Bond Icahn Holdings LP 6.75% ( US451102BM88 ) in USD

Icahn Holdings LP

100 % ⇌

United States

US451102BM88 ( in USD )

6.75% per year ( payment 2 times a year)

31/01/2024 - Bond has expired

Prospectus brochure of the bond Icahn Enterprises L.P./Icahn Enterprises Finance Corp US451102BM88 in USD 6.75%, expired

2 000 USD

499 740 000 USD

451102BM8

BB ( Non-investment grade speculative )

Ba3 ( Non-investment grade speculative )

Icahn Enterprises L.P. is a diversified holding company with investments across various sectors, including energy, automotive, and food processing, managed by Carl Icahn.

The Bond issued by Icahn Holdings LP ( United States ) , in USD, with the ISIN code US451102BM88, pays a coupon of 6.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/01/2024

The Bond issued by Icahn Holdings LP ( United States ) , in USD, with the ISIN code US451102BM88, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Icahn Holdings LP ( United States ) , in USD, with the ISIN code US451102BM88, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B3 1 v465216_424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-216889
PROSPECTUS
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
Offer to Exchange $695,000,000 of Our 6.250% Senior Notes Due 2022 Which Have Been
Registered Under the Securities Act of 1933, as Amended, for
Any and All of Our Outstanding 6.250% Senior Notes Due 2022
Offer to Exchange $500,000,000 of Our 6.750% Senior Notes Due 2024 Which Have Been
Registered Under the Securities Act of 1933, as Amended, for Any
and All of Our Outstanding 6.750% Senior Notes Due 2024
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter
of transmittal, $695,000,000 in aggregate principal amount of our 6.250% senior notes due 2022 that have been registered under the
Securities Act of 1933 (the "2022 exchange notes") for $695,000,000 in aggregate principal amount of our issued and outstanding,
unregistered 6.250% senior notes due 2022 (the "2022 existing notes") and $500,000,000 in aggregate principal amount of our
6.750% senior notes due 2024 that have been registered under the Securities Act of 1933 (the "2024 exchange notes") for
$500,000,000 in aggregate principal amount of our issued and outstanding, unregistered 6.750% senior notes due 2024 (the "2024
existing notes"). In this prospectus, we refer to these offers to exchange collectively as the "exchange offers." We refer to the 2022
exchange notes and the 2024 exchange notes collectively as the "exchange notes" and we refer to the 2022 existing notes and the 2024
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 May 24, 2017, unless extended.
·
Subject to the satisfaction or waiver of specified conditions, we will exchange your validly tendered unregistered 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 of 1933, as amended, or the Securities Act.
·
The exchange offers are not subject to any condition other than that the exchange offers not violate applicable law or any
applicable interpretation of the staff of the Securities and Exchange Commission, or the SEC, and other customary conditions.
·
You may withdraw your tender of notes at any time before the exchange offers expire.
·
The exchange of 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 14 of this prospectus for certain important information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the 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.
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The date of this prospectus is April 27, 2017

TABLE OF CONTENTS
ICAHN ENTERPRISES L.P.

