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): December 30,
2009
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9516
|
13-3398766
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
767
Fifth Avenue, Suite 4700, New York, NY
|
10153
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (212) 702-4300
(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:
|
¨
|
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
7.01. Regulation
FD Disclosure
On December 30, 2009, Icahn Enterprises
L.P. (“Icahn Enterprises”) issued a press release announcing that it, together
with Icahn Enterprises Finance Corp., intends to offer $2.0 billion in principal
amount of new senior debt securities (the “New Notes”) for issuance in a private
placement not registered under the Securities Act of 1933, as amended. A copy of
the press release is attached hereto as Exhibit 99.1.
In connection with the offering
of the New Notes, Icahn Enterprises disclosed certain information to prospective
investors in a preliminary offering memorandum dated January 4, 2010 (the
“Offering Memorandum”). Pursuant to Regulation FD, Icahn Enterprises
is furnishing as Exhibits 99.2 and 99.3 the sections captioned “Summary
Consolidated Historical and Pro Forma Financial Data” and “Capitalization” set
forth in the Offering Memorandum.
The information contained in Exhibits
99.2 and 99.3 is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. In addition, the
information contained in Exhibits 99.2 and 99.3 shall not be incorporated by
reference into any of Icahn Enterprises’ filings with the Securities and
Exchange Commission or any other document except as shall be expressly set forth
by specific reference in such filing or document.
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
8.01. Other
Events
On
December 30, 2009, Icahn Enterprises issued a press release announcing that it,
together with Icahn Enterprises Finance Corp., commenced separate cash tender
offers to purchase any and all of the $967.0 million outstanding aggregate
principal amount of their 7.125% Senior Notes due 2013 (the “2013 Notes”) and
any and all of the $353.0 million outstanding aggregate principal amount of
their 8.125% Senior Notes due 2012 (the “2012 Notes”). In connection
with the tender offers, Icahn Enterprises is soliciting consents to effect
certain proposed amendments to the indentures governing the 2013 Notes and 2012
Notes to eliminate most of the restrictive covenants and amend certain other
provisions.
Icahn Enterprises also announced that
the Audit Committee of the Board of Directors of the General Partner approved
the redemption of all outstanding preferred units on March 31, 2010 in
accordance with the terms of its partnership agreement at a redemption price
equal to the liquidation preference of the preferred units, plus accrued but
unpaid distributions thereon, or an aggregate of approximately $138
million. The partnership agreement provides that the redemption price
may be paid in cash or in depositary units. The preferred units will
be redeemed by the issuance of additional depositary units, which will be valued
at the average price at which the depositary units are trading over the 20-day
period immediately preceding March 31, 2010, the redemption date, plus cash in
lieu of fractional interests.
Icahn Enterprises also announced that
it is in negotiations to acquire an aggregate of approximately 54% of the issued
and outstanding common stock of American Railcar Industries, Inc. and an
aggregate of approximately 70% of the issued and outstanding common stock of
Viskase Companies, Inc., in each case, from affiliates of Carl C. Icahn for
consideration to be comprised solely of depository units of Icahn
Enterprises. The acquisitions are subject to approval by the Audit
Committee of the Board of Directors of the General Partner, which has retained
independent counsel and an independent financial advisor, and the consummation
of the offering of the New Notes.
A copy of
the press release is attached hereto as Exhibit 99.4.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
99.1 –
Press Release dated December 30, 2009.
99.2 –
Information contained under the caption “Summary Consolidated Historical and Pro
Forma Financial Data” in the Offering Memorandum.
99.3 –
Information contained under the caption “Capitalization” in the Offering
Memorandum.
99.4 –
Press Release dated December 30, 2009.
