Attached files
| file | filename |
|---|---|
| EX-2.1 - ICAHN ENTERPRISES L.P. | v205724_ex2-1.htm |
| EX-99.1 - ICAHN ENTERPRISES L.P. | v205724_ex99-1.htm |
| EX-10.1 - ICAHN ENTERPRISES L.P. | v205724_ex10-1.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): December 15,
2010
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-9516
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13-3398766
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
|
|
767
Fifth Avenue, Suite 4700, New York, New York
|
10153
|
|
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(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
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:
|
o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
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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x
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM 1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
Merger
Agreement
On
December 15, 2010, IEH Merger Sub LLC, a Delaware limited liability company
(“Parent”), and IEP Merger Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Dynegy, Inc., a Delaware corporation
(“Dynegy”). Parent and Merger Sub are indirect wholly owned subsidiaries of
Icahn Enterprises L.P. (“Icahn Enterprises”).
Pursuant
to the Merger Agreement, upon the terms and subject to the conditions thereof,
Parent shall commence a tender offer (the “Offer”) by 5:00 p.m. (New York City
time) on December 22, 2010 to purchase all of the issued and outstanding shares
of common stock of Dynegy (“Common Stock”) and associated rights (together with
the shares of Common Stock, the “Shares”) issued pursuant to the Stockholder
Protection Rights Agreement, dated as of November 22, 2010 (the “Rights
Agreement"), as amended, at a purchase price of $5.50 per Share, net to the
holder in cash but subject to any required withholding of taxes (the “Offer
Price”). After the consummation of the Offer and subject to the
satisfaction or waiver of certain conditions set forth in the Merger Agreement,
including the approval of stockholders of Dynegy (if required by law), Merger
Sub will merge with and into Dynegy (the “Merger”) and Dynegy will become a
wholly owned subsidiary of Parent.
The
Merger Agreement also provides that the Merger may be consummated regardless of
whether the Offer is completed, but if the Offer is not completed, the Merger
will only be consummated after the Merger Agreement is adopted by the holders of
a majority of the outstanding Shares entitled to vote on the Merger in
accordance with applicable law and following the satisfaction or waiver of
certain conditions set forth in the Merger Agreement.
At the
effective time of the Merger, each share of Common Stock issued and outstanding
immediately prior to the effective time (other than shares owned by
(i) Parent, Merger Sub or any other direct or indirect wholly owned
subsidiary of Parent, (ii) Dynegy or any direct or indirect wholly owned
subsidiary of Dynegy or (iii) Company stockholders who have perfected and
not withdrawn a demand for appraisal rights under Delaware law) will be
automatically cancelled and converted into the right to receive the Offer Price,
without interest.
Concurrently
with the execution of the Merger Agreement, Icahn Enterprises Holdings L.P.
entered into a guarantee in favor of Dynegy, dated as of December 15, 2010,
guaranteeing certain obligations of Parent and Merger Sub under the Merger
Agreement arising prior to or at the Closing.
The
obligation of Parent to purchase Shares tendered in the Offer is subject to the
satisfaction or waiver of a limited number of conditions set forth in the Merger
Agreement, including (i) the expiration or early termination of the waiting
period applicable to the consummation of the Merger under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (ii) the approval of the Federal
Energy Regulatory Commission under Section 203 of the Federal Power Act of 1935,
as amended, (iii) the approval of the Offer and Merger, or a determination that
no approval of the Offer and Merger is required, of the New York Public Service
Commission pursuant to the New York Public Service Law, as amended, ((i), (ii)
and (iii) collectively, the “Regulatory Condition”), (iv) that there shall have
been validly tendered and not properly withdrawn prior to the expiration date
for the Offer that number of Shares which, when added to any Shares already
owned by Parent, its subsidiaries and Support Parties (as defined below),
represents at least a majority of the outstanding Shares on a fully diluted
basis as of the expiration date of the Offer (assuming the issuance of all
Shares that may be issued upon the vesting of outstanding Company restricted
stock, plus Shares issuable upon the exercise of all outstanding Company stock
options, warrants and other rights to purchase Shares with an exercise price per
Share less than the Offer Price) (such condition, the “Minimum Condition”), (v)
that the Merger Agreement shall not have been terminated in accordance with its
terms and (vi) other customary closing conditions. Pursuant to the
Merger Agreement, Parent may not amend, modify or waive satisfaction of the
Minimum Condition or the Regulatory Condition without the prior consent of
Dynegy.