TABLE OF CONTENTS

Pages
About this Prospectus

ii
Industry and Market Data

ii
Cautionary Note Regarding Forward-Looking Statements

iii
Summary

1
Risk Factors

14
Use of Proceeds

21
Ratio of Earnings to Fixed Charges

21
Selected Consolidated Financial Data

22
The Exchange Offers

25
Description of Notes

33
Material U.S. Federal Income Tax Consequences

71
Plan of Distribution

77
Legal Matters

78
Experts

78
Where You Can Find More Information

78
Incorporation of Certain Documents by Reference

79
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement 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 May 17, 2017, 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 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
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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 any of the exchange offers must acknowledge
that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal relating to the
exchange offers state 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 of 1933, or 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 neither we nor the initial purchaser make any 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.
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CAUTIONARY NOTE REGARDING 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, 2016, as well as those risk factors included under "Risk Factors" in this prospectus.
Among these risks 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 we manage, losses in the Investment
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 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 gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy,
intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related
to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and
backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks
related to our mining operations, including the volatility of the global price of iron ore and global demand levels for iron ore; 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
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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; risks related to the sale of ARL (as defined herein); 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 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 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. 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. However, you should carefully review the risk factors set forth in other reports or documents we file
from time to time with the SEC.
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SUMMARY
This summary highlights certain information concerning our business and this offering. This summary may not contain all of the
information that you should consider before participating 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, 2016, which is incorporated by reference herein, before deciding to 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, with respect to acquired businesses, Mr. Icahn and his affiliates
prior to our acquisition, (ii) "Holding Company" refers to the unconsolidated results and financial position of Icahn Enterprises and
Icahn Enterprises Holdings and (iii) "fiscal year" refers to the twelve-month period ended December 31 of the applicable year.
Overview
We are a diversified holding company owning subsidiaries currently engaged in the following continuing operating businesses:
Investment, Automotive, Energy, Railcar, Gaming, Metals, Mining, Food Packaging, Real Estate and Home Fashion.
Icahn Enterprises is a master limited partnership formed in Delaware on February 17, 1987. Icahn Enterprises owns a 99% limited
partner interest in Icahn Enterprises Holdings. Icahn Enterprises Holdings and its subsidiaries own substantially all of our assets and
liabilities and conduct substantially all of our operations. Icahn Enterprises G.P. Inc., or Icahn Enterprises GP, our sole general
partner, owns a 1% general partner interest in both Icahn Enterprises Holdings and us, representing an aggregate 1.99% general
partner interest in Icahn Enterprises Holdings and us. Icahn Enterprises GP is owned and controlled by Mr. Carl C. Icahn. Mr. Icahn
and his affiliates owned approximately 90.1% of Icahn Enterprises' outstanding depositary units as of March 1, 2017.
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 executives and family members.
The following is a summary of our core holdings:
Investment. Our Investment segment is comprised of various private investment funds, including Icahn Partners L.P. ("Icahn
Partners") and Icahn Partners Master Fund LP (the "Master Fund", and together with Icahn Partners, the "Investment Funds"),
through which we invest our proprietary capital. We and certain of Mr. Icahn's affiliates are the sole investors in the Investment
Funds. Icahn Onshore LP and Icahn Offshore LP (together, the "General Partners") act as the general partner of Icahn Partners and the
Master Fund, respectively. The General Partners 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. Interests in the Investment Funds
are not offered to outside investors. From inception in November 2004 through December 31, 2016, the Investment Funds' return was
approximately 116.1%, representing an annualized rate of return of 6.5%.
Automotive. We conduct our Automotive segment through our 82.0% ownership, as of December 31, 2016, and 100%
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ownership, as of January 23, 2017, in Federal-Mogul Corporation ("Federal-Mogul") and through our wholly owned subsidiaries,
The Pep Boys -- Manny, Moe and Jack ("Pep Boys"), which was acquired through a tender offer during the first quarter of 2016, and