[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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||
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(Registrant)
|
||
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By:
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Icahn
Enterprises G.P. Inc.
|
|
|
its
General Partner
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||
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By:
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/s/ Dominick Ragone
|
|
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Dominick
Ragone
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||
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Principal
Financial Officer
|
||
Date: January
4, 2010
Exhibit
99.1
Investor
Contact:
Dominick
Ragone
Chief
Financial Officer
(646)
861-7500
For
Release: December 30, 2009
Icahn
Enterprises L.P. Intends to Offer New Senior Debt
(New
York, New York, December 30, 2009) – Icahn Enterprises L.P. (NYSE: IEP)
– Icahn Enterprises L.P. announced today that it, together with Icahn
Enterprises Finance Corp., intends to offer $2.0 billion in principal amount of
new 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 to refinance their existing indebtedness consisting of
their 7.125% Senior Notes due 2013 (CUSIP Nos. 029171AD7 and 029171AF2) and
8.125% Senior Notes due 2012 (CUSIP No. 029171AC9), to pay related fees and
expenses and for general corporate purposes. There can be no
assurance that the issuance and sale of any debt securities or the refinancing
of our existing indebtedness 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 five primary business segments: Investment
Management, Automotive, 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 scrap metals activities,
including potential environmental exposure; risks related to our real estate
activities, including the extent of any tenant bankruptcies and insolvencies,
and competition for residential and investment properties; 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
SEC. We undertake no obligation to publicly update or review any
forward-looking information, whether as a result of new information, future
developments or otherwise.
Exhibit 99.2
The
following table sets forth our summary consolidated historical and pro forma
financial data for fiscal years ended December 31, 2006, 2007 and 2008, and for
the unaudited nine months ended September 30, 2008 and 2009. The summary
consolidated historical and pro forma financial data set forth below should be
read in conjunction with (i) the sections entitled “Use of Proceeds” and
“Capitalization,” each of which are contained elsewhere in this offering
memorandum, and (ii) our consolidated financial statements and the notes thereto
and the “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” contained in our Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2008, which is included in Annex A of this offering
memorandum, and our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2009, which is included in Annex B of this offering
memorandum.
The
summary consolidated historical financial data for the fiscal years ended
December 31, 2006, 2007 and 2008 has been derived from our audited consolidated
historical financial statements included in Annex A of this offering memorandum,
which have been audited by Grant Thornton LLP. The summary consolidated
unaudited historical financial data as of September 30, 2009 and for the nine
months ended September 30, 2008 and 2009 has been derived from our consolidated
unaudited historical financial statements included in Annex B of this offering
memorandum which, in the opinion of management, include all adjustments,
including usual recurring adjustments, necessary for the fair presentation of
that information for such periods. The financial data presented for the interim
periods is not necessarily indicative of the results to be expected for the full
year.
The
summary consolidated pro forma financial data set forth below gives effect to
the repayment of the Existing Notes, the offering of the Notes, the
Acquisitions, which includes the issuance of depositary units in connection
therewith, the redemption of our outstanding preferred units and the Icahn
Enterprises GP equity contribution (see “Capitalization”), as if they had
occurred on September 30, 2009 for balance sheet data purposes and January 1,
2008 for income statement purposes. Such data is based on assumptions and is
presented for illustrative and informational purposes only and does not purport
to represent what our actual financial position or results of operations would
have been had such events actually been completed on the date or for the periods
indicated, and is not necessarily indicative of our financial position or
results of operations as of the specified date or in the future.
