Obligation Icahn Holdings LP 5.25% ( US451102BZ91 ) en USD

Icahn Holdings LP

100 % ▲

Etas-Unis

US451102BZ91 ( en USD )

5.25% par an ( paiement semestriel )

14/05/2027

Prospectus brochure de l'obligation Icahn Enterprises L.P./Icahn Enterprises Finance Corp US451102BZ91 en USD 5.25%, échéance 14/05/2027

2 000 USD

996 200 000 USD

451102BZ9

BB ( Spéculatif )

Ba3 ( Spéculatif )

15/05/2025 ( Dans 5 jours )

Icahn Enterprises L.P. est une société d'investissement diversifiée qui investit dans une variété de secteurs, gérant un portefeuille d'actifs comprenant des participations importantes dans des sociétés cotées en bourse, des actifs immobiliers, des entreprises privées et des actifs financiers.

L'Obligation émise par Icahn Holdings LP ( Etas-Unis ) , en USD, avec le code ISIN US451102BZ91, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2027

L'Obligation émise par Icahn Holdings LP ( Etas-Unis ) , en USD, avec le code ISIN US451102BZ91, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Icahn Holdings LP ( Etas-Unis ) , en USD, avec le code ISIN US451102BZ91, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

tv537686-424b3 - none - 7.075467s
424B3 1 tv537686-424b3.htm 424B3
TABLE OF CONTENTS
?Filed pursuant to Rule 424(b)(3)?
?Registration No. 333-235600?
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
ICAHN ENTERPRISES HOLDINGS L.P.
Offer to Exchange $1,100,000,000 of Our 4.750% Senior Notes Due 2024 Which Have Been
Registered Under the Securities Act of 1933, as Amended, for
Any and All of Our Outstanding 4.750% Senior Notes Due 2024
Offer to Exchange $1,000,000,000 of Our 5.250% Senior Notes Due 2027 Which Have Been
Registered Under the Securities Act of 1933, as Amended, for
Any and All of Our Outstanding 5.250% Senior Notes Due 2027
?
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letters
of transmittal, $1,100,000,000 in aggregate principal amount of our 4.750% senior notes due 2024 (the "2024 exchange notes") that have
been registered under the Securities Act of 1933, as amended (the "Securities Act"), for $1,100,000,000 in aggregate principal amount of
our issued and outstanding, unregistered 4.750% senior notes due 2024 (the "2024 existing notes") and $1,000,000,000 in aggregate
principal amount of our 5.250% senior notes due 2027 (the "2027 exchange notes") that have been registered under the Securities Act for
$1,000,000,000 in aggregate principal amount of our issued and outstanding, unregistered 5.250% senior notes due 2027 (the "2027
existing notes"). In this prospectus, we refer to these offers to exchange collectively as the "exchange offers." We refer to the 2024
exchange notes and the 2027 exchange notes collectively as the "exchange notes," and we refer to the 2024 existing notes and the 2027
existing notes collectively as the "existing notes."
·
The terms of the exchange notes are substantially identical to the terms of the existing notes of the corresponding series, except
that the transfer restrictions and registration rights relating to the existing notes will not apply to the exchange notes, and the
exchange notes will not provide for the payment of special interest under circumstances related to the timing and completion of
the exchange offers.
?
·
The exchange offers will expire at 5:00 p.m., New York City time, on March 9, 2020, unless extended.
?
·
Subject to the satisfaction or waiver of specified conditions, we will exchange your validly tendered existing notes that have
not been withdrawn prior to the expiration of the exchange offers for an equal principal amount of exchange notes that have
been registered under the Securities Act.
?
·
The exchange offers are not subject to any condition other than that the exchange offers do not violate applicable law or any
applicable interpretation of the Staff of the Securities and Exchange Commission (the "SEC"), and other customary conditions.
?
·
You may withdraw your tender of existing notes at any time before the exchange offers expire.
?
·
The exchange of existing notes should not be a taxable exchange for U.S. federal income tax purposes.
?
·
We will not receive any proceeds from the exchange offers.
?
·
Any outstanding existing notes not validly tendered will remain subject to existing transfer restrictions.
?
·
The exchange notes will not be traded on any national securities exchange and, therefore, we do not anticipate that an active
public market in the exchange notes will develop.
?
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will
deliver a prospectus in connection with any resale of such exchange notes. A broker-dealer that is issued exchange notes for its own
account in exchange for existing notes that were acquired by such broker-dealer as a result of market-making or other trading activities
may use this prospectus, as supplemented or amended, for an offer to resell, resale or other retransfer of the exchange notes issued to it
in the exchange offers.
Please refer to "Risk Factors" beginning on page 10 of this prospectus for certain important information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange
notes to be issued in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
The date of this prospectus is February 7, 2020
TABLE OF CONTENTS?
