Item 1.01 Entry into a Material Definitive Agreement.
On
The Depositary Units are registered under the Securities Act, pursuant to the
Company's shelf registration statement on Form S-3 (File No. 333- 266174), which
was declared effective by the
The Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the Sales Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit.
The Agent has provided, and may in the future provide, various investment banking, commercial banking, financial advisory and other services to the Company and its affiliates for which services it has received and may in the future receive, customary fees. In the course of its business, the Agent may actively trade the Company's securities for its own account or for the accounts of customers, and, accordingly, the Agent may at any time hold long or short positions in such securities.
A copy of the opinion of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Open Market Sales Agreement, dated as ofNovember 21, 2022 , betweenIcahn Enterprises L.P. andJefferies LLC 5.1 Opinion ofProskauer Rose LLP 8.1 Opinion ofProskauer Rose LLP relating to tax matters 23.1 Consent ofProskauer Rose LLP (included in Exhibit 5.1 hereto) 23.2 Consent ofProskauer Rose LLP (included in Exhibit 8.1 hereto) 104 Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101)
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