Operating and Other Financial Data:
|
Historical
|
Pro
Forma
|
|||||||||||||||||||||||||||
|
|
Year
Ended
December
31,
|
Nine
Months Ended
September
30,
|
Year
Ended
December
31,
2008
|
Nine
Months Ended
September
30,
2009
|
||||||||||||||||||||||||
|
|
2006
|
2007
|
2008
|
2008
|
2009
|
|||||||||||||||||||||||
|
|
(In
millions, except per unit data)
|
|||||||||||||||||||||||||||
|
Consolidated
revenues:
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Investment
Management
|
$
|
1,104
|
$
|
588
|
$
|
(2,783
|
)
|
$
|
(1,290
|
)
|
$
|
1,575
|
$
|
(2,783
|
)
|
$
|
1,575
|
|||||||||||
|
Automotive(1)
|
—
|
—
|
5,727
|
4,392
|
3,976
|
5,727
|
3,976
|
|||||||||||||||||||||
|
Metals
|
715
|
834
|
1,243
|
1,144
|
273
|
1,243
|
273
|
|||||||||||||||||||||
|
Real
Estate
|
137
|
113
|
103
|
75
|
71
|
103
|
71
|
|||||||||||||||||||||
|
Home
Fashion
|
898
|
706
|
438
|
328
|
270
|
438
|
270
|
|||||||||||||||||||||
|
Holding
Company
|
152
|
250
|
299
|
142
|
6
|
299
|
6
|
|||||||||||||||||||||
|
Railcar
|
—
|
—
|
—
|
—
|
—
|
821
|
348
|
|||||||||||||||||||||
|
Food/Packaging
|
—
|
—
|
—
|
—
|
—
|
289
|
222
|
|||||||||||||||||||||
|
|
$
|
3,006
|
$
|
2,491
|
$
|
5,027
|
$
|
4,791
|
$
|
6,171
|
$
|
6,137
|
$
|
6,741
|
||||||||||||||
|
Adjusted
EBITDA before non-controlling interest(3):
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Investment
Management
|
$
|
1,035
|
$
|
678
|
$
|
(2,837
|
)
|
$
|
(1,338
|
)
|
$
|
1,474
|
$
|
(2,837
|
)
|
$
|
1,474
|
|||||||||||
|
Automotive(1)
|
—
|
—
|
635
|
536
|
345
|
635
|
345
|
|||||||||||||||||||||
|
Metals
|
55
|
47
|
122
|
134
|
(20
|
)
|
122
|
(20
|
)
|
|||||||||||||||||||
|
Real
Estate
|
37
|
30
|
35
|
21
|
34
|
35
|
34
|
|||||||||||||||||||||
|
Home
Fashion
|
(60
|
)
|
(65
|
)
|
(35
|
)
|
(26
|
)
|
(19
|
)
|
(35
|
)
|
(19
|
)
|
||||||||||||||
|
Holding
Company
|
192
|
213
|
119
|
122
|
(5
|
)
|
119
|
(5
|
)
|
|||||||||||||||||||
|
Railcar
|
—
|
—
|
—
|
—
|
—
|
91
|
40
|
|||||||||||||||||||||
|
Food/Packaging
|
—
|
—
|
—
|
—
|
—
|
39
|
40
|
|||||||||||||||||||||
|
|
$
|
1,259
|
$
|
903
|
$
|
(1,961
|
)
|
$
|
(551
|
)
|
$
|
1,809
|
$
|
(1,831
|
)
|
$
|
1,889
|
|||||||||||
|
Adjusted
EBITDA attributable to Icahn Enterprises(3):
|
|
|||||||||||||||||||||||||||
|
Investment
Management
|
$
|
260
|
$
|
189
|
$
|
(334
|
)
|
$
|
(157
|
)
|
$
|
460
|
$
|
(334
|
)
|
$
|
460
|
|||||||||||
|
Automotive(1)
|
—
|
—
|
478
|
401
|
255
|
478
|
255
|
|||||||||||||||||||||
|
Metals
|
55
|
47
|
122
|
134
|
(20
|
)
|
122
|
(20
|
)
|
|||||||||||||||||||
|
Real
Estate
|
37
|
30
|
35
|
21
|
34
|
35
|
34
|
|||||||||||||||||||||
|
Home
Fashion
|
(21
|
)
|
(39
|
)
|
(22
|
)
|
(17
|
)
|
(12
|
)
|
(22
|
)
|
(12
|
)
|
||||||||||||||
|
Holding
Company
|
192
|
213
|
119
|
122
|
(5
|
)
|
119
|
(5
|
)
|
|||||||||||||||||||
|
Railcar
|
—
|
—
|
—
|
—
|
—
|
49
|
22
|
|||||||||||||||||||||
|
Food/Packaging
|
—
|
—
|
—
|
—
|
—
|
28
|
29
|
|||||||||||||||||||||
|
|
$
|
523
|
$
|
440
|
$
|
398
|
$
|
504
|
$
|
712
|
$
|
475
|
$
|
763
|
||||||||||||||
|
Other
financial data:
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Capital
expenditures