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
ICAHN ENTERPRISES HOLDINGS L.P.
TABLE OF CONTENTS
?About this Prospectus
? ??? ii??
?Industry and Market Data
? ??? ii??
?Cautionary Note Regarding Forward-Looking Statements
? ??? iii??
?Summary
? ???
1??
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
?Risk Factors
? ??? 10??
?Use of Proceeds
? ??? 16??
?Selected Consolidated Financial Data
? ??? 17??
?The Exchange Offers
? ??? 19??
?Description of 2024 Notes
? ??? 27??
?Description of 2027 Notes
? ??? 63??
?Material U.S. Federal Income Tax Considerations
? ???100??
?Certain ERISA Considerations
? ???106??
?Plan of Distribution
? ???108??
?Legal Matters
? ???109??
?Experts
? ???110??
?Where You Can Find More Information
? ???111??
?Incorporation of Certain Documents by Reference
? ???112??
i
TABLE OF CONTENTS? ?
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-4 that we have filed with the SEC. This
prospectus does not contain all of the information included in the registration statement. The registration statement
filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You
should carefully read this prospectus, the related exhibits filed with the SEC and any prospectus supplement,
together with the additional information described below under the headings "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference." This prospectus incorporates important
business and financial information about us that is not included in or delivered with this prospectus. We will
provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request
of that person, a copy of any and all of this information. Requests for copies should be directed to Investor
Relations Department, Icahn Enterprises L.P., 767 Fifth Avenue, Suite 4700, New York, New York 10153; (212)
702-4300. You should request this information at least five business days in advance of the date on which you
expect to make your decision with respect to the exchange offers. In any event, in order to obtain timely
delivery, you must request this information prior to March 2, 2020, which is five business days before the
expiration date of the exchange offers. Our website address is www.ielp.com. Our website is not a part of, and is
not incorporated into, this prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus and in any
accompanying prospectus supplement. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. You
should assume that the information appearing in this prospectus, any prospectus supplement and any other
document incorporated by reference is accurate only as of the date on the front cover of those documents. We do
not imply that there has been no change in the information contained in this prospectus or in our affairs since that
date by delivering this prospectus.
Each broker-dealer that receives exchange notes for its own account pursuant to either of the exchange offers
must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The
letters of transmittal relating to the exchange offers state that by so acknowledging and by delivering a prospectus, a
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This
prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for existing notes where such existing notes were
acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed
that, for a period of up to 270 days after the consummation of the exchange offers, we will make this prospectus
available to any broker-dealer, at such broker-dealer's request, for use in connection with any such resale. See
"Plan of Distribution."
INDUSTRY AND MARKET DATA
We obtained the market and competitive position data, if any, included or incorporated by reference herein
from our and our subsidiaries' own research, surveys or studies conducted by third parties and industry or general
publications. Industry publications and surveys generally state that they have obtained information from sources
believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe
that each of these studies and publications is reliable, we have not independently verified such data, and we make
no representation as to the accuracy of such information. Similarly, we believe our and our subsidiaries' internal
research is reliable, but it has not been verified by any independent sources.
ii
TABLE OF CONTENTS?
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents that we incorporate by reference may contain
"forward-looking statements." Forward-looking statements are those that do not relate solely to historical fact. They
include, but are not limited to, any statement that may predict, forecast, indicate or imply future results,
performance, achievements or events. Forward-looking statements can generally be identified by phrases such as
"believes," "expects," "potential," "continues," "may," "should," "seeks," "predicts," "anticipates," "intends,"
"projects," "estimates," "plans," "could," "designed," "should be" and other similar expressions that denote
expectations of future or conditional events rather than statements of fact. Forward-looking statements also may
relate to strategies, plans and objectives for, and potential results of, future operations, financial results, financial
condition, business prospects, growth strategy and liquidity, and are based upon management's current plans and
