December
26, 2007
VIA
ELECTRONIC TRANSMISSION
AND
OVERNIGHT COURIER
Jim
Lopez, Esq.
Senior
Staff Attorney
United
States Securities and Exchange Commission
Corporation
Finance
100
F
Street, N.E.
Washington,
D.C. 20549-1004
|
Re:
|
Icahn
Enterprises L.P.
Amendment
No. 1 to Registration Statement on Form S-3
Filed
on December 5, 2007
File
No. 333-143930
Icahn
Enterprises L.P. and co-registrants
Amendment
No. 1 to Registration Statement on Form S-4
Filed
on December 5, 2007
File
Nos. 333-143929
|
Dear
Mr.
Lopez:
Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Commission”) with respect to the Registration Statement on Form S-3 (File
No. 333-143930) (the “S-3 Registration Statement”) and the Registration
Statement on Form S-4 (File No. 333-143929) (the “S-4 Registration Statement”)
of Icahn Enterprises L.P., a Delaware limited partnership (the “Company”), in
your letter dated December 20, 2007 (the “Comment Letter”).
We
are
writing to respond to the comments contained in the Comment Letter and to
indicate the changes that are being made in Amendment No. 2 to the S-3
Registration Statement and Amendment No. 2 to the S-4 Registration Statement
(collectively, the “Amendments”) that will be filed with the Commission on
today’s date.
|
Jim
Lopez, Esq.
|
December
26, 2007
|
|
United
States Securities and
|
Page
2 of
5
|
|
Exchange
Commission
|
For
your
convenience, your comments are set forth in this letter, followed by our
responses.
Registration
Statement on Form S-3
Convertible
Notes, page 4
| 1. |
We
note your response to comment two from our letter dated July 18,
2007 and
revised disclosure on page four. Please revise Potential Required
Payments
to quantify the estimated amounts as to dollar values. It appears
that you
could estimate the range and disclose the basis for any assumptions,
such
as LIBOR. Please revise or advise.
|
We
have
revised our tabular disclosure to reflect dollar values as follows:
|
Payments
made through Present
|
Potential
Required Payments
|
||||
|
Cash
Interest
Payments1
|
Special
Distributions2
|
Cash
Interest Payments3
|
Special
Distributions4
|
Additional
Interest5
|
Make-Whole
Premium6
|
|
$6,833,333.33
|
$666,000
|
$8,250,000
per quarter |
$222,000
per quarter |
$1,980,000
per
month
|
Not
presently
determinable
|
1
Represents quarterly cash interest payments paid to date by us to holders
of the
convertible notes. Interest on the convertible notes accrues at a rate equal
to
LIBOR minus 1.25%, but not less than 4% nor more than 5.5%.
2
Represents special distributions paid by us to date to holders of the
convertible notes representing payments in the aggregate on each of June
1,
2007, September 7, 2007 and December 3, 2007. Pursuant to §4.07 of the
Indenture, if we declare a dividend payable to holders of the depositary
units
in excess of $0.10 per unit, then we are required to pay a dividend to the
holders of the convertible notes equal to such excess. On each of May 4,
2007,
August 3, 2007 and November 2, 2007, our board of directors declared a $0.15
per
unit dividend on the depositary units, resulting in these special distributions
to holders of the convertible notes, which was based upon the number of
depository units into which the convertible notes are convertible.
3
Represents cash interest payable on the convertible notes per quarter assuming
that cash interest is paid at the rate of 5.5% per annum, the maximum rate
payable under the Indenture. Interest on the convertible notes accrues at
a rate
equal to LIBOR minus 1.25%, but not less than 4% nor more than
5.5%.
4
See Note
2 above. Represents a special distribution payable by us to the holders of
the
convertible notes per quarter, assuming that we continue to pay a dividend
to
the holders of depositary units equal to $0.15 per unit per quarter. We
currently contemplate maintaining a quarterly dividend at this level. However,
this special distribution payable to the holders of the convertible notes
would
proportionally be decreased or increased to the extent that we decreased
or
increased the quarterly dividend paid to holders of the depositary
units.
