Obbligazione Icahn Holdings 6% ( US451102AX52 ) in USD

Emittente Icahn Holdings
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US451102AX52 ( in USD )
Tasso d'interesse 6% per anno ( pagato 2 volte l'anno)
Scadenza 01/08/2020 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Icahn Enterprises US451102AX52 in USD 6%, scaduta


Importo minimo 2 000 USD
Importo totale 1 697 870 000 USD
Cusip 451102AX5
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Icahn Enterprises LP č una societā di investimenti diversificata che opera attraverso una serie di settori, tra cui l'automotive, l'energia, i materiali di consumo e la gestione di partecipazioni azionarie.

The Obbligazione issued by Icahn Holdings ( United States ) , in USD, with the ISIN code US451102AX52, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/08/2020







http://www.sec.gov/Archives/edgar/data/813762/000114420413067576/...
424B3 1 v363109_424b3.htm FORM 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-191386
PROSPECTUS
Offer to Exchange Our 6% Senior Notes due 2020, Which Have Been
Registered Under the Securities Act of 1933, as Amended, for Any
and All of Our Outstanding 6% Senior Notes due 2020
MATERIAL TERMS OF THE EXCHANGE OFFER
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter
of transmittal, $500,000,000 in aggregate principal amount of our 6% senior exchange notes due 2020 for $500,000,000 in aggregate
principal amount of our issued and outstanding 6% Senior Notes due 2020. In this prospectus, the term "exchange notes" refers to our
6% senior exchange notes due 2020 and the term "existing notes" refers to our existing issued and outstanding 6% Senior Notes due
2020 (CUSIP Nos. 451102 AV9, U44927 AG3 and 451102 AW7) that were issued on August 1, 2013.
·
The terms of the exchange notes are substantially identical to 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 expires at 5:00 p.m., New York City time, on January 15, 2014, 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 offer 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 offer is not subject to any condition other than that the exchange offer 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 offer expires.
·
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 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 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 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 December 17, 2013
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TABLE OF CONTENTS
ICAHN ENTERPRISES L.P.
TABLE OF CONTENTS