IEH Auto Parts Holding LLC ("IEH Auto"), which acquired certain automotive assets of Uni-Select, Inc. through an acquisition that
was consummated during the second quarter of 2015.
Prior to its conversion to a Delaware limited liability company on February 14, 2017, Federal-Mogul, previously known as
Federal-Mogul Holdings Corporation, was organized in Delaware as a corporation.
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Federal-Mogul became a wholly owned subsidiary of ours effective January 23, 2017, as discussed below. Prior to January 23, 2017,
Federal-Mogul was a majority owned subsidiary of ours with publicly traded common stock.
On September 6, 2016, we entered into an agreement and plan of merger with Federal-Mogul pursuant to which, and upon the
terms and subject to the conditions thereof, we commenced a cash tender offer (the "Federal-Mogul Tender Offer") to acquire all of
the issued and outstanding shares of Federal-Mogul's common stock not already owned by us for a purchase price of $9.25 per share,
net to the seller in cash, without interest, less any applicable tax withholding. The Federal-Mogul Tender Offer was subsequently
extended to January 18, 2017 and the purchase price per share was subsequently increased to $10.00 per share. On January 23, 2017,
we paid for the shares validly tendered in the Federal-Mogul Tender Offer and effected a short form merger as the second and final
step of the acquisition.
On February 3, 2016, pursuant to a tender offer, we acquired a majority of the outstanding shares of Pep Boys and on February 4,
2016, we acquired the remaining outstanding shares of Pep Boys. The primary reasons for the acquisition of Pep Boys were to add
new product lines to our Automotive segment, to provide operating synergies, to strengthen distribution channels and to enhance our
Automotive segment's ability to better service its customers. The total value for the acquisition of Pep Boys was approximately $1.2
billion, including the fair value of our equity interest in Pep Boys just prior to our acquisition of a controlling interest.
On June 1, 2015, our wholly owned subsidiary, IEH Auto, acquired substantially all of the auto parts assets in the United States of
Uni-Select, Inc., a leading automotive parts distributor for domestic and imported vehicles.
Federal-Mogul is a leading global supplier of a broad range of components, accessories, and systems to the automotive, small
engine, heavy-duty, marine, railroad, agricultural, off-road, aerospace and energy, industrial, and transport markets, including
customers in both the original equipment manufacturers ("OEM") and servicers ("OES") (collectively, "OE") market and the
replacement market ("aftermarket"). Federal-Mogul's customers include the world's largest automotive OEs and major distributors
and retailers in the global aftermarket, including Pep Boys and IEH Auto.
Federal-Mogul operates with two end-customer focused businesses. The Powertrain business focuses on OE products for
automotive, heavy duty, and industrial applications. The Motorparts business sells and distributes a broad portfolio of products in the
global aftermarket, while also serving OEMs with products including braking, wipers and a limited range of components.
As of December 31, 2016, Pep Boys had 804 locations in the automotive aftermarket industry located throughout the United
States and Puerto Rico. Pep Boys stores are organized into a hub and spoke network consisting of Supercenters and Service & Tire
Centers. Supercenters average approximately 20,000 square feet and combine a parts and accessories store with professional service
centers that perform a full range of automotive maintenance and repair services. Most of the Pep Boys Supercenters also have a
commercial sales program that provides prompt delivery of parts, tires and equipment to automotive repair shops and dealers. Service
& Tire Centers, which average approximately 6,000 square feet, provide automotive maintenance and repair services in neighborhood
locations that are conveniently located where our customers live or work.
As of December 31, 2016, IEH Auto had 21 distribution centers and 288 corporate-owned stores in the United States and
supported a network of more than 2,000 independent wholesalers. Through its banner and technical support programs as well as its
offering of premium auto parts, IEH Auto has built its reputation on being the partner of choice for independent entrepreneurs eager to
tap into the strength of large network.
Federal-Mogul is operated independently from IEH Auto and Pep Boys. Pep Boys and IEH Auto are being operated together under
their parent company and wholly owned subsidiary of ours, IEP Auto Holdings LLC.
Energy. We conduct our Energy segment through our 82.0% ownership, as of December 31, 2016, in CVR Energy Inc. ("CVR").
In addition, as of December 31, 2016, we directly owned approximately 3.9% of the total outstanding common units of CVR
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Refining, LP ("CVRR"). We acquired a controlling interest in CVR on May 4, 2012.
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CVR is a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries
through its holdings in CVRR and CVR Partners, LP ("CVRP"), respectively. CVRR is an independent petroleum refiner and
marketer of high value transportation fuels. CVRP produces and markets nitrogen fertilizers in the form of urea ammonium nitrate
("UAN") and ammonia.
CVRR's mid-continent location provides access to significant quantities of crude oil from the continental United States and
Western Canada. CVRR's strategic location of its refineries, combined with supporting logistics assets, provides significant flexibility