beliefs or current estimates of future results or trends.
These forward-looking statements reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends,
plans or expectations set forth in the forward-looking statements. These risks and uncertainties may include the
risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2018, and
our Quarterly Reports on Form 10-Q, as well as those risk factors included under "Risk Factors" in this prospectus.
Among these risks and uncertainties are: risks related to economic downturns, substantial competition and rising
operating costs; risks related to our investment activities, including the nature of the investments made by the
Investment Funds (as defined herein) we manage, losses in the Investment Funds and loss of key employees; risks
related to our ability to continue to conduct our activities in a manner so as not to be deemed an investment
company under the Investment Company Act of 1940, as amended; risks related to our energy business, including
the volatility and availability of crude oil, other feed stocks and refined products, unfavorable refining margin
(crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the
agricultural industry and seasonality of results; risks related to our automotive activities, including exposure to
adverse conditions in the automotive industry; risks related to our food packaging activities, including competition
from better capitalized competitors, inability of our suppliers to timely deliver raw materials and the failure to
effectively respond to industry changes in casings technology; 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; 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.
Given these risks and uncertainties, we urge you to read this prospectus, any prospectus supplement and the
documents we incorporate by reference completely and with the understanding that actual future results may be
materially different from what we plan or expect. All of the forward-looking statements made in this prospectus,
any prospectus supplement and the documents we incorporate by reference are qualified by these cautionary
statements, and we cannot assure you that the actual results or developments anticipated by us will be realized or,
even if substantially realized, that they will have the expected consequences to or effects on our business or
operations. In addition, these forward-looking statements present our estimates and assumptions only as of the date
of this prospectus, any prospectus supplement and the documents we incorporate by reference. We do not intend to
update you concerning any future revisions to any forward-looking statements to reflect events or circumstances
occurring after the date of this prospectus, any prospectus supplement and the documents we incorporate by
reference. However, you should carefully review the risk factors set forth in other reports or documents we file
from time to time with the SEC.
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
iii
TABLE OF CONTENTS?
SUMMARY
This summary highlights certain information concerning our business and the exchange offers. This summary
may not contain all of the information that you should consider before making a decision on whether to participate
in the exchange offers and investing in the exchange notes. The following summary is qualified in its entirety by
the more detailed information and financial statements and notes thereto appearing elsewhere or incorporated by
reference in this prospectus. You should carefully read this entire prospectus and should consider, among other
things, the matters set forth in "Risk Factors" in this prospectus and the risk factors set forth in our Annual Report
on Form 10-K for the year ended December 31, 2018, and our Quarterly Reports on Form 10-Q, before making a
decision on whether to participate in the exchange offers and invest in the exchange notes. Except where the
context otherwise requires or indicates, in this prospectus, (i) "Icahn Enterprises," "the Company," "we," "us" and
"our" refer to Icahn Enterprises L.P. and its subsidiaries and (ii) "Holding Company" refers to the unconsolidated
results and financial position of Icahn Enterprises and Icahn Enterprises Holdings L.P. ("Icahn Enterprises
Holdings").
Overview
Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises G.P.
Inc. ("Icahn Enterprises GP"), which is owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner
interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of September 30, 2019. Icahn Enterprises
Holdings and its subsidiaries own substantially all of the assets and liabilities of Icahn Enterprises and conduct
substantially all of its operations. In addition to the above, Mr. Icahn and his affiliates owned approximately 92.0%
of Icahn Enterprises' outstanding depositary units as of September 30, 2019. Icahn Enterprises Finance Corp.
("Icahn Enterprises Finance"), a Delaware corporation, is our wholly owned subsidiary. Icahn Enterprises Finance
was incorporated on April 19, 2004 and was formed solely for the purpose of serving as a co-issuer of non-
convertible debt securities of Icahn Enterprises. Icahn Enterprises Finance does not and will not have any
operations or assets and will not have any revenues.
