ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT





Senior Notes Offering

On April 12, 2021, 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 $455,000,000 aggregate principal amount of additional 5.250% Senior Notes due 2027 (the "Notes") pursuant to the purchase agreement, dated April 8, 2021 (the "Purchase Agreement"), by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the "Guarantor"), and Jefferies LLC, as initial purchaser (the "Initial Purchaser"). The Notes were priced at 102.000% of their face amount, plus accrued interest from November 15, 2020. The net proceeds from the sale of the Notes were approximately $472 million after deducting the initial purchaser's discount and commission and estimated fees and expenses related to the offering, and will be used to redeem all of the Issuers' existing 6.250% Senior Notes due 2022 on or about the date hereof, pursuant to the Issuers' previously announced notice of conditional redemption.

Interest on the Notes will be payable on May 15 and November 15 of each year, commencing on May 15, 2021. 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 Issuers issued the Notes under the indenture dated as of December 12, 2019 (the "Indenture"), pursuant to which the Issuers previously issued an aggregate of $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2027 (the "Existing Notes"), among the Issuers, the Guarantor and Wilmington Trust, National Association, as trustee (the "Trustee"). The Notes have substantially identical terms as the Existing Notes, except that the Notes will have different CUSIP numbers from the Existing Notes and will be subject to transfer restrictions until the Issuers register the Notes and the contemplated exchange offer is completed. The Notes constitute the same series of securities as the Existing Notes for purposes of the Indenture, and will vote together on all matters with the Existing Notes.

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, including the Existing Notes, 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 April 12, 2021 (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, 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. 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.

A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement. The foregoing description of the Indenture is qualified in its entirety by reference to the Indenture filed by the Issuers on Form 8-K on December 12, 2019.

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 8.01 OTHER ITEMS

On April 12, 2021, Icahn Enterprises issued a press release announcing the closing of the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits.



Exhibit No.   Description

   10.1         Registration Rights Agreement, dated April 12, 2021, among Icahn
              Enterprises L.P., Icahn Enterprises Finance Corp., Icahn Enterprises
              Holdings L.P. and Jefferies LLC.

   99.1         Press Release dated April 12, 2021.

    104       Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit
              101).

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