater
primarily to residents of Las Vegas and the surrounding communities, and the
Aquarius Casino Resort which caters to visitors to Laughlin. For more
information, please visit the company’s website at www.acepllc.com.
CAUTIONARY
STATEMENTS
This
press release contains certain forward-looking statements regarding future
circumstances. These forward-looking statements are subject to risk and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including in particular the
risks and uncertainties described in each of Icahn Enterprise’s and ACEP’s SEC
filings. Neither Icahn Enterprises nor ACEP undertakes any obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof.
Media
Contact:
Andy
Skobe
Interim
Chief Financial Officer
Icahn
Enterprises L.P.
(646)
861-7551
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ICAHN
ENTERPRISES L.P. AND SUBSIDIARIES
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UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENT
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On
February 20, 2008, American Entertainment Properties Corp. (“AEP”), our wholly
owned subsidiary, completed the sale of all of the issued and
outstanding membership interests of American Casino & Entertainment
Properties, LLC (“ACEP”), which comprise our gaming operations, to
W2007/ACEP Holdings, LLC, an affiliate of Whitehall Street Real Estate Funds,
a
series of real estate investment funds affiliated with Goldman, Sachs & Co.
The unaudited pro forma
condensed combined financial statements that follow are presented to
reflect the pro forma
effects of the sale, as if such transaction occurred on the date indicated
as
discussed below.
The
unaudited pro forma
condensed combined balance sheet as of September 30, 2007 has been prepared
as
if the sale had occurred on September 30, 2007. The
unaudited consolidated statements of operations for the nine months ended
September 30, 2007 included in our Form 10-Q filed with the SEC on November
9,
2007 and the audited restated consolidated statements of operations for the
years ended December 31, 2006, 2005 and 2004 included in our Form 8-K filed
with
the SEC on December 5, 2007 presented the results of ACEP as discontinued
operations in the consolidated statements of operations.
The
unaudited pro forma condensed combined balance sheet as of September 30,
2007
provides our historical balance sheet as presented in our Form 10-Q. However,
our supplemental condensed balance sheet is also presented herein as it
reflects
our most current financial position as of September 30, 2007 giving effect
to
the acquisition of PSC Metals, Inc. on November 5, 2007 as described in
Note 2
to the unaudited pro forma condensed combined financial
information.
The
unaudited pro forma condensed combined financial information does not purport
to
be indicative of the financial position and results of operations that we
will
obtain in the future, or that we would have obtained if the sale of ACEP
was
effective as of the date indicated above. The pro forma adjustments are based
upon currently available information and upon certain assumptions that we
believe are reasonable. The unaudited pro forma condensed combined financial
information should be read in conjunction with our historical consolidated
financial statements included in our annual reports on Form 10-K and quarterly
reports on Form 10-Q, and related amendments.
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ICAHN
ENTERPRISES L.P. AND SUBSIDIARIES
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UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
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September
30, 2007
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(in
$000s)
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Historical
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Pro
Forma Adjustments
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||||||||||||||
| ASSETS |
Originally
Reported
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Supplemental
(2)
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Sale
of ACEP
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Pro
Forma
Results
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||||||||||||
| Investment Management: | ||||||||||||||||
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Cash and
cash equivalents
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$
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4,095
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$
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4,095
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$
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-
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$
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4,095
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||||||||
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Cash
held at consolidated affiliated partnerships and restricted
cash
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1,136,546
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1,136,546
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-
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1,136,546
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||||||||||||
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Securities
owned, at fair value
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5,585,669
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5,585,669
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-
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5,585,669
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||||||||||||
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Unrealized
gains on derivative contracts at fair value
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55,855
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55,855
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-
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55,855
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||||||||||||
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Due
from brokers
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1,600,306
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1,600,306
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-
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1,600,306
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||||||||||||
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Other
assets
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154,003
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154,003
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-
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154,003
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||||||||||||
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8,536,474
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8,536,474
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-
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8,536,474
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|||||||||||||
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Holding
company and other operations:
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||||||||||||||||
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Cash
and cash equivalents
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2,836,403
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2,839,705
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(169,531
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)
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(3a
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)
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2,670,174
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|||||||||
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Restricted
cash
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41,405
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41,405
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1,156,500
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(3a
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)
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1,197,905
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||||||||||
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Investments
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501,604
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508,459
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-
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508,459
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||||||||||||
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Unrealized
gains on derivative contracts, at fair value
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1,849
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1,849
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-
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1,849
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||||||||||||
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Inventories,
net
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233,865
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302,520
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-
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302,520
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||||||||||||
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Trade,
notes and other receivables, net
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148,742
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243,653
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-
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243,653
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||||||||||||
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Assets
of discontinued operations held for sale
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646,278
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646,278
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(589,054
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)
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(3b
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)
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57,224
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|||||||||
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Property,
plant and equipment, net
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445,365
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523,730
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-
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523,730
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||||||||||||
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Intangible
assets and goodwill
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20,400
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35,308
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-
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35,308
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||||||||||||
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Other
assets
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51,700
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87,475
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-
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87,475
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||||||||||||
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4,927,611
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5,230,382
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397,915
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5,628,297
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|||||||||||||
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Total
assets
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$
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13,464,085
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$
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13,766,856
