Bond Icahn Holdings 6.25% ( US451102BT32 ) in USD

Issuer Icahn Holdings
Market price refresh price now   99.7169 %  ▼ 
Country  United States
ISIN code  US451102BT32 ( in USD )
Interest rate 6.25% per year ( payment 2 times a year)
Maturity 14/05/2026



Prospectus brochure of the bond Icahn Enterprises US451102BT32 en USD 6.25%, maturity 14/05/2026


Minimal amount /
Total amount /
Cusip 451102BT3
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating Ba3 ( Non-investment grade speculative )
Next Coupon 15/11/2025 ( In 160 days )
Detailed description Icahn Enterprises L.P. is a publicly traded master limited partnership (MLP) that engages in a diverse range of investment activities, including owning and operating businesses across various sectors, such as energy, automotive, and food packaging, alongside significant holdings in publicly traded equities.

The Bond issued by Icahn Holdings ( United States ) , in USD, with the ISIN code US451102BT32, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/05/2026

The Bond issued by Icahn Holdings ( United States ) , in USD, with the ISIN code US451102BT32, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Icahn Holdings ( United States ) , in USD, with the ISIN code US451102BT32, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







tv528671-424b3 - none - 5.5075614s
424B3 1 tv528671-424b3.htm 424B3
TABLE OF CONTENTS
?Filed Pursuant to Rule 424(b)(3)
?Registration No. 333-233536?
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
ICAHN ENTERPRISES HOLDINGS L.P.
Offer to Exchange $1,250,000,000 of Our 6.250% Senior Notes Due 2026 Which Have Been
Registered Under the Securities Act of 1933, as Amended, for
Any and All of Our Outstanding 6.250% Senior Notes Due 2026
?
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the
accompanying letter of transmittal, $1,250,000,000 in aggregate principal amount of our 6.250% senior notes due 2026 (the
"exchange notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for
$1,250,000,000 in aggregate principal amount of our issued and outstanding, unregistered 6.250% senior notes due 2026 (the
"existing notes"). In this prospectus, we refer to this offer to exchange as the "exchange offer."
·
The terms of the exchange notes are substantially identical to the terms of the existing notes, 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 offer.
?
·
The exchange offer will expire at 5:00 p.m., New York City time, on October 21, 2019, 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 offer for an equal principal amount of exchange
notes that have been registered under the Securities Act.
?
·
The exchange offer is not subject to any condition other than that the exchange offer does 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 offer expires.
?
·
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 offer.
?
·
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 offer 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 offer.
Please refer to "Risk Factors" beginning on page 11 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 offer 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 September 20, 2019
TABLE OF CONTENTS?
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
ICAHN ENTERPRISES HOLDINGS L.P.
TABLE OF CONTENTS
?
? ?
Pages
?
About this Prospectus
? ii
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
? ?
?
??
Industry and Market Data
? ?
?? ii
??
Cautionary Note Regarding Forward-Looking Statements
? ?
?? iii
??
Summary
? ?
?? 1
??
Risk Factors
? ?
??11
??
Use of Proceeds
? ?
??17
??
Selected Consolidated Financial Data
? ?
??18
??
The Exchange Offer
? ?
??20
??
Description of Notes
? ?
??28
??
Material U.S. Federal Income Tax Consequences
? ?
??65
??
Plan of Distribution
? ?
??71
??
Legal Matters
? ?
??72
??
Experts
? ?
??72
??
Where You Can Find More Information
? ?
??72
??
Incorporation of Certain Documents by Reference
? ?
??72
??
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 offer. In any event, in order to obtain timely delivery,
you must request this information prior to October 11, 2019, which is five business days before the
expiration date of the exchange offer. 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
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
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 the exchange offer 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 offer states 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. 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 offer, 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, and in any subsequent periodic reports, 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
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
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.
iii
TABLE OF CONTENTS?
SUMMARY
This summary highlights certain information concerning our business and the exchange offer. This summary
may not contain all of the information that you should consider before making a decision on whether to participate
in the exchange offer 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, and in any
subsequent periodic reports, before making a decision on whether to participate in the exchange offer 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 June 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 June 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 June 30, 2019, the Investment Funds' cumulative return was approximately
117.1%, representing an annualized rate of return of approximately 5.4%.
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 June 30, 2019, we owned approximately
70.8% 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
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
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.
1
TABLE OF CONTENTS
Automotive. We conduct our Automotive segment through our wholly owned subsidiary, Icahn Automotive
Group LLC ("Icahn Automotive"). Our Automotive segment also includes our investment in 767 Auto Leasing
LLC ("767 Leasing"), 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 June 30, 2019, we owned approximately 78.6% 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.
Mining. We conduct our Mining segment through our majority owned subsidiary, Ferrous Resources Ltd.
("Ferrous Resources"). As of June 30, 2019, we owned approximately 77.2% of the total outstanding common
stock of Ferrous Resources. Ferrous Resources acquired certain rights to iron ore mineral resources in Brazil and
develops mining operations and related infrastructure to produce and sell iron ore products to the global steel
industry.
On December 5, 2018, we announced a definitive agreement to sell Ferrous Resources based on a total
valuation of? $550 million, including repaid indebtedness. The transaction closed on August 1, 2019. Our
proportionate share of the cash proceeds, net of adjustments, was $451 million.
Risk Factors
Investment in our exchange notes involves substantial risks. See "Risk Factors" starting on page 11, 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, 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.
2
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
TABLE OF CONTENTS
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.
3
TABLE OF CONTENTS
Summary of the Exchange Offer
The Offering of the Exchange Notes
On May 10, 2019, we issued $750 million in aggregate
principal amount of 6.250% senior notes due 2026 in an
offering not registered under the Securities Act.
At the time that the offering of the existing notes was
consummated, on May 10, 2019, we entered into a
registration rights agreement in which we agreed to offer to
exchange the existing notes for exchange notes that have
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
been registered under the Securities Act. This exchange
offer is intended to satisfy those obligations.
On June 27, 2019, we issued $500 million in aggregate
principal amount of additional 6.250% senior notes due 2026
in an offering not registered under the Securities Act.
At the time that the offering of the additional existing notes
was consummated, on June 27, 2019, we entered into a
registration rights agreement (together with the May 10,
2019 registration rights agreement, 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. This exchange offer is intended to
satisfy those obligations.
The Exchange Offer
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? $1,250 million of the existing notes
outstanding.
Required Representations
In order to participate in the exchange offer, 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
?
?
4
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 offer 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 offer 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 offer 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
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
Securities Act in connection with any resale of the exchange
notes issued in the exchange offer.
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 offer.
Expiration Date
The exchange offer will expire at 5:00 p.m., New York City
time, on October 21, 2019, unless extended, in which case
the term "expiration date" shall mean the latest date and time
to which we extend the exchange offer.
Conditions to the Exchange Offer
The exchange offer is subject to certain customary
conditions, which may be waived by us. The exchange offer
is 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 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
5
TABLE OF CONTENTS
Exchange Offer?--?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, 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 Offer?--?
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 Offer?--?
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 offer, 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 Offer?--?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
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
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 Offer?--? Guaranteed Delivery Procedures."
Acceptance of Existing Notes and Delivery of
Exchange Notes
Subject to the conditions described under "The Exchange
Offer?--?Conditions," we will accept for exchange any and
all existing notes that are validly tendered in the exchange
offer 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 offer.
6
TABLE OF CONTENTS
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 Offer?--?Withdrawal of Tenders."
U.S. Federal Income Tax Consequences
For a discussion of the material U.S. federal income tax
consequences relating to the exchange of existing notes for
the exchange notes as well as the ownership of the exchange
notes, see "Material U.S. Federal Income Tax
Consequences."
Exchange Agent
Wilmington Trust, National Association is serving as the
exchange agent for the exchange offer (the "exchange
agent") and also serves as the trustee under the indenture that
will govern the exchange notes (the "Indenture") 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 Offer?--?
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 indenture 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 offer, 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
offer.
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