to use the most profitable mix of crude oil. CVRR's refinery assets include two of only seven refineries in the underserved Group 3 of
the PADD II region, a 115,000 barrels per calendar day ("bpcd") complex full coking medium-sour crude refinery in Coffeyville,
Kansas and a 70,000 bpcd complex crude oil refinery in Wynnewood, Oklahoma.
CVRP owns and operates two nitrogen fertilizer manufacturing facilities, located in Coffeyville, Kansas and East Dubuque,
Illinois. CVRP produces and distributes nitrogen fertilizer products, primarily UAN and ammonia, which are used by farmers to
improve the yield and quality of their crops.
On January 24, 2013, the board of directors of CVR adopted a quarterly cash dividend policy. CVR began paying regular
quarterly dividends in the second quarter of 2013. Dividends are subject to change at the discretion of CVR's board of directors and
may change from quarter to quarter. For the years ended December 31, 2016, we received an aggregate of $142 million in dividends
from CVR.
Metals. We conduct our Metals segment through our indirect wholly owned subsidiary, PSC Metals, Inc. ("PSC Metals"). PSC
Metals is one of the largest independent metal recycling companies in the United States and collects industrial and obsolete scrap
metal, processes it into reusable forms and supplies the recycled metals to its customers including electric-arc furnace mills,
integrated steel mills, foundries, secondary smelters, and metals brokers. PSC Metals has approximately 40 locations concentrated in
three main geographic regions -- the Upper Midwest, the St. Louis region and the South. PSC Metals has actively consolidated its
regions and is seeking to build a leading position in each market.
As recycled steel is more environmentally friendly and energy efficient (and therefore cheaper to produce) than virgin steel, we
believe that PSC Metals will benefit from secular growth trends in recycled metals. In addition, PSC Metals is well positioned to
benefit from an improving economy and higher industrial production and steel mill operating rates in North America.
PSC Metals also processes non-ferrous metals including aluminum, copper, brass, stainless steel and nickel-bearing metals. Non-
ferrous products are a significant raw material in the production of aluminum and copper alloys used in manufacturing. PSC Metals
also operates a secondary products business that includes the supply of secondary plate and structural grade pipe that is sold into niche
markets for counterweights, piling and foundations, construction materials and infrastructure end-markets.
Railcar. We conduct our Railcar segment primarily through our 62.2% ownership, as of December 31, 2016, in American
Railcar Industries Inc. ("ARI") and our wholly owned subsidiary, American Railcar Leasing, LLC ("ARL"). ARI is a prominent
North American manufacturer of hopper and tank railcars, two product groups that constitute over 66% of the approximately 1.6
million railcar North American fleet as of December 31, 2016, 73% of the industry railcar shipments for the year ended December 31,
2016 and 84% of the railcar industry manufacturing backlog as of December 31, 2016. These railcars are offered for sale or lease to
various types of companies including shippers, leasing companies, industrial companies, and Class I railroads. ARI also provides
railcar services consisting of railcar repair services, ranging from full to light repair, engineering and on-site repairs and maintenance
through its various repair facilities, including mini repair shops and mobile repair units. ARI also manufactures other industrial
products, primarily aluminum and special alloy steel castings.
ARL is engaged in the business of leasing railcars to customers with specific requirements whose products require specialized
railcars dedicated to transporting, storing, and preserving the integrity of their products. These products are primarily in the chemical,
mineral, petrochemical, food and agriculture, and energy industries. ARI's and ARL's railcar leasing business consists of railcars
manufactured primarily by ARI and leased to third parties under operating leases. ARI's leasing business was operated under lease
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management agreements with ARL through which ARL marketed ARI's railcars for sale or lease and acted as ARI's manager to lease
railcars on ARI's behalf for a fee.
The tank railcar market continues to soften at a faster pace than most other railcar markets as demand has shifted to more
specialized railcars for non-energy related service as a result of the oversaturation of that market in recent years. As the industry is
facing lower railcar loadings and increased rail speeds along with volatility in oil prices, more railcars are being placed into storage,
resulting in lower fleet utilization for much of the industry. As a result of these macro-economic factors, our railcar segment is also
seeing reduced inquiry activity for hopper railcars, indicating the softening of that market as well. The flexibility of our railcar
segment's workforce and the direction of its knowledgeable management team provide this segment with the ability to effectively
adjust production rates in an effort to align them with industry trends. Even at lower production levels, our railcar segment continues
to efficiently produce high quality hopper and tank railcars. We cannot assure you that hopper or tank railcar demand will maintain
its current pace, that demand for any railcar types or railcar services will improve, or that our railcar segment's backlog, orders or
shipments will track industry-wide trends.
As of December 31, 2016, our Railcar segment had an aggregate railcar lease fleet of 45,761.