Mr. Icahn's estate has been designed to assure the stability and continuation of Icahn Enterprises with no need
to monetize his interests for estate tax or other purposes. In the event of Mr. Icahn's death, control of Mr. Icahn's
interests in Icahn Enterprises and its general partner will be placed in charitable and other trusts under the control of
senior Icahn Enterprises executives and family members.
The following is a summary of our core holdings:
Investment. Our Investment segment is comprised of various private investment funds ("Investment Funds")
in which we have general partner interests and through which we invest our proprietary capital. We and certain of
Mr. Icahn's wholly-owned affiliates are the sole investors in the Investment Funds. Interests in the Investment
Funds are not offered to outside investors. As general partner, we provide investment advisory and certain
administrative and back office services to the Investment Funds but do not provide such services to any other
entities, individuals or accounts. Since inception in 2004 through September 30, 2019, the Investment Funds'
cumulative return was approximately 101.0%, representing an annualized rate of return of approximately 4.8%. For
the nine months ended September 30, 2019, the Investment Funds' returns were (15.6)%.
Energy. We conduct our Energy segment through our majority owned subsidiary, CVR Energy, Inc. ("CVR
Energy"). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen
fertilizer manufacturing businesses through its 100% ownership in CVR Refining, LP ("CVR Refining") and 34%
ownership in CVR Partners, LP ("CVR Partners"), respectively. As of September 30, 2019, we owned
approximately 71% of the total outstanding common stock of CVR Energy. CVR Refining is an independent
petroleum refiner and marketer of high value transportation fuels. CVR Refining's mid-continent location provides
access to significant quantities of crude oil from the continental United States and Western Canada. CVR
Refining's strategic location of its refineries, combined with supporting logistics assets, provides significant
flexibility to use the most profitable mix of crude oil. CVR Partners produces and markets nitrogen fertilizers in the
form of urea ammonium nitrate and ammonia which are used by farmers to improve the yield and quality of their
crops.
TABLE OF CONTENTS
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
Automotive. We conduct our Automotive segment through our wholly owned subsidiary, Icahn Automotive
Group LLC ("Icahn Automotive"). Our Automotive segment also includes our equity method investment in 767
Auto Leasing LLC, a joint venture created to purchase vehicles for lease. Icahn Automotive was formed by us to
invest in and operate businesses involved in automotive repair and maintenance services as well as the distribution
and sale of automotive aftermarket parts and accessories to end-user do-it-yourself customers, wholesale
distributors and professional auto mechanics. Icahn Automotive acquired IEH Auto Parts Holding LLC in 2015,
The Pep Boys?--?Manny, Moe & Jack in 2016, the franchise businesses of Precision Tune Auto Care and
American Driveline Systems, the franchisor of AAMCO and Cottman Transmission service centers, in 2017, and
various other businesses in recent years. Icahn Automotive's aftermarket parts and automotive services businesses
serve different customer channels and have distinct strategies, opportunities and requirements. As a result, the board
of directors of Icahn Automotive has approved the separation of its aftermarket parts and automotive services
businesses into two independent operating companies, each with its own Chief Executive Officer and management
teams, and both of which are supported by a central shared service group.
Food Packaging. We conduct our Food Packaging segment through our majority owned subsidiary, Viskase
Companies, Inc. ("Viskase"). As of September 30, 2019, we owned approximately 79% of the total outstanding
common stock of Viskase. Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and
package processed meat products. Viskase's operations include eleven manufacturing facilities, six distribution
centers and three service centers throughout North America, Europe, South America and Asia. While developed
markets remain a steady source of demand for Viskase's products, we believe that future growth will be driven
significantly by the growing middle class in emerging markets.
Metals. We conduct our Metals segment through our wholly owned subsidiary, PSC Metals LLC ("PSC
Metals"). PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and non-
ferrous metals, as well as the processing and distribution of steel pipe and plate products in the Midwest and
Southern United States. PSC Metals collects industrial and obsolete scrap metal, processes it into reusable forms
and supplies the recycled metals to its customers.
Real Estate. Our Real Estate operations consist primarily of rental real estate, property development and
associated club activities. Our rental real estate operations consist primarily of office, retail and industrial
properties. Our property development operations are run primarily through a real estate investment, management
and development subsidiary that focuses primarily on the construction and sale of single-family and multi-family