tv528671-424b3 - none - 5.5075614s
7
TABLE OF CONTENTS
The Exchange Notes
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 Indenture, see the section of this prospectus entitled "Description of 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
·
$1,250 million in aggregate principal amount of
6.250% senior notes due 2026.
?
The exchange notes will evidence the same debt as the
existing notes and will be issued under, and will be entitled
to the benefits of, the same Indenture as the existing notes.
The terms of the exchange notes are the same as the terms of
the existing notes in all material respects, except that the
exchange notes:
·
have been registered under the Securities Act;
?
·
bear a different CUSIP number from the existing
notes;
?
·
will not provide for the payment of special interest
under circumstances related to the timing and
completion of the exchange offer;
?
·
do not include rights to registration under the
Securities Act; and
?
·
do not contain transfer restrictions applicable to
the existing notes.
?
Maturity
May 15, 2026
Interest Rate
We will pay interest on the exchange notes at an annual rate
of 6.250%.
Interest Payment Dates
We will make interest payments on the exchange notes
semi-annually in arrears on May 15 and November 15 of
each year, beginning on November 15, 2019.
Guarantee
The exchange notes and our obligations under the Indenture
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 guarantee will rank equally with
all of our and the guarantor's existing and future senior
unsecured indebtedness and will rank senior to all of our and
the guarantor's existing and future subordinated
indebtedness. The exchange notes and the guarantee 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 guarantee also
8
TABLE OF CONTENTS
https://www.sec.gov/Archives/edgar/data/813762/000114420419045461/tv528671-424b3.htm[9/20/2019 4:27:29 PM]


Document Outline