|
$
|
30
|
$
|
60
|
$
|
794
|
$
|
699
|
$
|
158
|
$
|
859
|
$
|
188
|
||||||||||||||
|
Cash
distributions declared per LP unit
|
0.40
|
0.55
|
1.00
|
0.75
|
0.75
|
1.00
|
0.75
|
|||||||||||||||||||||
Balance
Sheet Data:
|
As
of September 30, 2009
|
||||||||
|
|
Actual(2)
|
Pro
Forma
|
||||||
|
|
(In
millions, except ratios)
|
|||||||
|
Liquid
assets:
|
|
|||||||
|
Holding
Company cash and cash equivalents
|
$
|
1,033
|
$
|
1,675
|
||||
|
Holding
Company investments in the Private Funds
|
1,233
|
1,233
|
||||||
|
Holding
Company liquid assets
|
$
|
2,266
|
$
|
2,908
|
||||
|
Total
consolidated assets
|
$
|
18,254
|
$
|
19,870
|
||||
|
Total
Holding Company debt
|
1,945
|
2,631
|
||||||
|
Total
debt
|
4,634
|
5,772
|
||||||
|
Equity:
|
|
|
||||||
|
Attributable
to Icahn Enterprises
|
$
|
2,668
|
$
|
2,961
|
||||
|
Attributable
to non-controlling interests
|
4,467
|
4,620
|
||||||
|
Total
equity
|
$
|
7,135
|
$
|
7,581
|
||||
|
Ratios:
|
|
|
||||||
|
Holding
Company asset value(2)
to Holding Company debt
|
2.6x
|
2.3x
|
||||||
|
Holding
Company asset value(2)
(net of cash and cash equivalents) to Holding Company net
debt
|
4.5x
|
4.5x
|
||||||
|
Holding
Company liquid assets to Holding Company debt
|
1.2x
|
1.1x
|
||||||
|
(1)
|
Automotive
segment results are for the periods commencing March 1,
2008.
|
|
(2)
|
See
page 3 of this offering memorandum
for the calculation of Holding Company asset value. Certain asset values
of our publicly traded companies for purposes of the ratios are as of
December 31, 2009.
|
|
(3)
|
EBITDA
represents earnings before interest expense, income tax (benefit) expense
and depreciation, depletion and amortization.We define Adjusted EBITDA as
EBITDA excluding the effect of impairments, restructuring costs, non-cash
pension plan expenses, purchase accounting inventory adjustments,
discontinued operations and gains on extinguishment of debt.We present
EBITDA and Adjusted EBITDA because we consider them important supplemental
measures of our performance and believe they are frequently used by
securities analysts, investors and other interested parties in the
evaluation of companies that have issued debt, many of which present
EBITDA and Adjusted EBITDA when reporting their results.We present EBITDA
and Adjusted EBITDA on a consolidated basis, net of the effect of
non-controlling interests.We conduct substantially all of our operations
through subsidiaries. The operating results of our subsidiaries may not be
sufficient to make distributions to us. In addition, our subsidiaries are
not obligated to make funds available to us for payment of our
indebtedness, payment of distributions on our depositary units or
otherwise, and distributions and intercompany transfers from our
subsidiaries to us may be restricted by applicable law or covenants
contained in debt agreements and other agreements to which these
subsidiaries currently may be subject or into which they may enter into in
the future. The terms of any borrowings of our subsidiaries or other
entities in which we own equity may restrict dividends, distributions or
loans to us.