homes, lots in subdivisions and planned communities and raw land for residential development. Our property
development locations also operate golf and club operations. In addition, our Real Estate operations also include a
hotel, timeshare and casino resort property in Aruba, as well as a casino property in Atlantic City, New Jersey,
which ceased operations in September 2014 prior to our obtaining control of the property.
Home Fashion. We conduct our Home Fashion segment through our wholly owned subsidiary, WestPoint
Home LLC ("WPH"). WPH's business consists of manufacturing, sourcing, marketing, distributing and selling
home fashion consumer products.
Risk Factors
Investment in our exchange notes involves substantial risks. See "Risk Factors" starting on page 10, and the
risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2018, and our Quarterly
Reports on Form 10-Q, as well as other information included in this prospectus for a discussion of certain risks
relating to an investment in our exchange notes.
Our Corporate Information
Our principal executive offices are located at 767 Fifth Avenue, Suite 4700, New York, New York 10153 and
our telephone number is (212) 702-4300. Our Internet address is www.ielp.com. We are not including the
information contained on or available through our website as a part of, or incorporating such information by
reference into, this prospectus.
2
TABLE OF CONTENTS
Summary of the Exchange Offers
The Offerings of the Existing Notes
On September 6, 2019, we issued $500 million in aggregate
principal amount of 4.750% senior notes due 2024, and on
December 12, 2019, we issued $750 million in aggregate principal
amount of 5.250% senior notes due 2027, in each case, in an
offering not registered under the Securities Act. On January 9,
2020, we issued $300 million in aggregate principal amount of
additional 4.750% senior notes due 2024 and $250 million in
aggregate principal amount of additional 5.250% senior notes due
2027 in an offering not registered under the Securities Act. On
January 28, 2020, we issued $300 million in aggregate principal
amount of additional 4.750% senior notes due 2024 in an offering
not registered under the Securities Act.
At the time that each offering of the existing notes was
consummated, on September 6, 2019, December 12, 2019,
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
January 9, 2020 and January 28, 2020, respectively, we entered
into a registration rights agreement (collectively, the "registration
rights agreements") in which we agreed to offer to exchange the
existing notes for exchange notes that have been registered under
the Securities Act. These exchange offers are intended to satisfy
those obligations.
The Exchange Offers
We are offering to exchange the exchange notes that have been
registered under the Securities Act for the existing notes. As of the
date of this prospectus, there is an aggregate principal amount of?
$1,100 million of the 2024 existing notes and $1,000 million of the
2027 existing notes outstanding.
Required Representations
In order to participate in these exchange offers, you will be
required to make certain representations to us in a letter of
transmittal, including that:
·
any exchange notes will be acquired by you in the
ordinary course of your business;
?
·
you are not participating, do not intend to participate and
have no arrangement or understanding with any person
to participate in the distribution of the exchange notes;
and
?
·
you are not an "affiliate" of us or any of our subsidiaries,
as that term is defined in Rule 405 of the Securities Act.
?
Resale of Exchange Notes
We believe that, subject to limited exceptions, the exchange notes
may be freely traded by you without compliance with the
registration and prospectus delivery provisions of the Securities
Act, provided that:
·
you are acquiring exchange notes in the ordinary course
of your business;
?
·
you are not participating, do not intend to participate and
have no arrangement or understanding with any person
to participate in the distribution of the exchange notes;
and
?
?
3
TABLE OF CONTENTS
·
you are not an "affiliate" of us or any of our subsidiaries,
as that term is defined in Rule 405 of the Securities Act.
?
If our belief is inaccurate and you transfer any exchange note
issued to you in the exchange offers without delivering a
prospectus meeting the requirements of the Securities Act or
without an exemption from registration of your exchange notes
from such requirements, you may incur liability under the
Securities Act. We do not assume, or indemnify you against, any
such liability. The SEC has not considered the exchange offers in
the context of a no action letter, and we cannot be sure that the
SEC would make the same determination with respect to the
exchange offers as it has in other circumstances.
Each broker-dealer that is issued exchange notes for its own
account in exchange for existing notes that were acquired by such
broker-dealer as a result of market-making or other trading
activities also must acknowledge that it has not entered into any
arrangement or understanding with us or any of our affiliates to
distribute the exchange notes and will deliver a prospectus meeting