Pages
About this Prospectus

ii
Notice to New Hampshire Residents

iii
Industry and Market Data

iii
Cautionary Note Regarding Forward-Looking Statements

iii
Summary

1
Risk Factors

14
Use of Proceeds

23
Ratio of Earnings to Fixed Charges

24
Selected Consolidated Financial Data

25
The Exchange Offer

30
Description of Notes

38
Material U.S. Federal Income Tax Consequences

76
Plan of Distribution

81
Legal Matters

81
Experts

81
Where You Can Find More Information

82
Incorporation of Certain Documents by Reference

83
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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 offer. In any event, in order to obtain timely delivery,
you must request this information prior to January 8, 2014, 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 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 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 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 outstanding notes where such outstanding 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."
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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.
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, 2012 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013
and June 30, 2013, 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 Funds (defined below) we manage, losses in the 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
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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 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 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 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, the risk factors set forth in our Annual
Report on Form 10-K for the year ended December 31, 2012 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2013 and June 30, 2013, each of which is incorporated by reference herein, respectively, 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 engaged in the following operating businesses: Investment,
Automotive, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.
Icahn Enterprises is a master limited partnership formed in Delaware on February 17, 1987. We own a 99% limited partner
interest in Icahn Enterprises Holdings. Substantially all of our assets and liabilities are owned through Icahn Enterprises Holdings
and substantially all of our operations are conducted through Icahn Enterprises Holdings and its subsidiaries. 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. As of June 30, 2013, affiliates of Mr. Icahn owned 99,213,824 of our depositary units that
represented approximately 89.3% of our outstanding depositary units.
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 LP, Icahn Partners
Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP (the "Funds"), through which we invest our
proprietary capital. We and certain of Mr. Icahn's wholly owned affiliates are the sole investors in the Funds. Prior to March 31,
2011, interests in the Funds were offered to certain sophisticated and qualified investors on the basis of exemptions from the
registration requirements of the federal securities laws and were not publicly available. The Funds returned all fee-paying capital to
third-party investors during fiscal year 2011. This segment derives revenues from gains and losses from our investments in the Funds.
Automotive. We conduct our Automotive segment through our 80.7% ownership, as of July 11, 2013, in Federal-Mogul
Corporation ("Federal-Mogul"), a leading global supplier to the automotive, aerospace, energy, heavy duty truck, industrial, marine,
power generation and railway industries. In 2012, Federal-Mogul reorganized its businesses around its Powertrain and Vehicle
Components Solutions businesses to take advantage of unique growth opportunities and customer requirements in each sector
(primarily aftermarket). Federal-Mogul's high precision products are designed and engineered to help its customers satisfy and
exceed environmental and safety standards without sacrificing performance. Federal-Mogul's Powertrain business has leading market
share positions in pistons, piston rings, valve seats, value guides, bearings, ignition, sealing and systems protection components. It
focuses on high-technology, high-precision products that improve fuel economy, reduce emissions and enhance durability. Demand for
smaller, high-performance engines has increased dramatically over the past few years as developed economies implement higher fuel
economy and
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emission standards and automotive demand increases due to substantial growth in the size of the emerging markets middle class.
While global light vehicle production is expected to increase at a 6% compound annual growth rate, or CAGR, through 2018,
cylinder count per engine is expected to continue to decrease, as engine manufacturers implement new technologies to obtain more
power from smaller highly-loaded engines. These compact, more powerful engines require more advanced components to handle
higher thermal and mechanical stresses, which increases overall content per vehicle. Approximately 30% of Powertrain revenue in
fiscal year 2012 was derived from commercial vehicle and other non light vehicle customers. Each of these industrial markets is
highly specialized and requires significant research, development and engineering to create products capable of performing in the
harshest environments. These end markets are also subject to tightening environmental regulation that introduces increased complexity
and performance requirements but creates opportunity for growth.
Federal-Mogul's Vehicle Components Solutions business is a global leader in aftermarket components such as engine, sealing,
chassis, wiper and ignition components, and is a leading premium brake pad and component manufacturer in North America and
Europe. Federal-Mogul has some of the most widely recognized aftermarket brands, including Fel-Pro, Moog, Ferodo, ThermoQuiet,
Wagner, ANCO and Champion. Aftermarket demand is a function of the size of the global car parc, which is estimated to grow at a
4% CAGR, through 2020 on the strength of emerging market vehicle sales. A further driver is the age of the car parc, which has been
steadily increasing in all markets. We believe Federal-Mogul has an excellent opportunity to leverage its brands and products
throughout the emerging markets, as well as to participate in consolidation opportunities in North America and Europe. In addition,
the North American automotive aftermarket distribution system is highly profitable, yet inefficient due to multi-tier channels and
inventory management complexity. As a large manufacturer with a broad product portfolio, Federal-Mogul has an opportunity to
streamline its own distribution and expand into new distribution channels, such as the Internet, to capture more of the value chain.
Energy. We conduct our Energy segment through our 82.0% ownership in CVR, as of June 30, 2013, in which we acquired a
controlling interest on May 4, 2012. CVR is a holding company that owns majority interests in two separate operating subsidiaries,
CVR Refining, LP ("CVRR") and CVR Partners, LP ("CVRP"). CVRR is an independent petroleum refiner and marketer of
high-value transportation fuels in the mid-continent of the United States. CVRP is a leading nitrogen fertilizer producer in the heart of
the Corn Belt.
CVRR's mid-continent location provides access to significant quantities of crude oil from the continental United States and
Western Canada. We believe expected crude oil production growth in North America, coupled with declining North Sea volumes,
transportation bottlenecks and other geopolitical considerations will likely support favorable crack spreads for mid-continent
refineries for the foreseeable future. CVRR's refinery assets include two of only seven refineries in the underserved PADD II Group