|
EBITDA
and Adjusted EBITDA have limitations as analytical tools, and you should not
consider them in isolation, or as substitutes for analysis of our results as
reported under U.S. GAAP. For example, EBITDA and Adjusted EBITDA:
|
•
|
do
not reflect our cash expenditures, or future requirements for capital
expenditures, or contractual
commitments;
|
|
•
|
do
not reflect changes in, or cash requirements for, our working capital
needs; and
|
|
•
|
do
not reflect the significant interest expense, or the cash requirements
necessary to service interest or principal payments on our
debt.
|
Although
depreciation, depletion and amortization are non-cash charges, the assets being
depreciated, depleted or amortized often will have to be replaced in the future,
and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such
replacements. Other companies in the industries in which we operate may
calculate EBITDA and Adjusted EBITDA differently than we do, limiting their
usefulness as comparative measures. In addition, EBITDA and Adjusted EBITDA do
not reflect the impact of earnings or charges resulting from matters we consider
not to be indicative of our ongoing operations.
EBITDA
and Adjusted EBITDA are not measurements of our financial performance under U.S.
GAAP and should not be considered as alternatives to net income or any other
performance measures derived in accordance with U.S. GAAP or as alternatives to
cash flow from operating activities as a measure of our liquidity. Given these
limitations, we rely primarily on our U.S. GAAP results and use EBITDA and
Adjusted EBITDA only supplementally in measuring our financial
performance.
The
following table reconciles, on a basis attributable to Icahn Enterprises, net
income attributable to Icahn Enterprises to EBITDA and EBITDA to Adjusted EBITDA
for the periods indicated:
|
Historical
|
Pro
Forma
|
|||||||||||||||||||||||||||
|
|
Year
Ended
December
31,
|
Nine
Months Ended
September
30,
|
Year
Ended
December
31,
2008
|
Nine
Months Ended
September
30,
2009
|
||||||||||||||||||||||||
|
|
2006
|
2007
|
2008
|
2008
|
2009
|
|||||||||||||||||||||||
|
|
(In
millions)
|
|||||||||||||||||||||||||||
|
Attributable
to Icahn
Enterprises:
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net
income (loss)
|
$
|
1,108
|
$
|
308
|
$
|
(43
|
)
|
$
|
425
|
$
|
241
|
$
|
(119
|
)
|
$
|
217
|
||||||||||||
|
Interest
expense
|
143
|
171
|
273
|
216
|
184
|
344
|
239
|
|||||||||||||||||||||
|
Income
tax expense (benefit)
|
39
|
27
|
308
|
357
|
(24
|
)
|
326
|
(20
|
)
|
|||||||||||||||||||
|
Depreciation,
depletion and amortization
|
174
|
39
|
248
|
174
|
215
|
268
|
231
|
|||||||||||||||||||||
|
EBITDA
attributable to Icahn
Enterprises
|
$
|
1,464
|
$
|
545
|
$
|
786
|
$
|
1,172
|
$
|
616
|
$
|
819
|
$
|
667
|
||||||||||||||
|
Impairments
of assets(a)
|
$
|
22
|
$
|
24
|
$
|
337
|
$
|
6
|
$
|
21
|
$
|
337
|
$
|
21
|
||||||||||||||
|
Restructuring
costs(b)
|
8
|
13
|
117
|
22
|
38
|
117
|
38
|
|||||||||||||||||||||
|
Purchase
accounting inventory adjustment(c)
|
—
|
—
|
54
|
54
|
—
|
54
|
—
|
|||||||||||||||||||||
|
Non-cash
pension expenses(d)
|
—
|
—
|
3
|
3
|
38
|
3
|
38
|
|||||||||||||||||||||
|
Discontinued
operations(e)
|
(971
|
)
|
(142
|
)
|
(753
|
)
|
(753
|
)
|
(1
|
)
|
(753
|
)
|
(1
|
)
|
||||||||||||||
|
Gain/loss
on extinguishment of debt(f)
|
—
|
—
|
(146
|
)
|
—
|
—
|
(102
|
)
|
—
|
|||||||||||||||||||
|
Adjusted
EBITDA attributable to Icahn Enterprises
|
$
|
523
|
$
|
440
|
$
|
398
|
$
|
504
|
$
|
712
|
$
|
475
|
$
|
763
|
||||||||||||||
|
(a)
|
Represents
asset impairment charges, primarily relating to our Automotive segment in
2008, related to goodwill and other indefinite-lived intangible
assets.