Regardless
of whether the Offer closes, the parties have agreed to consummate the Merger,
subject to the satisfaction of certain conditions, including the Regulatory
Condition and, if required by applicable law, approval of stockholders of
Dynegy. In the event that the Offer closes, at such time thereafter
that Parent, Merger Sub and its affiliates collectively own at least a majority
of the outstanding Shares, Parent may notify Dynegy that Parent, Merger Sub and
its affiliates elect to adopt the Merger Agreement by executing a written
consent to take action without a meeting of stockholders pursuant to Section 228
of the Delaware General Corporation Law. Alternatively, at any time
after February 8, 2011, if adoption of the Merger Agreement by the holders of
Shares is required under applicable law and Parent has not notified Dynegy of
its intent to take action by written consent, Dynegy shall have the right (and
Parent and Merger Sub shall have the right, subject to the satisfaction or
waiver of certain conditions) to request that Dynegy duly call and hold a
meeting of holders of Shares to consider and vote upon the adoption of the
Merger Agreement.
Dynegy
has also granted to Parent an irrevocable option (the “Top-Up”) to purchase from
Dynegy that number of Shares equal to the lowest number of Shares that, when
added to the number of Shares already owned by Parent at the time of exercise,
constitutes one Share more than the number of Shares necessary for Merger Sub to
be merged into Dynegy without a vote or consent of Dynegy stockholders in
accordance with Section 253 of the Delaware General Corporation Law (the “Top-Up
Threshold”). The Top-Up is only available if the number of shares
that would need to be issued to cause Parent to exceed such Top-Up Threshold are
authorized and unissued. The Top-Up is only exercisable within the ten
business days after the date on which Parent accepts for payment and pays for
Shares pursuant to the Offer, or such later date as any subsequent offering
period for the Offer may expire. If Parent and Merger Sub
acquire more than the number of Shares necessary for Merger Sub to be merged
into Dynegy without a vote or consent of Dynegy stockholders in accordance with
Section 253 of the Delaware General Corporation Law, including through exercise
of the Top-Up, Merger Sub will complete the Merger through the “short form”
procedures available under Delaware law.
During
the period beginning on December 15, 2010 and continuing until 11:59 p.m. on
January 24, 2011, Dynegy may initiate, solicit and encourage any alternative
acquisition proposals from third parties, provide non-public information and
participate in discussions and negotiate with third parties with respect to
alternative acquisition proposals. Starting at 12:00 a.m. on January 25, 2011,
Dynegy will become subject to customary “no-shop” restrictions on its ability to
solicit alternative acquisition proposals from third parties and to provide
information to and engage in discussions with third parties regarding
alternative acquisition proposals. However, beginning on January 25, 2011 and
continuing until the earlier of the time the Offer is consummated and the Merger
is adopted by Dynegy’s stockholders, the no-shop provision is subject to a
customary “fiduciary-out” provision that allows Dynegy under certain
circumstances to provide information to and participate in discussions with
third parties with respect to unsolicited alternative acquisition proposals that
the Board of Directors has determined in good faith (after consultation with its
financial advisor) are or could reasonably be expected to, if consummated,
result in a transaction more favorable to Dynegy’s stockholders from a financial
point of view than the proposed transaction contemplated by the Merger Agreement
(a “Superior Proposal”).
Dynegy
may terminate the Merger Agreement if Dynegy receives a takeover proposal that
the Board of Directors determines in good faith constitutes a Superior Proposal
and that failure to terminate could be inconsistent with its fiduciary
duties. In connection with such a termination, and in certain
other circumstances, Dynegy must pay Parent a $16.3 million fee, less any Parent
expense payments previously paid by Dynegy. In connection with a
termination of the Merger Agreement Dynegy may be obligated to reimburse Parent
expenses up to $5 million under certain circumstances. In the event
that Dynegy terminates the agreement to accept a Superior Proposal meeting
certain criteria, including that the consideration consists wholly of cash, that
the offeror seek to acquire all outstanding Shares, and that the offeror satisfy
certain financial tests (such a Superior Proposal, a “Subsequent Transaction”),
Parent would be obligated to terminate the Offer. Additionally, as
described below, under certain circumstances Parent and its affiliates may be
obligated to vote in favor of or tender into such Subsequent
Transaction. In the event that the Merger Agreement is terminated in
respect of a Superior Proposal that does not qualify as a Subsequent
Transaction, or in certain other circumstances, Parent is entitled to continue
the Offer until September 15, 2011, so long as the Offer continues to be
conditioned only upon satisfaction of the Regulatory Condition and the Minimum
Condition and the absence of any law prohibiting consummation of the Offer and
that Offer meets certain other requirements.