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$
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397,915
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$
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14,164,771
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||||||||
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LIABILITIES
AND PARTNERS’ EQUITY
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||||||||||||||||
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Investment
Management:
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||||||||||||||||
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Accounts
payable, accrued expenses and other liabilities
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$
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29,219
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$
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29,219
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$
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-
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$
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29,219
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||||||||
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Deferred
management fee payable
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146,863
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146,863
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-
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146,863
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||||||||||||
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Subscriptions
received in advance
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23,336
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23,336
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-
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23,336
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||||||||||||
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Payable
for purchases of securities
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211,279
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211,279
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-
|
211,279
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||||||||||||
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Securities
sold, not yet purchased, at fair value
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1,068,262
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1,068,262
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-
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1,068,262
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||||||||||||
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Unrealized
losses on derivative contracts, at fair value
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116,498
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116,498
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-
|
116,498
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||||||||||||
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1,595,457
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1,595,457
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-
|
1,595,457
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|||||||||||||
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Holding
company and other operations:
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||||||||||||||||
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Accounts
payable
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76,487
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109,227
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-
|
109,227
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||||||||||||
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Accrued
expenses and other liabilities
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113,235
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126,646
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217,283
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(3c
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)
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343,929
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||||||||||
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Unrealized
losses on derivative contracts, at fair value
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5,687
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5,687
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-
|
5,687
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||||||||||||
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Accrued
environmental costs
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-
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24,012
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-
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24,012
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||||||||||||
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Liabilities
of discontinued operations held for sale
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314,895
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314,895
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(302,698
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)
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(3b
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)
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12,197
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|||||||||
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Long-term
debt
|
2,040,058
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2,077,106
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-
|
2,077,106
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||||||||||||
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Preferred
limited partnership units
|
122,049
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122,049
|
-
|
122,049
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||||||||||||
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2,672,411
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2,779,622
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(85,415
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)
|
2,694,207
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||||||||||||
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Total
Liabilities
|
4,267,868
|
4,375,079
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(85,415
|
)
|
4,289,664
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|||||||||||
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Commitments
and contingencies
|
||||||||||||||||
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Non-controlling
interests in Income of Consolidated Entities:
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||||||||||||||||
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Investment
Management
|
6,601,480
|
6,601,480
|
-
|
6,601,480
|
||||||||||||
|
Holding
company and other operations:
|
164,472
|
164,472
|
-
|
164,472
|
||||||||||||
|
6,765,952
|
6,765,952
|
-
|
6,765,952
|
|||||||||||||
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Partners’
equity:
|
||||||||||||||||
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Partners’
equity
|
2,430,265
|
2,625,825
|
483,330
|
(3d
|
)
|
3,109,155
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||||||||||
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Total
liabilities and partners’ equity
|
$
|
13,464,085
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$
|
13,766,856
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$
|
397,915
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$
|
14,164,771
|
||||||||
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See
accompanying notes.
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ICAHN
ENTERPRISES L.P. AND SUBSIDIARIES
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1.
Sale of American Casino & Entertainment Properties LLC
On
February 20, 2008, American Entertainment Properties Corp. (“AEP”), a wholly
owned indirect subsidiary of Icahn Enterprises, completed the sale of all
of the
issued and outstanding membership interests of ACEP, which comprises all
of our
remaining gaming operations, to W2007/ACEP Holdings, LLC, an affiliate of
Whitehall Street Real Estate Funds, a series of real estate investment funds
affiliated with Goldman Sachs & Co. for $1.2 billion, plus or minus certain
adjustments such as working capital, more fully described in the agreement.
Pursuant to the terms of the agreement, AEP caused ACEP to repay from funds
provided by AEP, the principal, interest, prepayment penalty or premium due
on
ACEP’s 7.85% senior secured notes due 2012 and ACEP’s senior secured credit
facility. With this transaction, Icahn Enterprises anticipates realizing
a gain
of approximately $700 million on its investments in ACEP, before income taxes.
ACEP’s casino assets are comprised of the Stratosphere Casino Hotel & Tower,
the Arizona Charlie’s Decatur, the Arizona Charlie’s Boulder and the Aquarius
Casino Resort.
On
November 5, 2007, Icahn Enterprises acquired, through a subsidiary, all of
the
issued and outstanding capital stock of PSC Metals from Philip Services
Corporation (“Philip”) for $335.0 million in cash. PSC Metals is engaged in
transporting, recycling and processing metals.
On
December 5, 2007, we filed a current report on Form 8-K to provide our
supplemental consolidated financial statements relating to our acquisition
of
PSC Metals, Inc. (“PSC Metals”). PSC Metals is considered an entity under common
control. As a result, we provided supplemental consolidated financial statements
to include PSC Metals’ financial results since December 31, 2003, the period of
common control.
3.
Pro Forma Adjustments — Disposition of ACEP
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3a
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To
record the following adjustments to cash:
|
|
(in
000s)
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||||
|
Estimated
gross proceeds from sale of ACEP
|
$
|
1,200,000
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(1) | |
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Add:
net working capital
|
65,964
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|||
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Total
proceeds
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1,265,964
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|||
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Repayment
of long-term debt
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(255,000
|
)
|
||
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Debt
interest and redemption fees
|
(12,972
|
)
|
||
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Estimated
transaction costs
|
(7,405
|
)
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||
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Stay
bonuses
|
(3,618
|
)
|
||
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Total
adjustments to cash
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$
|
986,969
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||
(1)
We
elected to deposit approximately $1.156 billion of the gross proceeds
from the sale into escrow accounts to fund investment activities through
tax-deferred exchanges under Section 1031 of the Internal Revenue Code. Such
proceeds were received into the escrow accounts pending the fulfillment of
Section 1031 exchange requirements, which amount is presented as restricted
cash
in the accompanying pro forma balance sheet. There
are
no assurances that we will fulfill our Section 1031 exchange obligations
using
the entire amount of proceeds placed into escrow.
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3b
|
Reflects
the elimination of the September 30, 2007 carrying value of the
assets and
liabilities of ACEP.
|
|
3c
|
Reflects
the estimated amount of income taxes payable relating to the sale
of ACEP.
|
|
3d
|
Reflects
the amount of the estimated net gain on the transaction, net of
income
taxes.
|