On December 19, 2016, Icahn Enterprises entered into a definitive agreement to sell ARL to SMBC Rail Services LLC ("SMBC
Rail"), a wholly owned subsidiary of Sumitomo Mitsui Banking Corporation, for cash based on (i) a value approximately $2.8 billion
(subject to certain adjustments) and (ii) a fleet of approximately 29,000 railcars. The initial closing is expected to occur in the second
quarter of 2017. For a period of three years thereafter, upon satisfaction of certain conditions, the sellers will have an option to sell,
and SMBC Rail will have an option to buy, approximately 4,800 additional railcars. (These approximately 4,800 railcars will be
segregated and owned by a wholly owned subsidiary of ours.) If the conditions to the option are satisfied, the purchase price for the
approximately 4,800 additional railcars would be approximately $586 million at the time of the initial closing, which would bring the
total sale price to approximately $3.4 billion (subject to certain adjustments). The sale is subject to customary closing conditions.
Neither the sale nor the option are subject to any financing condition.
Gaming. We conduct our Gaming segment through our 72.5% ownership, as of December 31, 2016, in Tropicana Entertainment
Inc. ("Tropicana"), and effective February 26, 2016, our wholly owned subsidiary, Trump Entertainment Resorts Inc. ("TER"), which
owns the Trump Taj Mahal Casino Resort (the "Trump Taj Mahal"). The Trump Taj Mahal closed and ceased its casino and hotel
operations on October 10, 2016.
As of December 31, 2016, Tropicana owned and operated a diversified, multi-jurisdictional collection of casino gaming
properties. In 2014, Tropicana acquired an additional casino resort in Missouri, bringing its total number of casinos to eight. The
eight casino facilities feature approximately 392,000 square feet of gaming space with 7,900 slot machines, 300 table games and
5,500 hotel rooms with two casino facilities located in Nevada and one in each of Mississippi, Missouri, Indiana, Louisiana, New
Jersey and Aruba. In addition, Tropicana operates a 24-hour Internet gaming site that provides slot game options and classic casino
table games. All participants must be 21 or older and physically located in New Jersey to play. We acquired our ownership in
Tropicana through distressed debt and subsequent equity purchases. In 2010, Tropicana emerged from bankruptcy following which
we replaced management and improved performance. Through a highly analytical approach to operations, Tropicana management has
identified programs that are designed to enhance marketing, improve hotel utilization, optimize product mix and reduce expenses.
Tropicana has also reinvested in its properties by upgrading hotel rooms, refreshing casino floor products tailored for each regional
market and pursuing strong brands for restaurant and retail opportunities. Tropicana intends to pursue acquisition opportunities where
it can expand into attractive regional markets and leverage the Tropicana brand name and customer base.
On September 9, 2014, TER and its subsidiaries filed voluntary Chapter 11 petitions in the United States Bankruptcy Court for the
District of Delaware in Wilmington, Delaware. On February 26, 2016 (the "Effective Date"), TER emerged from bankruptcy. Icahn
Enterprises was the sole holder of TER's senior secured debt. On the Effective Date, among other things, the existing pre-petition
senior secured debt held by Icahn Enterprises was extinguished and converted into 100.0% of TER's New Common Stock (as defined
in the bankruptcy plan). As a result, we became the 100.0% owner of TER after reorganization and accordingly,
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obtained control and began consolidating the results of TER on February 26, 2016. As discussed above, TER owns and operates
Trump Taj Mahal, which is located in Atlantic City, New Jersey. Trump Taj Mahal closed and ceased its casino and hotel operations
on October 10, 2016. In addition, TER also owns an idled casino property in Atlantic City, New Jersey, Trump Plaza Hotel and
Casino, which ceased operations in September 2014.
On March 1, 2017, we entered into an agreement to sell the former Trump Taj Mahal Casino Resort in Atlantic City, New Jersey
for $50 million.
Mining. We conduct our Mining segment through our 77.2% ownership, as of December 31, 2016, in Ferrous Resources Limited
("Ferrous Resources"). We acquired a controlling interest in Ferrous Resources during the second quarter of 2015.
Ferrous Resources develops mining operations and related infrastructure to produce and sell iron ore products to the global steel
industry. Ferrous Resources acquired significant iron ore assets in the State of Minas Gerais, Brazil, known as Viga, Viga Norte,
Esperança, Serrinha and Santanense. In addition, Ferrous Resources acquired certain mineral rights near Jacuípe in the State of Bahia,
Brazil. Of the assets acquired, Viga, Esperança and Santanense are already extracting and producing iron ore, while the other assets
are at an early stage of exploration.
In response to the depressed iron ore price environment, Ferrous Resources decided to temporarily suspend Esperança's and
Santanense's operations in the first quarter of 2015 in order to study alternatives to further reduce cost of production and improve
product quality and therefore to improve profitability and margin per metric ton.
Food Packaging. We conduct our Food Packaging segment through our 74.6% ownership, as of December 31, 2016, in Viskase
Companies, Inc. ("Viskase"). Viskase is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the
processed meat and poultry industry. As of December 31, 2016, Viskase operated ten manufacturing facilities, six distribution centers
