Attached files
| file | filename |
|---|---|
| EX-4.1 - ICAHN ENTERPRISES L.P. | v171487_ex4-1.htm |
| EX-10.3 - ICAHN ENTERPRISES L.P. | v171487_ex10-3.htm |
| EX-10.1 - ICAHN ENTERPRISES L.P. | v171487_ex10-1.htm |
| EX-10.2 - ICAHN ENTERPRISES L.P. | v171487_ex10-2.htm |
| EX-99.1 - ICAHN ENTERPRISES L.P. | v171487_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 12,
2010
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9516
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13-3398766
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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767
Fifth Avenue, Suite 4700, New York, NY
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10153
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (212) 702-4300
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Senior Notes
Offering
On
January 15, 2010, Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn
Enterprises Finance Corp. (“Icahn Enterprises Finance” and, together with Icahn
Enterprises, the “Issuers”), closed their previously announced sale of
$850,000,000 aggregate principal amount of 7¾% Senior Notes due 2016 (the “2016
Notes”) and $1,150,000,000 aggregate principal amount of 8% Senior Notes due
2018 (the “2018 Notes” and, together with the 2016 Notes, the “Notes”) pursuant
to the purchase agreement, dated January 12, 2010 (the “Purchase Agreement”), by
and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the
“Guarantor”), and Jefferies & Company, Inc., as initial purchaser (the
“Initial Purchaser”). The 2016 Notes were priced at 99.411% of their face value
and the 2018 Notes were priced at 99.275% of their face value. The
gross proceeds from the sale of the Notes were approximately $1,986,656,000, a
portion of which was used to purchase the approximately $1.28 billion in
aggregate principal amount (or approximately 97%) of the 7.125% Senior Notes due
2013 (the “2013 Notes”) and the 8.125% Senior Notes due 2012 (the “2012 Notes”
and, together with the 2013 Notes, the “Old Notes”) that were tendered pursuant
to the previously announced cash tender offers and consent solicitations and to
pay related fees and expenses. Interest on the Notes will be payable
on January 15 and July 15 of each year, commencing July 15, 2010. The Purchase
Agreement contains customary representations, warranties and covenants of the
parties and indemnification and contribution provisions whereby the Issuers and
the Guarantor, on the one hand, and the Initial Purchaser, on the other, have
agreed to indemnify each other against certain liabilities. The Old
Notes were satisfied and discharged on January 15, 2010.
The Notes
were issued under and are governed by an indenture, dated January 15, 2010 (the
“Indenture”), among the Issuers, the Guarantor and Wilmington Trust Company, as
trustee. The Indenture contains customary events of defaults and covenants
relating to, among other things, the incurrence of debt, affiliate transactions,
liens and restricted payments. On or after January 15, 2013, the
Issuers may redeem all of the 2016 Notes at a price equal to 103.875% of the
principal amount of the 2016 Notes, plus accrued and unpaid interest, with such
optional redemption prices decreasing to 101.938% on and after January 15, 2014
and 100% on and after January 15, 2015. On or after January 15, 2014,
the Issuers may redeem all of the 2018 Notes at a price equal to 104.000% of the
principal amount of the 2018 Notes, plus accrued and unpaid interest, with such
option redemption prices decreasing to 102.000% on and after January 15, 2015
and 100% on and after January 15, 2016. Before January 15, 2013, the
Issuers may redeem up to 35% of the aggregate principal amount of each of the
2016 Notes and 2018 Notes with the net proceeds of certain equity offerings at a
price equal to 107.750% and 108.000%, respectively, of the aggregate principal
amount thereof, plus accrued and unpaid interest to the date of redemption,
provided that at least 65% of the aggregate principal amount of the 2016 Notes
or 2018 Notes, as the case may be, originally issued remains outstanding
immediately after such redemption. If the Issuers experience a change of
control, the Issuers must offer to purchase for cash all or any part of each
holder’s Notes at a purchase price equal to 101% of the principal amount of the
Notes, plus accrued and unpaid interest.
The Notes
and the related guarantee are the senior unsecured obligations of the Issuers
and rank equally with all of the Issuers’ and the Guarantor’s existing and
future senior unsecured indebtedness and rank senior to all of the Issuers’ and
the Guarantor’s existing and future subordinated indebtedness. The
Notes and the related guarantee are effectively subordinated to the Issuers’ and
the Guarantor’s existing and future secured indebtedness to the extent of the
collateral securing such indebtedness. The Notes and the related
guarantee are also effectively subordinated to all indebtedness and other
liabilities of the Issuers’ subsidiaries other than the Guarantor.