Parent
may terminate the Merger Agreement on or before January 17, 2011 if it presents
to Dynegy a written environmental report prepared by a reputable, nationally
recognized environmental consulting firm selected by Parent and reasonably
acceptable to Dynegy, on which Dynegy has had an opportunity to comment, that
concludes that, subject to the methodology and criteria detailed in the Merger
Agreement, there is an obligation for Dynegy to comply with environmental laws
as in effect and interpreted on December 15, 2010 that will result in Dynegy
incurring environmental capital expenditures between January 1, 2011 and
December 31, 2013 plus environmental liabilities as accrued on Dynegy’s
September 30, 2010 balance sheet (as defined and interpreted in accordance with
GAAP, subject to certain guidelines provided in the Merger Agreement), such that
individually or in the aggregate, such costs are more than $250 million in
excess of the $395 million currently projected by Dynegy for such required
expenditures and accruals in Dynegy’s additional definitive soliciting materials
filed on Schedule 14A with the SEC on November 18, 2010 and Dynegy’s September
30, 2010 balance sheet included in its Quarterly Report on September 3,
2010. Parent may also terminate the Merger Agreement on or before
January 17, 2011 if the aggregate Pension Benefit Guarantee Corporation
liability as of December 31, 2010 for Dynegy’s Title IV employee benefit plans
is more than $250 million greater than the aggregate fair market value of assets
in trust for Dynegy's Title IV employee benefit plans as of November 30,
2010.
Parent
has agreed that neither it nor its affiliates will sell or enter into voting
agreements with respect to (or in either case, take certain similar actions with
respect to Shares that they beneficially own) until the date on which the Merger
is consummated or the Merger Agreement is terminated, unless Dynegy terminates
the Merger Agreement to accept a Subsequent Transaction, in which case they will
not take such actions until the first to occur of the date that (1) the
Subsequent Transaction is consummated, (2) the Subsequent Transaction is
terminated, and (3) the Board withholds, withdraws, modifies or qualifies its
recommendation with respect to the transactions contemplated thereby (the
“Voting Termination Date”). From December 15, 2010 until the Voting
Termination Date, Parent shall, and shall cause its affiliates to, vote, tender
for purchase or deliver a consent with respect to any Shares beneficially owned
by them (i) in favor of adoption of the Merger Agreement, and (ii) in favor of
any transaction that forms the basis for the Subsequent Transaction
Termination. From December 15, 2010 until the earliest of (i) the
closing of the Offer, (ii) the effective time of the Merger and (iii) the
termination of the Merger Agreement, Parent shall, and shall cause its
affiliates to, vote, tender for purchase or deliver a consent with respect to
any Shares beneficially owned by them against any proposal made by any holder of
Shares (whether or not such proposal is included in the Dynegy’s proxy or
consent statement) to be considered and voted upon at any annual or special
meeting of the stockholders of Dynegy or any other action sought to be taken by
any holder of Shares by means of written consent in lieu of such a meeting, if
such vote is recommended by the Board of Directors of Dynegy.
The
representations, warranties and covenants of Icahn Enterprises, Parent, Merger
Sub and/or their affiliates contained in the Merger Agreement have been made
solely for the benefit of Dynegy. In addition, such representations, warranties
and covenants (a) have been made only for purposes of the Merger Agreement, (b)
have been qualified by confidential disclosures made to Dynegy in connection
with the Merger Agreement, (c) are subject to materiality qualifications
contained in the Merger Agreement which may differ from what may be viewed as
material by investors, (d) were made only as of the date of the Merger Agreement
or such other date as is specified in the Merger Agreement and (e) have been
included in the Merger Agreement for the purpose of allocating risk between the
contracting parties rather than establishing matters as facts. Accordingly, the
Merger Agreement is included with this filing only to provide investors with
information regarding the terms of the Merger Agreement, and not to provide
investors with any other factual information regarding Icahn Enterprises,
Parent, Merger Sub or any of their subsidiaries or affiliates or their business.
Investors should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state of facts or
condition of Icahn Enterprises, Parent, Merger Sub or any of their subsidiaries
or affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in
Icahn Enterprises’ public disclosures. The Merger Agreement should not be read
alone, but should instead be read in conjunction with the other information
regarding Icahn Enterprises that is or will be contained in, or incorporated by
reference into, the Forms 10-K, Forms 10-Q and other documents that Icahn
Enterprises files with the SEC.
Each of
the parties is entitled to an injunction, specific performance and other
equitable relief to prevent breaches of the Merger Agreement and to specifically
enforce its terms.
The
foregoing description of the Merger Agreement and the proposed transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, reference to the Merger Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
Support
Agreement
Concurrently
with the execution of the Merger Agreement each affiliate of Parent and Merger
Sub that holds Shares or derivative securities (the "Support Parties") entered
into a Support Agreement with Dynegy pursuant to which those Parent and Merger
Sub affiliates have agreed to comply with the voting and transfer obligations
described above.