the requirements of the Securities Act in connection with any
resale of the exchange notes issued in the exchange offers.
We have agreed in the registration rights agreements that a broker-
dealer may use this prospectus for an offer to resell, resale or other
retransfer of the exchange notes issued to it in the exchange offers.
Expiration Date
The exchange offers will expire at 5:00 p.m., New York City time,
on March 9, 2020, unless extended, in which case the term
"expiration date" shall mean the latest date and time to which we
extend the exchange offers.
Conditions to the Exchange Offers
The exchange offers are subject to certain customary conditions,
which may be waived by us. The exchange offers are not
conditioned upon any minimum principal amount of existing notes
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
being tendered.
Procedures for Tendering Existing Notes
If you wish to tender existing notes, you must (a)(1) complete,
sign and date the letter of transmittal, or a facsimile of it, according
to its instructions and (2) send the letter of transmittal, together
with your existing notes to be exchanged and other required
documentation, to the exchange agent (as defined below) at the
address provided in the letter of transmittal; or (b) tender through
The Depository Trust Company ("DTC") pursuant to DTC's
Automated Tender Offer Program ("ATOP"). The letter of
transmittal or a valid agent's message through ATOP must be
received by the exchange agent before 5:00 p.m., New York City
time, on the expiration date. See "The Exchange Offers?--?
Procedures for Tendering," and "-- Book-Entry Tender." By
executing the letter of transmittal, you are representing to us that
you are acquiring the exchange notes in the ordinary course of
your
4
TABLE OF CONTENTS
business, that you are not participating, do not intend to participate
and have no arrangement or understanding with any person to
participate in the distribution of exchange notes, and that you are
not an "affiliate" of ours. See "The Exchange Offers?--?
Procedures for Tendering," and "-- Book-Entry Tender." Do not
send letters of transmittal and certificates representing existing
notes to us. Send these documents only to the exchange agent. See
"The Exchange Offers?--?Procedures for Tendering" for more
information.
Special Procedures for Beneficial Owners
If you are the beneficial owner of book-entry interests and your
name does not appear on a security position listing of DTC as the
holder of the book-entry interests or if you are a beneficial owner
whose existing notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee, and you wish
to tender your existing notes in the exchange offers, you should
contact the registered holder promptly and instruct the registered
holder to tender on your behalf. If you are a beneficial owner and
wish to tender on your own behalf, you must, before completing
and executing the letter of transmittal and delivering your existing
notes, either make appropriate arrangements to register ownership
of the existing notes in your name or obtain a properly completed
bond power from the registered holder. See "The Exchange
Offers?--?Procedure if the Existing Notes Are Not Registered in
Your Name," and "-- Beneficial Owner Instructions to Holders of
Existing Notes." The transfer of registered ownership may take
considerable time and may not be possible to complete before the
expiration date.
Guaranteed Delivery Procedures
If you wish to tender existing notes and time will not permit the
documents required by the letter of transmittal to reach the
exchange agent prior to the expiration date, or the procedure for
book-entry transfer cannot be completed on a timely basis, you
must tender your existing notes according to the guaranteed
delivery procedures described under "The Exchange Offers?--?
Guaranteed Delivery Procedures."
Acceptance of Existing Notes and
Delivery of Exchange Notes
Subject to the conditions described under "The Exchange Offers?
--?Conditions," we will accept for exchange any and all existing
notes that are validly tendered in the exchange offers and not
withdrawn, prior to 5:00 p.m., New York City time, on the
expiration date.
Interest on Existing Notes
Interest will not be paid on existing notes that are tendered and
accepted for exchange in the exchange offers.
Withdrawal Rights
You may withdraw your tender of existing notes at any time prior
to 5:00 p.m., New York City time, on the expiration date, subject
to compliance with the procedures for withdrawal described in this
prospectus under the heading "The Exchange Offers?--?
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
Withdrawal of Tenders."
U.S. Federal Income Tax Considerations
For a discussion of the material U.S. federal income tax
consequences relating to the exchange of existing notes for the
5
TABLE OF CONTENTS
exchange notes as well as the ownership of the exchange notes, see
"Material U.S. Federal Income Tax Considerations."
Exchange Agent
Wilmington Trust, National Association is serving as the exchange
agent for the exchange offers (the "exchange agent") and also
serves as the trustee under the indentures that govern the exchange
notes (the "Indentures") and as the trustee under other indentures