and three service centers throughout North America, Europe, South America and Asia and derives approximately 70% of its total net
sales from customers located outside the United States for the year ended December 31, 2016. Viskase believes it is one of the two
largest manufacturers of non-edible cellulosic casings for processed meats and one of the three largest manufacturers of non-edible
fibrous casings.
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. As per capita income increases in these emerging economies, we
expect protein consumption to increase. We believe that this will create significant demand for meat-related products, such as
sausages, hot dogs and luncheon meats, which are some of the most affordable sources of protein and represent the primary sources of
demand for Viskase casings. Viskase is aggressively pursuing this emerging market opportunity. Since 2007, sales to emerging
economies have grown on average 7.3% per year, and for the year ended December 31, 2016 accounted for over 50% of Viskase's
total sales. In 2012, Viskase completed a new finishing center in the Philippines and expanded its capacity in Brazil. Artificial casings
are technically difficult to make and the challenges of producing quality casings that meet stringent food related regulatory
requirements are significant. In addition, there are significant barriers to entry in building the manufacturing facilities and obtaining
the regulatory permits necessary to meaningfully participate in the industry.
Real Estate. Our Real Estate segment consists of rental real estate, property development and club operations. As of December
31, 2016, we owned 15 commercial rental real estate properties. Our property development operations are run primarily through
Bayswater Development LLC, 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 New Seabury development property in Cape Cod, Massachusetts and our Grand Harbor development
property in Vero Beach, Florida include land for future residential development of approximately 272 and 1,128 units of residential
housing, respectively. Both developments operate golf and club operations as well. During 2015, we sold the Oak Harbor
development and operations, which historically operated as part
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of Grand Harbor. In addition, our Real Estate segment owns an unfinished development property that is located on approximately 23
acres in Las Vegas, Nevada.
Home Fashion. We conduct our Home Fashion segment through our indirect wholly owned subsidiary, WestPoint Home LLC
("WPH"), a manufacturer and distributor of home fashion consumer products. WPH is engaged in the business of designing,
marketing, manufacturing, sourcing, distributing and selling home fashion consumer products. WPH markets a broad range of
manufactured and sourced bed and bath products, including sheets, pillowcases, bedspreads, quilts, comforters and duvet covers, bath
and beach towels, bath accessories, bed skirts, bed pillows, flocked blankets, woven blankets and throws, and mattress pads. WPH
recognizes revenue primarily through the sale of home fashion products to a variety of retail and institutional customers. In addition,
WPH receives a small portion of its revenues through the licensing of its trademarks.
Risk Factors
Investment in our exchange notes involves substantial risks. See "Risk Factors" starting on page 14, and the risk factors included
in our Annual Report on Form 10-K for the year ended December 31, 2016, which are incorporated into this prospectus, and in any
subsequent periodic reports, 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.
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Summary of the Exchange Offers
The

Offering of the Exchange Notes

On January 18, 2017, we issued $695 million in aggregate principal amount of
our 6.250% senior notes due 2022 and $500 million in aggregate principal
amount of our 6.750% senior notes due 2024 in an offering not registered under
the Securities Act.

At the time that the offerings were consummated, on January 18, 2017, we
entered into a registration rights agreement 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 $695 million of our 6.250% senior notes due 2022 and $500
million of our 6.750% senior notes due 2024, each issued on January 18, 2017,
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 have not engaged in and do not intend to engage in, and do not
have an arrangement or understanding with any person to participate
in, a distribution of the exchange notes; and

·
you are not an "affiliate" of our company or any of our subsidiaries, as
that term is defined in Rule 405 of the Securities Act.
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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

·
you are not an "affiliate" of our company or any of our subsidiaries, as
that term is defined in Rule 405 of the Securities Act.
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If our belief is inaccurate and you transfer any new 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 these 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
these 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 May 24,
2017, 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 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 DTC pursuant
to DTC's Automated Tender Offer Program, or ATOP system. The letter of
transmittal or a valid agent's message through ATOP must be received by the
Exchange Agent by 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 business,
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Document Outline

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