ICAHN
ENTERPRISES L.P.
ICAHN
ENTERPRISES FINANCE CORP.
767 Fifth
Avenue
New York,
New York 10153
December
27, 2010
VIA
ELECTRONIC TRANSMISSION
AND
OVERNIGHT COURIER
Justin
Dobbie, Esq.
Special
Counsel
United
States Securities and Exchange Commission
Corporation
Finance
100 F
Street, N.E.
Washington,
D.C. 20549-1004
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Re:
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Supplemental
Letter with respect the Registration Statement on Form S-4
(FileNo. 333-170977) of Icahn Enterprises L.P. and Icahn Enterprises
Finance Corp.
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Ladies
and Gentlemen:
Icahn
Enterprises L.P., a Delaware limited partnership (“Icahn Enterprises”),
and Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises
Finance” and, together with Icahn Enterprises, the “Company”), are
registering the Company’s exchange offer (the “Exchange Offer”)
pursuant to a Registration Statement on Form S-4 (File No. 333-170977) in
reliance on the position of the staff of the United States Securities and
Exchange Commission enunciated in Exxon Capital Holdings
Corporation (available April 13, 1988), Morgan Stanley &
Co., Incorporated (available June 5, 1991) and Shearman &
Sterling (available July 2, 1993). The Company represents
as follows:
1. The
Company has not entered into any arrangement or understanding with any person to
distribute the securities to be received in the Exchange Offer (collectively,
the “New
Securities”) and, to the best of the Company’s information and belief,
each person participating in the Exchange Offer (i) has no arrangement or
understanding with any person to participate in the distribution of the New
Securities, (ii) is neither an “affiliate” of the Company within the meaning of
Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), nor
a broker-dealer acquiring the New Securities in exchange for securities acquired
directly from the Company for its own account and (iii) is acquiring the New
Securities in the ordinary course its of business.
2. The
Company will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being
registered for the purpose of secondary resales, any securityholder using the
Exchange Offer to participate in a distribution of the New Securities
(a) could not rely on the staff position enunciated in no-action letters
issued to unrelated third parties (such as Exxon Capital Holdings
Corporation (available April 13, 1988) and similar
letters) and (b) must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the “Securities Act”), in
connection with a secondary resale transaction. The Company
acknowledges that such a secondary resale transaction should be covered by an
effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities
Act.
3. The
Company will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds
existing securities acquired for its own account as a result of
market-making activities or other trading activities, and who receives New
Securities in exchange for such existing securities pursuant to the Exchange
Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act (as described in Shearman &
Sterling (available July 2, 1993)) in connection with any
resale of such New Securities, and (ii) by executing the letter of transmittal,
any such broker-dealer represents that it will so deliver a prospectus meeting
the requirements of the Securities Act.
4. The
Company will include in the transmittal letter or similar documentation to be
executed by an exchange offeree in order to participate in the Exchange Offer
the following additional provision: if the exchange offeree is a broker-dealer
holding existing securities acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgement that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of New Securities received in respect of such
existing securities pursuant to the Exchange Offer. The transmittal letter or
similar documentation may also include a statement to the effect that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities
Act.
5. Neither
the Company nor any affiliate of the Company has entered into
any arrangement or understanding with any broker-dealer to distribute the
New Securities.
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Very
truly yours,
ICAHN
ENTERPRISES L.P.
By:
Icahn Enterprises G.P. Inc., its general
partner
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By:
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/s/ Dominick Ragone | |
| Name: Dominick Ragone | |||
| Title: Chief Financial Officer | |||
| ICAHN ENTERPRISES FINANCE CORP. | |||
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By:
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/s/ Dominick Ragone | |
| Name: Dominick Ragone | |||
| Title: Chief Financial Officer | |||