|
|
(b)
|
Restructuring
costs represent expenses incurred primarily by our Automotive and Home
Fashion segments, relating to efforts to integrate and rationalize
businesses and to relocate manufacturing operations to best-cost
countries.
|
|
(c)
|
In
connection with the application of purchase accounting upon the
acquisition of Federal-Mogul, effective March 1, 2008, we adjusted
Federal-Mogul’s inventory balance as of March 1, 2008 to fair value. This
resulted in an additional non-cash charge to cost of goods sold during the
fiscal year ended December 31, 2008 which is reflected net of
non-controlling interest.
|
|
(d)
|
Represents
non-cash expense associated with Federal-Mogul’s U.S. based pension plans,
net of non-controlling interest.
|
|
(e)
|
Discontinued
operations primarily include the operating results of and gains on sales
of our former oil and gas operations which were sold in November 2006 and
our former gaming segment, ACEP, which was sold in February
2008.
|
|
(f)
|
During
the fourth quarter of the fiscal year ended December 31, 2008, we
purchased outstanding debt of entities in our consolidated financial
statements in the principal amount of $352 million and recognized an
aggregate gain of $146 million. The pro forma amount also includes $44
million of expenses, primarily representing the net effect of the consent
payments and the write- off of the unamortized deferred financing costs
and debt discounts associated with the repayment of our Existing
Notes.
|
|
Exhibit 99.3
The
following table sets forth our cash and cash equivalents and our capitalization
on a consolidated basis as of September 30, 2009 on an actual and pro forma
basis. This table should be read in conjunction with
“Summary — Summary Consolidated Historical and Pro Forma Financial
Data,” “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” the
section entitled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” contained in our Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2008, which is included in Annex A of this
offering memorandum, and our Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2009, which is included in Annex B of this offering
memorandum.
|
As
of September 30, 2009
|
||||||||
|
|
Actual
|
Pro
Forma
|
||||||
|
|
(In
millions)
|
|||||||
|
Liquid
assets:
|
|
|
||||||
|
Holding
Company cash and cash equivalents(1)
|
$
|
1,033
|
$
|
1,675
|
||||
|
Holding
Company investments in the Private Funds
|
1,233
|
1,233
|
||||||
|
Holding
Company liquid assets
|
2,266
|
2,908
|
||||||
|
Subsidiary
cash and cash equivalents
|
1,077
|
1,402
|
||||||
|
Total
liquid assets
|
$
|
3,343
|
$
|
4,310
|
||||
|
Holding
Company debt:
|
|
|
||||||
|
Senior
unsecured 7.125% notes due 2013(2)
|
$
|
967
|
$
|
—
|
||||
|
Senior
unsecured 8.125% notes due 2012(2)
|
353
|
—
|
||||||
|
Notes
|
—
|
2,000
|
||||||
|
Senior
unsecured variable rate convertible notes due 2013
|
556
|
556
|
||||||
|
Mortgages
payable(3)
|
75
|
75
|
||||||
|
Total
Holding Company debt
|
$
|
1,951
|
$
|
2,631
|
||||
|
Subsidiary
debt(3):
|
|
|
||||||
|
Exit
facilities – Federal-Mogul
|
$
|
2,567
|
$
|
2,567
|
||||
|
Mortgages
payable
|
40
|
40
|
||||||
|
Senior
unsecured notes – ARI
|
—
|
275
|
||||||
|
Senior
secured notes and other debt – Viskase(4)
|
—
|
177
|
||||||
|
Other
|
82
|
82
|
||||||
|
Total
subsidiary debt
|
$
|
2,689
|
$
|
3,141
|
||||
|
Total
consolidated debt
|
$
|
4,640
|
$
|
5,772
|
||||
|
Preferred
limited partner units
|
$
|
135
|
$
|
—
|
||||
|
Equity:
|
||||||||
|
Attributable
to Icahn Enterprises
|
$
|
2,668
|
$
|
2,961
|
||||
|
Attributable
to non-controlling interests
|
4,467
|
4,620
|
||||||
|
|
$
|
7,135
|
$
|
7,581
|
||||
|
Total
capitalization
|
$
|
11,910
|
$
|
13,353
|
||||
|
(1)
|
Includes
liquid investment (excluding Investment Management) of $17
million.
