Item 7.01. Regulation FD Disclosure

In connection with the offering described in Item 8.01 below, Icahn Enterprises L.P. ("Icahn Enterprises") is making investor presentations to certain existing and potential investors.

The investor presentation is attached hereto as Exhibit 99.1

The information in this Item 7.01, including the exhibits attached hereto, of this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.




 Item 8.01 Other Events

On April 8, 2021, Icahn Enterprises issued a press release announcing that it, together with Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the "Issuers"), intends to commence an offering of additional 5.250% Senior Notes due 2027 (the "Notes"), for issuance in a private placement (the "Notes Offering") not registered under the Securities Act. The Notes will be issued under the indenture dated December 12, 2019, by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor, and Wilmington Trust, National Association, as trustee. The net proceeds from the Notes Offering will be used to redeem 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 99.2.

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 - Investor Presentation.

  99.2 - Press Release dated April 8, 2021 announcing the Notes Offering.

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

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