In
connection with the sale of the Notes, the Issuers and the Guarantor entered
into a Registration Rights Agreement, dated January 15, 2010 (the “Registration
Rights Agreement”), with the Initial Purchaser. Pursuant to the
Registration Rights Agreement, the Issuers have agreed to file a registration
statement with the U.S. Securities and Exchange Commission, on or prior to 120
calendar days after the closing of the offering of the Notes, to register an
offer to exchange the Notes for registered notes guaranteed by the Guarantor
with substantially identical terms, and to use commercially reasonable efforts
to cause the registration statement to become effective by the 210th day after
the closing of the offering of the Notes. Additionally, the Issuers
and the Guarantor may be required to file a shelf registration statement to
cover resales of the Notes in certain circumstances. If the Issuers and the
Guarantor fail to satisfy these obligations, the Issuers may be required to pay
additional interest to holders of the Notes under certain
circumstances.
Acquisitions of Interests in
American Railcar Industries, Inc. and Viskase Companies,
Inc.
On
January 12, 2010, Icahn Enterprises entered into a Contribution and Exchange
Agreement (the “ARI Contribution and Exchange Agreement”) among Icahn
Enterprises, Beckton Corp., a Delaware corporation (“Beckton”), Barberry Corp.,
a Delaware corporation (“Barberry”), Modal LLC, a Delaware limited liability
company (“Modal”), and Caboose Holding LLC, a Delaware limited liability company
(“Caboose” and, together with Barberry and Modal, collectively, the “ARI
Contributing Parties”), pursuant to which, on January 15, 2010, at the closing
of the transactions contemplated by the ARI Contribution and Exchange Agreement,
the ARI Contributing Parties contributed to Icahn Enterprises 11,564,145 shares
of common stock of American Railcar Industries, Inc. collectively owned by the
ARI Contributing Parties for aggregate consideration consisting of 3,116,537
fully paid and non-assessable depositary units of Icahn Enterprises (“Depositary
Units”), subject to certain post-closing adjustments. The
transactions contemplated by the ARI Contribution and Exchange Agreement were
authorized by the Audit Committee of the Board of Directors of Icahn Enterprises
G.P., Inc., the general partner of Icahn Enterprises, on January 11,
2010. The Audit Committee was advised by independent counsel and
retained an independent financial advisor which rendered a fairness
opinion.
In
addition, on January 12, 2010, Icahn Enterprises entered into a Contribution and
Exchange Agreement (the “Viskase Contribution and Exchange Agreement”) among
Icahn Enterprises, Beckton, Barberry, Koala Holding Limited Partnership, a
Delaware limited partnership (“Koala”), High River Limited Partnership, a
Delaware limited partnership (“High River”), and Meadow Walk Limited
Partnership, a Delaware limited partnership (“Meadow Walk” and, together with
Beckton, Barberry, Koala and High River, collectively, the “Viskase Contributing
Parties”), pursuant to which, on January 15, 2010 at the closing of the
transactions contemplated by the Viskase Contribution and Exchange Agreement,
the Viskase Contributing Parties contributed to Icahn Enterprises 25,560,929
shares of common stock of Viskase Companies, Inc. collectively owned by the
Viskase Contributing Parties for aggregate consideration consisting of 2,915,695
fully paid and non-assessable Depositary Units. The transactions
contemplated by the Viskase Contribution and Exchange Agreement were authorized
by the Audit Committee of the Board of Directors of Icahn Enterprises G.P.,
Inc., the general partner of Icahn Enterprises, on January 11,
2010. The Audit Committee was advised by independent counsel and
retained an independent financial advisor which rendered a fairness
opinion.
ITEM
1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Termination of Indenture
Governing 8⅛% Senior Notes due 2012
Effective
as of January 15, 2010, the indenture governing the 2012 Notes, dated as of May
12, 2004 (the “2012 Notes Indenture”), among the Issuers, the Guarantor and
Wilmington Trust Company, as trustee, has been satisfied and discharged in
accordance with its terms by the Issuers. The Issuers deposited a
total of approximately $364 million with Wilmington Trust Company as trustee
under the 2012 Notes Indenture and depositary for the previously announced cash
tender offer to repay all amounts outstanding under the 2012 Notes and to
satisfy and discharge the 2012 Notes Indenture. Approximately $345
million was deposited with the depositary to purchase the 2012 Notes that
were tendered pursuant to the previously announced cash tender
offer. In connection with the purchase of the tendered 2012 Notes,
the Issuers paid total consideration of approximately $355 million, which
consisted of: (i) $345 million of base consideration for the aggregate principal
amount tendered; (ii) $3 million of accrued and unpaid interest on the tendered
2012 Notes; and (iii) $7 million of consent payments in connection with the
solicitation of consents from holders of 2012 Notes to eliminate the incurrence
of indebtedness and issuance of preferred stock covenant in the 2012 Notes
Indenture. The Issuers also deposited approximately $8 million with
the trustee in connection with the redemption of the remaining 2012
Notes.