|
|
(2)
|
Excludes
unamortized original issue debt
discount.
|
|
(3)
|
Debt
is non-recourse to Holding Company.
|
|
(4)
|
Pro
forma for debt refinancing closed on December 21, 2009.
|
Exhibit
99.4
Investor
Contact:
Dominick
Ragone
Chief
Financial Officer
(646)
861-7500
For
Release: December 30, 2009
ICAHN
ENTERPRISES ANNOUNCES CASH TENDER OFFERS AND CONSENT
SOLICITATIONS
FOR ITS EXISTING
8.125%
SENIOR NOTES DUE 2012 AND 7.125% SENIOR NOTES DUE 2013;
ICAHN
ENTERPRISES ALSO ANNOUNCES INTENTION TO REDEEM PREFERRED UNITS FOR DEPOSITARY
UNITS AND POTENTIAL ACQUISITIONS
(New
York, New York, December 30, 2009) – Icahn Enterprises L.P. (NYSE: IEP) – Icahn
Enterprises L.P. (“Icahn Enterprises”) announced today that it, together with
Icahn Enterprises Finance Corp., commenced separate cash tender offers to
purchase any and all of the $967.0 million outstanding aggregate principal
amount of their 7.125% Senior Notes due 2013 (CUSIP Nos. 029171AD7 and
029171AF2) (the “2013 Notes”) and any and all of the $353.0 million outstanding
aggregate principal amount of their 8.125% Senior Notes due 2012 (CUSIP
No. 029171AC9 ) (the “2012 Notes” and, together with the 2013 Notes, the
“Notes”). In connection with the tender offers, Icahn Enterprises is
soliciting consents to effect certain proposed amendments to the indentures
governing the Notes to eliminate most of the restrictive covenants and amend
certain other provisions in the indentures and the Notes. Holders who
consent to the proposed amendments will be obligated to tender their
Notes. The tender offers and consent solicitations are each being
made pursuant to an Offer to Purchase and Consent Solicitation Statement dated
December 30, 2009, and a related Consent and Letter of Transmittal, which
more fully set forth the terms and conditions of the tender offers and consent
solicitations.
The
following table sets forth Total Consideration and Base Consideration per $1,000
principal amount of Notes tendered (excluding accrued and unpaid interest that
is payable from and including the last date upon which interest was paid up to,
but not including, the applicable date of payment).
|
Title of
Security
|
Principal
Amount
Outstanding
|
CUSIP
Numbers
|
Base
Consideration
|
Consent
Payment
|
Total Consideration
|
||||||||||||
|
7.125%
Notes
due
2013
|
$ | 967,000,000 |
029171AD7
029171AF2
|
$ | 1,000.00 | $ | 22.81 | $ | 1,022.81 | ||||||||
|
8.125%
Notes
due
2012
|
$ | 353,000,000 |
029171AC9
|
$ | 1,000.00 | $ | 20.94 | $ | 1,020.94 | ||||||||
As
described in each Offer to Purchase and Consent Solicitation Statement, the
“Base Consideration” to be paid for each $1,000 principal amount of 2013 Notes
and 2012 Notes validly tendered and accepted for purchase will be 100% of the
principal amount thereof, or $1,000. Holders of 2013 Notes who
validly deliver their consents to the proposed amendments on or prior to 5:00
p.m., New York City time, on January 7, 2010 (unless extended or earlier
terminated, the “Consent Payment Deadline”), will be eligible to receive a
consent payment of $22.81 per $1,000 principal amount of 2013 Notes tendered.