governing other notes issued by us. We have entered, and from
time to time may continue to enter, into banking or other
relationships with Wilmington Trust, National Association. The
address, telephone number and facsimile number of the exchange
agent are set forth in this prospectus under the heading "The
Exchange Offers?--? Exchange Agent."
Consequences of Failure to Exchange the
Existing Notes
If you do not exchange existing notes for exchange notes, the
existing notes held by you will continue to be subject to the
restrictions on transfer provided in the existing notes and in the
indentures governing the existing notes. In general, the
unregistered existing notes may not be offered or sold, unless they
are registered under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the Securities
Act and applicable state securities laws.
In addition, after the consummation of the exchange offers, it is
anticipated that the outstanding principal amount of the existing
notes available for trading will be significantly reduced. The
reduced float will adversely affect the liquidity and market price of
the existing notes. A smaller outstanding principal amount at
maturity of existing notes available for trading may also tend to
make the price more volatile.
Use of Proceeds
We will not receive any proceeds from the issuance of the
exchange notes in exchange for the existing notes.
Fees and Expenses
We will pay all fees and expenses related to the exchange offers.
6
TABLE OF CONTENTS
The Exchange Notes
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
The summary below describes the principal terms of the exchange notes. Certain of the terms described below
are subject to important limitations and exceptions. For a more detailed description of the terms of the exchange
notes and the Indentures, see the sections of this prospectus entitled "Description of 2024 Notes" and "Description
of 2027 Notes." In this subsection, except as otherwise noted, "we," "us" and "our" refer only to Icahn
Enterprises and Icahn Enterprises Finance as co-issuers of the exchange notes, and not to any of our subsidiaries.
Issuers
Icahn Enterprises, a Delaware master limited partnership, and
Icahn Enterprises Finance, a Delaware corporation.
Notes Offered
·
$1,100 million in aggregate principal amount of 4.750%
senior notes due 2024.
?
·
$1,000 million in aggregate principal amount of 5.250%
senior notes due 2027.
?
The exchange notes will evidence the same debt as the
corresponding series of existing notes and will be issued under,
and will be entitled to the benefits of, the same Indenture as the
corresponding series of existing notes. The terms of the exchange
notes are the same as the terms of the corresponding series of
existing notes in all material respects, except that the exchange
notes:
·
have been registered under the Securities Act;
?
·
bear different CUSIP numbers from the existing notes;
?
·
will not provide for the payment of special interest under
circumstances related to the timing and completion of
the exchange offers;
?
·
do not include rights to registration under the Securities
Act; and
?
·
do not contain transfer restrictions applicable to the
existing notes.
?
Maturity Date
2024 exchange notes: September 15, 2024
2027 exchange notes: May 15, 2027
Interest Rate
We will pay interest on the 2024 exchange notes at an annual rate
of 4.750%. We will pay interest on the 2027 exchange notes at an
annual rate of 5.250%.
Interest Payment Dates
We will make interest payments on the 2024 exchange notes semi-
annually in arrears on March 15 and September 15 of each year,
beginning on March 15, 2020. We will make interest payments on
the 2027 exchange notes semi-annually in arrears on May 15 and
November 15 of each year, beginning on May 15, 2020. Interest on
the exchange notes will accrue from the last interest payment date
on which interest was paid on the existing notes surrendered in
exchange for exchange notes or, if no interest has been paid on the
existing notes, from September 6, 2019 with respect to the 2024
existing notes and December 12, 2019 with respect to the 2027
existing notes.
7
TABLE OF CONTENTS
Guarantee
The exchange notes and our obligations under the Indentures will
be fully and unconditionally guaranteed by Icahn Enterprises
Holdings. Other than Icahn Enterprises Holdings, none of our
subsidiaries will guarantee payments on the exchange notes.
Ranking
The exchange notes and the respective guarantees will rank
equally with all of our and the guarantor's existing and future
senior unsecured indebtedness, including the existing notes, and
will rank senior to all of our and the guarantor's existing and
future subordinated indebtedness. The exchange notes and the
respective guarantees will be effectively subordinated to all of our
and the guarantor's existing and future secured indebtedness to the
extent of the collateral securing such indebtedness. The exchange
notes and the respective guarantees also will be effectively
subordinated to all indebtedness and other liabilities, including
trade payables, of all our subsidiaries other than Icahn Enterprises
Holdings. As of September 30, 2019, our subsidiaries (not
including Icahn Enterprises Holdings) had approximately
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

