Item 8.01 Other Events.

On April 8, 2021, Icahn Enterprises L.P. ("Icahn Enterprises") issued a press release announcing that it, together with Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the "Issuers"), priced their offering of $455,000,000 aggregate principal amount of additional 5.250% Senior Notes due 2027 (the "Notes") at an offering price of 102.000%, plus accrued interest from November 15, 2020, in a private placement not registered under the Securities Act of 1933, as amended (such offering, the "Notes Offering"). The Notes Offering is expected to close on April 12, 2021, subject to customary closing conditions. The Notes will be guaranteed by Icahn Enterprises Holdings L.P. The net proceeds from the Notes Offering will be used to redeem all of the Issuers' existing 6.250% Senior Notes due 2022 pursuant to the Issuers' previously announced notice of conditional redemption. There can be no assurance that the issuance and sale of any debt securities of the Issuers will be consummated, that the conditions precedent to the redemption will be satisfied, or that the redemption will occur.

A copy of the press release is attached hereto as Exhibit 99.1.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of Icahn Enterprises.

Item 9.01.      Financial Statements and Exhibits



(d) Exhibits

99.1 - Press Release dated April 8, 2021.

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

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