Holders of 2013 Notes must validly tender, and not withdraw, their 2013 Notes in
order to validly deliver their consents. Holders of 2012 Notes who validly
deliver their consents to the proposed amendments on the Consent Payment
Deadline will be eligible to receive a consent payment of $20.94 per $1,000
principal amount of 2012 Notes. Holders of 2012 Notes must validly tender, and
not withdraw, their 2012 Notes in order to validly deliver their
consents.
The
tender offers will expire at 12:00 midnight, New York City time, at the end of
Thursday, January 28, 2010, unless terminated or extended (the “Expiration
Time”). Any such extension will be followed by a public announcement
no later than 9:00 a.m., New York City time, on the first business day after the
previously scheduled Expiration Time. Holders of Notes may withdraw
their Notes and revoke their consents on or prior to the Consent Payment
Deadline, but not thereafter. Each tender offer and consent
solicitation is subject to certain customary conditions described in the Offer
to Purchase and Consent Solicitation Statement, including that Icahn Enterprises
receives tenders of at least a majority in aggregate principal amount of the
2012 Notes and 2013 Notes and a financing condition.
The
information agent for the tender offers and consent solicitations is D.F. King
& Co., Inc. The dealer manager for the tender offers and the
solicitation agent for the consent solicitations is Jefferies & Company,
Inc. Requests for documents may be directed to Jefferies &
Company, Inc. at (888) 708-5831 or D.F. King & Co., Inc. at (800) 488-8035
or (212) 269-5550 (for banks and brokers only).
This
announcement is not an offer to purchase, a solicitation of an offer to sell, or
a solicitation of consents with respect to the Notes or any new
securities. The tender offers are not being made in any jurisdiction
in which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. Each tender
offer and consent solicitation is made solely by means of an Offer to Purchase
and Consent Solicitation Statement and related Consent and Letter of Transmittal
dated December 30, 2009.
Icahn
Enterprises also announced today that the Audit Committee of the Board of
Directors of the General Partner has approved the redemption of all outstanding
preferred units on March 31, 2010 in accordance with the terms of its
partnership agreement at a redemption price equal to the liquidation preference
of the preferred units, plus accrued but unpaid distributions thereon, or an
aggregate of approximately $138 million. The partnership agreement
provides that the redemption price may be paid in cash or in depositary
units. The preferred units will be redeemed by the issuance of
additional depositary units, which will be valued at the average price at which
the depositary units are trading over the 20-day period immediately preceding
March 31, 2010, the redemption date, plus cash in lieu of fractional
interests.
Icahn
Enterprises also announced that it is in negotiations to acquire an aggregate of
approximately 54% of the issued and outstanding common stock of American Railcar
Industries, Inc. and an aggregate of approximately 70% of the issued and
outstanding common stock of Viskase Companies, Inc., in each case, from
affiliates of Carl C. Icahn for consideration to be comprised solely of
depository units of Icahn Enterprises. The acquisitions are subject
to approval by the Audit Committee of the Board of Directors of the General
Partner, which has retained independent counsel and an independent financial
advisor.
Management
expects that Icahn Enterprises will issue depositary units with an aggregate
fair market value of approximately $375 million in consideration for the
redemption of the preferred units and the proposed
acquisitions. However, the acquisitions are currently being
negotiated and the actual value of the depositary units paid may be more or less
than anticipated, and such difference could be material. No assurance
can be given that Icahn Enterprises will consummate the
acquisitions.
* *
*
Icahn
Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified
holding company engaged in five primary business segments: Investment
Management, Automotive, 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 scrap metals activities,
including potential environmental exposure; risks related to our real estate
activities, including the extent of any tenant bankruptcies and insolvencies,
and competition for residential and investment properties; 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
SEC. We undertake no obligation to publicly update or review any
forward-looking information, whether as a result of new information, future
developments or otherwise.