3 region, a 115,000 barrels per day ("bpd") complex full coking medium-sour crude refinery in Coffeyville, Kansas and a 70,000 bpd
medium complexity refinery in Wynnewood, Oklahoma capable of processing 20,000 bpd of light sour crude. CVRR also controls
and operates supporting logistics assets including approximately 350 miles of owned pipelines, over 125 owned crude transports, a
network of strategically located crude oil gathering tank farms providing roughly 50,000 bpd to the refineries and over 6.0 million
barrels of owned or leased crude oil storage capacity. In addition, CVRR has 35,000 bpd of contracted capacity on the Keystone and
Spearhead pipelines to supply its refineries with Canadian and Bakken crudes.
CVRP produces and distributes nitrogen fertilizer products, such as ammonia and urea ammonium nitrate ("UAN"), used by
farmers to improve the yield and quality of their crops. Located in the heart of the Corn Belt with direct access to its primary input,
pet coke, from the adjacent Coffeyville refinery, CVRP is close to customers and enjoys a meaningful freight advantage compared to
many of its competitors and imports. CVRP's utilization of pet coke instead of natural gas provides CVRP with a relatively fixed cost
structure and makes it less sensitive to swings in energy prices. Fertilizer consumption continues to grow annually as global
population growth, changing food consumption patterns in emerging markets and decreasing per capita farmland drive world grain
demand higher and necessitate more efficient land use. The United States currently accounts for 25% of world coarse grain
production, and as the third largest consumer of nitrogen fertilizer,
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imports approximately 43% of its requirements. As a result of these trends and the recent completion of its UAN expansion project,
we believe CVRP is well positioned to continue to benefit from the secular growth in the fertilizer market.
On January 24, 2013, the board of directors of CVR adopted a quarterly cash dividend policy of $0.75 per share, or $3.00 per
share on an annualized basis. CVR paid its first regular quarterly dividend in the second quarter of 2013. In addition, CVR paid a
$5.50 per share special dividend on February 19, 2013 and a $6.50 per share special dividend on June 10, 2013.
Gaming. We conduct our Gaming segment through our 67.9% ownership, as of June 30, 2013, in Tropicana Entertainment Inc.
("Tropicana"). Tropicana currently owns and operates a diversified, multi jurisdictional collection of casino gaming properties. The
eight casino facilities it operates feature approximately 370,000 square feet of gaming space with 7,000 slot machines, 210 table
games and 6,000 hotel rooms with three casino facilities located in Nevada and one in each of Mississippi, Indiana, Louisiana, New
Jersey and Aruba. 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. In addition, we are monitoring the prospects of Internet gaming and intend
to pursue the opportunity if and when it is legalized.
Railcar. We conduct our Railcar segment primarily through our 55.6% ownership, as of June 30, 2013, in American Railcar
Industries Inc. ("ARI") and our wholly owned subsidiary, AEP Leasing LLC ("AEP Leasing"), and effective October 2, 2013, the
ARL Joint Venture (see Recent Developments). ARI is a leading North American manufacturer of hopper and tank railcars, two
product groups that constitute over 50% of the approximately 1.5 million railcar North American fleet, 74% of second quarter 2013
railcar deliveries and 92% of the railcar industry manufacturing backlog as of June 30, 2013. These railcars are offered for sale or
lease to leasing companies, industrial companies, shippers and railroads. ARI currently benefits from the rapidly increasing energy
production in North America. Increased crude oil production from North American shale regions and Canada have resulted in
significant demand for tank railcars as the existing pipeline capacity is not able to satisfy the transportation demands for crude oil.
ARI's backlog for tank railcars extends into 2014 and industry new tank railcar order backlogs extend into 2016. ARI has a railcar
fleet for lease of approximately 3,500 railcars as of June 30, 2013, and we also operate a separate lease fleet through AEP Leasing,
with a railcar fleet for lease of approximately 1,140 railcars as of June 30, 2013. In addition, as further discussed in recent
developments, effective October 2, 2013, the ARL Joint Venture will have a railcar fleet for lease of approximately 27,330 railcars.
ARI also provides services for railcar fleets including critical railcar repair, maintenance, engineering and fleet management
services. ARI also manufactures other industrial products, primarily aluminum and special alloy steel castings.
ARI's fleet management services include maintenance, engineering and field services for railcars owned by certain customers.
Such services include maintenance planning, project management, tracking and tracing, regulatory compliance, mileage audit, rolling
stock taxes and online service access.
Food Packaging. We conduct our Food Packaging segment through our 70.8% ownership, as of June 30, 2013, 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. Viskase currently operates eight manufacturing facilities and ten distribution centers
throughout North America, Europe, South America and Asia and derives approximately 71% of its total net sales from customers
located outside the United States. 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.
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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 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 13% per year, and in 2012 accounted for almost 50% of total company sales compared to 36% in 2007. 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. Viskase had invested approximately $120 million of capital from 2009 through 2012 to
meet the increasing emerging market demand. A significant portion of that investment was made in 2011 and 2012 and therefore the
financial returns on investment will not be evident until 2013.
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 nearly 50 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 the improving economy and higher industrial production and steel mill operating rates in North America. In our Upper
Midwest market, steel mills will have invested an estimated $1.9 billion between 2011 and 2014 to meet growing steel demand
driven primarily by automotive and increased oil and gas drilling industries. We believe these investments will increase the regional
demand for ferrous scrap. Finally, as the United States is the leading exporter of scrap metal in the world, the U.S. scrap industry is
expected to benefit from growing global steel demand.
PSC Metals also processes non-ferrous metals including aluminum, aluminum ingots, 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.
Real Estate. Our Real Estate segment consists of rental real estate, property development and resort activities. As of June 30,
2013, we owned 29 rental commercial 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 and Oak
Harbor development property in Vero Beach, Florida include land for future residential development of approximately 295 and 870
units of residential housing, respectively. Both developments operate golf and resort operations as well. In addition, our Real Estate
segment owns an unfinished property development 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 manufacturing,
sourcing, designing, marketing, distributing and selling home fashion consumer products. WPH markets a broad range of manufactured
and sourced bed, bath and basic bedding products, including sheets, pillowcases, bedspreads, quilts, comforters and duvet covers,
feather beds,
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