The
foregoing description of the Support Agreement does not purport to be complete
and is qualified in its entirety by reference to the Support Agreement, which is
filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
ITEM
8.01 OTHER ITEMS
On
December 15, 2010, Icahn Enterprises and Dynegy issued a joint press release
relating to the Merger Agreement. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Cautionary Statement
Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements reflecting
assumptions, expectations, projections, intentions or beliefs about future
events that are intended as “forward looking statements.” Discussion of
risks and uncertainties that could cause actual results to differ materially
from current projections, forecasts, estimates and expectations of Dynegy is
contained in Dynegy’s filings with the Securities and Exchange Commission (the
“SEC”). Specifically, Dynegy makes reference to, and incorporates herein by
reference, the section entitled “Risk Factors” in its most recent Form 10-K and
subsequent reports on Form 10-Q, the section entitled “Cautionary Statement
Regarding Forward-Looking Statements” in its definitive proxy statement filed
with the SEC on October 4, 2010 and the section entitled “Forward-Looking
Statements” in its preliminary consent revocation statement filed with the SEC
on November 26, 2010. In addition to the risks and uncertainties set forth
in Dynegy’s SEC filings, the forward-looking statements described in this
Current Report could be affected by, among other things, (i) the timing and
anticipated benefits to be achieved through Dynegy’s 2010-2013 company-wide cost
savings program; (ii) beliefs and assumptions relating to liquidity, available
borrowing capacity and capital resources generally; (iii) expectations regarding
environmental matters, including costs of compliance, availability and adequacy
of emission credits, and the impact of ongoing proceedings and potential
regulations or changes to current regulations, including those relating to
climate change, air emissions, cooling water intake structures, coal combustion
byproducts, and other laws and regulations to which Dynegy is, or could become,
subject; (iv) beliefs about commodity pricing and generation volumes; (v)
anticipated liquidity in the regional power and fuel markets in which Dynegy
transacts, including the extent to which such liquidity could be affected by
poor economic and financial market conditions or new regulations and any
resulting impacts on financial institutions and other current and potential
counterparties; (vi) sufficiency of, access to and costs associated with coal,
fuel oil and natural gas inventories and transportation thereof; (vii) beliefs
and assumptions about market competition, generation capacity and regional
supply and demand characteristics of the wholesale power generation market,
including the potential for a market recovery over the longer term; (viii) the
effectiveness of Dynegy’s strategies to capture opportunities presented by
changes in commodity prices and to manage its exposure to energy price
volatility; (ix) beliefs and assumptions about weather and general economic
conditions; (x) beliefs regarding the U.S. economy, its trajectory and its
impacts, as well as Dynegy’s stock price; (xi) projected operating or financial
results, including anticipated cash flows from operations, revenues and
profitability; (xii) expectations regarding Dynegy’s revolver capacity, credit
facility compliance, collateral demands, capital expenditures, interest expense
and other payments; (xiii) Dynegy’s focus on safety and its ability to
efficiently operate its assets so as to maximize its revenue generating
opportunities and operating margins; (xiv) beliefs about the outcome of legal,
regulatory, administrative and legislative matters; (xv) expectations and
estimates regarding capital and maintenance expenditures, including the Midwest
Consent Decree and its associated costs; (xvi) uncertainties associated with the
consent solicitation (the “Seneca Capital Solicitation”) engaged in by Seneca
Capital International Master Fund, L.P., Seneca Capital, L.P., Seneca Capital
Investments, L.P., Seneca Capital Investments, LLC, Seneca Capital International
GP, LLC, Seneca Capital Advisors, LLC and Douglas A. Hirsch (“Seneca Capital”)
and (xvii) uncertainties associated with the proposed acquisition of Dynegy by
Icahn Enterprises (the "Transaction"), including uncertainties relating to the
anticipated timing of filings and approvals relating to the Transaction, the
outcome of legal proceedings that may be instituted against Dynegy and/or others
relating to the Transaction, the expected timing of completion of the
Transaction, the satisfaction of the conditions to the consummation of the
Transaction and the ability to complete the Transaction. Any or all of
Dynegy’s forward-looking statements may turn out to be wrong. They can be
affected by inaccurate assumptions or by known or unknown risks, uncertainties
and other factors, many of which are beyond Dynegy’s control.