5
Represents additional interest we would be obligated to pay per month to
the
holders in the aggregate in the event of a Registration Default (as defined
in
the registration rights agreement dated April 4, 2007, to which we are a
party).
Pursuant to the registration rights agreement, we are required to pay additional
interest in an amount equal to 0.33% per $1,000 principal amount of convertible
notes, or an aggregate of $1,980,000, for each month that a Registration
Default
continues up to a maximum of $24,000,000 in the aggregate. We do not currently
anticipate that we will be required to pay any additional interest on the
convertible notes.
|
Jim
Lopez, Esq.
|
December
26, 2007
|
|
United
States Securities and
|
Page 3
of
5
|
|
Exchange
Commission
|
6 Pursuant
to §15.01(a) of the Indenture, if a holder of convertible notes converts its
convertible notes into depositary units during a specified period following
the
announcement of a Fundamental Change (as defined in the Indenture to include
certain changes in control of the company or the failure of the depositary
units
to be listed for trading on an Eligible Market (as defined in the Indenture)),
we will be required to pay a Make-Whole Premium, in the form of additional
Depositary Units, to such holder. The amount of such Make-Whole Premium would
be
determined as set forth in §15.01 of the Indenture and is a function of the
effective date of such Fundamental Change and the price per depositary unit
in
the transaction constituting such Fundamental Change.
| 2. |
Also,
please disclose the maximum potential profit, which appears to
be $46.6
million.
|
We
have
included the total maximum possible profit of $46,608,097 realizable by holders
upon conversion of the Convertible Notes at the end of the first full paragraph
on page 5 and have also referred to our tabular disclosure presented at the
bottom of the page 5.
Risk
Factors, page 7
To
service our indebtedness and pay distributions…, page 7
| 3. |
To
place the risk in context, please revise to quantify the approximate
amount of debt coming due in the next two years. In this regard,
please
revise where appropriate to disclose your response to the first
bullet
point of comment eight from our letter dated July 18, 2007.
|
We
have
revised the relevant risk factor to include the following disclosure:
“Based
on
our current level of indebtedness, approximately $40 million of indebtedness
will come due in the two-year period ending December 31, 2009.”
In
addition, we have added the following disclosure at the end of the first
paragraph on page 4 as follows:
"We
intend, and have a reasonable basis to believe that we will have the financial
ability, to make all payments required on the convertible notes and underlying
securities."
|
Jim
Lopez, Esq.
|
December
26, 2007
|
|
United
States Securities and
|
Page 4
of
5
|
|
Exchange
Commission
|
Registration
Statement on Form S-4
Part
II
Item
22 Undertakings, page II-2
| 4. |
We
note your response to comment 15 from our letter dated July 18,
2007.
Please provide the undertakings of Item 22 of Form S-4, or advise.
|
We
have
added the undertakings of Item 22 of Form S-4.
This
is
to acknowledge that:
-
The
Company understands that should the Commission or the staff, acting pursuant
to
delegated authority, declare the filing effective, it does not foreclose
the
Commission from taking any action with respect to the filing;
-
The
Company understands that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective, does
not
relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and
-
The
Company understands that it may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the Commission
or any
person under the federal securities laws of the United States.
|
Jim
Lopez, Esq.
|
December
26, 2007
|
|
United
States Securities and
|
Page 5
of
5
|
|
Exchange
Commission
|
We
would
appreciate your prompt review of these materials and your prompt notification
to
us if you have further comments or questions. Please contact me should you
have
any questions or additional comments.
Very
truly yours,
Julie
M.
Allen/PMC
Enclosures
| cc: |
H.
Christopher Owens, Esq. (SEC)
Keith A. Meister (Icahn Enterprises
L.P.)
|