tv537686-424b3 - none - 7.075467s
$1.9 billion of debt and approximately $895 million of accounts
payable to which the exchange notes and the existing notes would
have been structurally subordinated.
Optional Redemption
We may redeem some or all of the 2024 exchange notes at any
time prior to June 15, 2024 (three months prior to the maturity
date of the exchange notes) by paying a "make whole" premium as
set forth under "Description of 2024 Notes?--?Optional
Redemption." On or after June 15, 2024 (three months prior to the
maturity date of the exchange notes), we may redeem some or all
of the exchange notes at the redemption price set forth under
"Description of 2024 Notes?--?Optional Redemption," plus
accrued and unpaid interest, if any, to but excluding the date of
redemption.
We may redeem some or all of the 2027 exchange notes at any
time prior to November 15, 2026 (six months prior to the maturity
date of the exchange notes) by paying a "make whole" premium as
set forth under "Description of 2027 Notes?--?Optional
Redemption." On or after November 15, 2026 (six months prior to
the maturity date of the exchange notes), we may redeem some or
all of the exchange notes at the redemption price set forth under
"Description of 2027 Notes?--?Optional Redemption," plus
accrued and unpaid interest, if any, to but excluding the date of
redemption.
Mandatory Disposition Pursuant to
Gaming Laws
The exchange notes may be subject to mandatory disposition and
redemption requirements following certain determinations by
applicable gaming authorities. See "Description of 2024 Notes?--?
Mandatory Disposition Pursuant to Gaming Laws" and
"Description of 2027 Notes?--?Mandatory Disposition Pursuant
to Gaming Laws."
Change of Control Offer
Upon the occurrence of a change of control, the holders of the
exchange notes will have the right to require us to purchase their
exchange notes at a price in cash equal to 101%
8
TABLE OF CONTENTS
of the principal amount thereof, together with accrued and unpaid
interest, if any, to but excluding the date of purchase. See
"Description of 2024 Notes?--?Repurchase at the Option of
Holders?--?Change of Control" and "Description of 2027 Notes?
--?Repurchase at the Option of Holders?--?Change of Control."
Certain Covenants
We will issue the exchange notes under the Indentures. The
Indentures limit our ability to, among other things:
·
incur additional debt;
?
·
pay dividends and make distributions;
?
·
repurchase equity securities;
?
·
create liens;
?
·
enter into transactions with affiliates; and
?
·
merge or consolidate.
?
These covenants are subject to a number of important exceptions
and qualifications. See "Description of 2024 Notes?--?Certain
Covenants" and "Description of 2027 Notes?--?Certain
Covenants."
Our subsidiaries other than Icahn Enterprises Holdings are not
restricted by the Indentures in their ability to incur debt, create
liens or merge or consolidate.
Absence of Established Market for
Exchange Notes
The exchange notes will be new securities for which there is
currently no market. We cannot assure you that a liquid market for
the exchange notes will develop or be maintained.
Material U.S. Federal Income Tax
https://www.sec.gov/Archives/edgar/data/813762/000110465920012530/tv537686-424b3.htm[2/7/2020 4:30:11 PM]

Document Outline

#1">
- #1">