This Current Report on Form 8-K contains certain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, many of which are beyond our ability to control
or predict. Forward-looking statements may be identified by words such as
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
“will” or words of similar meaning and include, but are not limited to,
statements about the expected future business and financial performance of Icahn
Enterprises and its subsidiaries. Among these risks and uncertainties are risks
related to economic downturns, substantial competition and rising operating
costs; risks related to our investment management activities, including the
nature of the investments made by the private funds we manage, losses in the
private 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 gaming
and associated hotel, restaurant and entertainment operations, including
the effects of regulation and substantial
competition; risks related
to our railcar operations, including the highly cyclical nature of the railcar
industry; risks related to our food packaging activities, including the cost of
raw materials and fluctuations in selling prices; risks related to our scrap
metals activities, including potential environmental exposure and volume
fluctuations; 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 Icahn Enterprises’ filings with the
Securities and Exchange Commission. Icahn Enterprises’ undertakes no obligation
to publicly update or review any forward-looking information, whether as a
result of new information, future developments or otherwise.
Notice to
Investors
The
tender offer for the outstanding shares of common stock of Dynegy Inc.
(“Dynegy”) referred to in this report has not yet commenced. The
solicitation and the offer to buy shares of Dynegy common stock will be made
pursuant to an offer to purchase and related materials that IEH Merger Sub LLC
(“Offeror”), an indirectly wholly owned subsidiary of Icahn
Enterprises, intends to file with the SEC. At the time the offer is commenced,
the Offeror will file a tender offer statement on Schedule TO with the SEC, and
thereafter Dynegy will file a solicitation/recommendation statement on Schedule
14D-9 with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT
SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER. These materials will be sent free of charge to all
stockholders of Dynegy when available. In addition, all of these materials (and
all other materials filed by Dynegy with the SEC) will be available at no charge
from the SEC through its website at www.sec.gov. Free copies of the offer to
purchase, the related letter of transmittal and certain other offering documents
will be made available by the Offeror. Investors and security holders may also
obtain free copies of the documents filed with the SEC by Dynegy by directing a
request by mail or telephone to Dynegy Inc., Attn: Corporate Secretary, 1000
Louisiana Street, Suite 5800, Houston, Texas 77002, telephone: (713) 507-6400,
or from Dynegy's website, http://www.dynegy.com.
Additional Information About
the Merger and Where to Find It
In
connection with the potential merger, Dynegy will prepare a proxy statement to
be filed with the SEC. When completed, a definitive proxy statement and a form
of proxy will be mailed to the stockholders of Dynegy. BEFORE MAKING ANY VOTING
DECISION, DYNEGY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING
THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Dynegy’s stockholders will be able to
obtain, without charge, a copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC’s website at
http://www.sec.gov. Dynegy’s stockholders will also be able to obtain, without
charge, a copy of the proxy statement and other relevant documents (when
available) by directing a request by mail or telephone to Dynegy Inc., Attn:
Corporate Secretary, 1000 Louisiana Street, Suite 5800, Houston, Texas 77002,
telephone: (713) 507-6400, or from the Company’s website,
http://www.dynegy.com.
Participants in the
Solicitation
Dynegy
and its directors and officers may be deemed to be participants in the
solicitation of proxies from Dynegy's stockholders with respect to the Merger.
Information about Dynegy's directors and executive officers and their ownership
of Dynegy's common stock is set forth in the proxy statement for Dynegy's 2010
Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2010.
Stockholders may obtain additional information regarding the interests of Dynegy
and its directors and executive officers in the Merger, which may be different
than those of Dynegy’s stockholders generally, by reading the proxy statement
and other relevant documents regarding the Merger, when filed with the
SEC.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
|
Exhibit
No
|
Description
|
|
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2.1
|
Agreement
and Plan of Merger, dated as of December 15, 2010, by and among Dynegy,
Inc., IEH Merger Sub LLC and IEP Merger Sub Inc.*
|
|
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10.1
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Support
Agreement, dated as of December 15, 2010, by and among Dynegy Inc., High
River Limited Partnership, Icahn Partners LP, Icahn Partners Master Fund
LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund
LP.
|
|
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99.1
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Joint
Press Release, dated December 15, 2010, issued by Icahn Enterprises L.P.
and Dynegy, Inc.
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_______________________
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*
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Excludes
schedules, exhibits and certain annexes, which the registrant agrees to
furnish supplementally to the Securities and Exchange Commission upon
request.
|
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.
|
ICAHN
ENTERPRISES L.P.
(Registrant)
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|||
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By:
|
Icahn Enterprises G.P.
Inc.
its
general partner
|
||
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By:
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/s/
Dominick Ragone
|
||
|
Dominick
Ragone
Chief
Financial Officer
|
|||
Date: December
17, 2010