Termination of Indenture
Governing 7⅛% Senior Notes due 2013
Effective
as of January 15, 2010, the indenture governing the 2013 Notes, dated as of
February 7, 2005 (the “2013 Notes Indenture”), among the Issuers, the Guarantor
and Wilmington Trust Company, as trustee, has been satisfied and discharged in
accordance with its terms by the Issuers. The Issuers deposited a total of
approximately $1,018 million with Wilmington Trust Company as trustee under the
2013 Notes Indenture and depositary for the previously announced cash tender
offer to repay all accounts outstanding under the 2013 Notes and to satisfy and
discharge the 2013 Notes Indenture. Approximately $939 million was
deposited with the depositary to purchase the 2013 Notes that were tendered
pursuant to the previously announced cash tender offer. In connection
with the purchase of the tendered 2013 Notes, the Issuers paid total
consideration of approximately $988 million, which consisted of: (i) $939
million of base consideration for the aggregate principal amount tendered; (ii)
$28 million of accrued and unpaid interest on the tendered 2013 Notes; and (iii)
$21 million of consent payments in connection with the solicitation of consents
from holders of 2013 Notes to eliminate the incurrence of indebtedness and
issuance of preferred stock covenant in the 2013 Notes Indenture. The
Issuers also deposited approximately $29 million with the trustee in connection
with the redemption of the remaining 2013 Notes.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Please
see the information set forth in Item 1.01 above, which is incorporated by
reference into this Item 2.03.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As
disclosed in Item 1.01, on January 15, 2010, Icahn Enterprises acquired (i)
25,560,929 shares of common stock of Viskase Companies, Inc. collectively owned
by the Viskase Contributing Parties for aggregate consideration consisting of
2,915,695 fully paid and non-assessable Depositary Units and (ii) 11,564,145
shares of common stock of American Railcar Industries, Inc. collectively owned
by the ARI Contributing Parties for aggregate consideration consisting of
3,116,537 fully paid and non-assessable Depositary Units.
The
issuance of Depositary Units was completed through a private placement to
accredited investors (as such term is defined in Rule 501 under Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities
Act”)), and is exempt from registration pursuant to Section 4(2) of the
Securities Act. Icahn Enterprises has not engaged in any general solicitation or
advertising with regard to this issuance and has not offered the Depositary
Units to the public in connection with this issuance.
ITEM
8.01 OTHER ITEMS
On
January 15, 2009, Icahn Enterprises issued a press release announcing the
closing of the offering of the Notes, the results to date of the previously
announced cash tender offers for any and all of the outstanding 2013 Notes and
2012 Notes, and the consummation of the transactions contemplated by the ARI
Contribution and Exchange Agreement and the Viskase Contribution and Exchange
Agreement. A copy of the press release is filed and attached hereto as Exhibit
99.1 and incorporated by reference herein.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
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Exhibit
No.
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Description
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4.1
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Indenture,
dated January 15, 2010, among Icahn Enterprises L.P., Icahn Enterprises
Finance Corp., Icahn Enterprises Holdings L.P. and Wilmington Trust
Company,as trustee.
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10.1
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Registration
Rights Agreement, dated January 15, 2010, among Icahn Enterprises L.P.,
Icahn Enterprises Finance Corp., Icahn Enterprises Holdings L.P. and
Jefferies & Company, Inc.
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|||
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10.2
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Contribution
and Exchange Agreement, dated January 12, 2010, among Icahn Enterprises
L.P., Beckton Corp., Barberry Corp., Modal LLC and Caboose Holding
LLC.
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10.3
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Contribution
and Exchange Agreement, dated January 12, 2010, among Icahn Enterprises,
Beckton Corp., Barberry Corp., Koala Holding Limited Partnership, High
River Limited Partnership and Meadow Walk Limited
Partnership.
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99.1
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Press
Release dated January 15,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ICAHN
ENTERPRISES L.P.
(Registrant)
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By:
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Icahn
Enterprises G.P. Inc.
its
general partner
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| By: | /s/ Dominick Ragone | ||
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Dominick
Ragone
Chief
Financial Officer
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Date: January
15, 2010