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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 5, 2018

 

Commission
File Number		  

Exact Name of Registrant as Specified in its Charter,

Address of Principal Executive Offices and Telephone Number

  

State of

Incorporation

   I.R.S. Employer
Identification No.
             
1-9516  

Icahn Enterprises L.P.

767 Fifth Avenue, Suite 4700

New York, New York 10153

(212) 702-4300

   Delaware   13-3398766
             
333-118021-01  

ICAHN ENTERPRISES HOLDINGS L.P.

767 Fifth Avenue, Suite 4700

New York, New York 10153

(212) 702-4300

   Delaware   13-3398767

 

 

(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:

 

  ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On December 5, 2018, Icahn Enterprises L.P. issued the press release attached hereto as Exhibit 99.1 announcing the completion of the sale of American Railcar Industries, Inc.

 

On December 5, 2018, Icahn Enterprises L.P. issued the press release attached hereto as Exhibit 99.2 announcing the sale of Ferrous Resources Limited, Inc.

 

The information contained in this Item 7.01, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. In addition, the information contained in this Item 7.01, including the exhibits attached hereto, shall not be incorporated by reference into any of Icahn Enterprises L.P.’s or Icahn Enterprises Holdings L.P.’s filings with the Securities and Exchange Commission or any other document except as shall be expressly set forth by specific reference in such filing or document.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

   Description
99.1   Press Release, dated December 5, 2018.
99.2   Press Release, dated December 5, 2018.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ICAHN ENTERPRISES L.P.

(Registrant)

       
  By:

Icahn Enterprises G.P. Inc.

its general partner

       
Date: December 6, 2018   By: /s/ Peter Reck  
      Peter Reck
      Chief Accounting Officer
       
       
 

ICAHN ENTERPRISES HOLDINGS L.P.

(Registrant)

       
  By: 

Icahn Enterprises G.P. Inc.

its general partner

       
Date: December 6, 2018   By: /s/ Peter Reck  

 

 

    

Peter Reck

Chief Accounting Officer

 

 

 

Exhibit 99.1

 

Icahn Enterprises L.P. Completes Sale of

American Railcar Industries Inc.

 

NEW YORK, NEW YORK, December 5, 2018 -- Icahn Enterprises L.P. (NASDAQ: IEP) today announced that it completed the sale of American Railcar Industries Inc. (Nasdaq: ARII) at a value of approximately $1.75 billion, or $70 per share.

 

Carl C. Icahn, Chairman of Icahn Enterprises, stated: “We are very pleased to close this transaction. Icahn Enterprises first acquired an interest in American Railcar Industries in 2010. Since that time, Icahn Enterprises has deployed our modus operandi, by which we seek to nurture, guide and improve the condition and operations of the companies we control and influence. Our ARI investment is an excellent example the effectiveness of our investment philosophy. In fact, IEP’s investment in ARI generated a total return of 423%, or a profit of approximately $757.2 million. This is a great result for IEP unitholders, as well as all ARI shareholders.”

 

About Icahn Enterprises L.P.

 

Icahn Enterprises, a master limited partnership, is a diversified holding company engaged in nine primary business segments: Investment, Automotive, Energy, Mining, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.

 

Caution Concerning Forward-Looking Statements

 

This release 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 L.P. and its subsidiaries. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors, including risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the private funds in which we invest, losses in the private funds and loss of key employees; risks related to our ability to continue to conduct our activities in a manner so as to not be deemed an investment company under the Investment Company Act of 1940, as amended; 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 energy business, including the volatility and availability of crude oil, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our mining operations, including the volatility of the global price of iron ore and global demand levels for iron ore; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; 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 our filings with the Securities and Exchange Commission. Past performance in our Investment segment is not indicative of future performance. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

 

Contact:
Investor Contact:

SungHwan Cho

Chief Financial Officer

(212) 702-4300 

 

 

 

 

Exhibit 99.2

 

Icahn Enterprises L.P. Announces Definitive Agreement to
Sell Ferrous Resources Limited, At Enterprise Value of Approximately $550 Million

 

NEW YORK, NEW YORK, December 5, 2018  -- Icahn Enterprises L.P.(NASDAQ: IEP) ("Icahn Enterprises") announced that on December 4, 2018, its majority-owned subsidiary, of which we own 77%, Ferrous Resources Limited, Inc. (“Ferrous”), entered into a definitive agreement to merge with a wholly-owned subsidiary of Vale S.A., for total consideration of approximately $550 million (including indebtedness that will be repaid at closing).

 

Icahn Enterprises first acquired an interest in Ferrous in 2012, and subsequently acquired its controlling interest in 2015. Even under challenging circumstances created by volatile commodity markets over the past several years, we deployed our activist modus operandi and guided the company through turbulent times. Given the company’s challenging cash-flow position just a few years ago, we believe today’s transaction represents a very positive outcome for IEP shareholders.

 

Carl C. Icahn, Chairman of Icahn Enterprises, stated: “As committed, long-term investors, we stood by Ferrous and invested additional capital in the form of both debt and equity, moved forward with critical growth capex projects and did all of this at a time when others were fleeing the sector. By investing additional capital and leading the company with a strong and effective Board of Directors, we were able to stabilize and improve Ferrous’ situation, which laid the groundwork for this transaction.”

 

The transaction is expected to close in 2019, subject to receiving antitrust approval in Brazil, and other customary closing conditions. The transaction is not subject to due diligence or financing conditions. 

 

About Icahn Enterprises L.P.

 

Icahn Enterprises, a master limited partnership, is a diversified holding company engaged in eight primary business segments: Investment, Automotive, Energy, Mining, Food Packaging, Metals, Real Estate and Home Fashion.

 

Caution Concerning Forward-Looking Statements

 

This release 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 L.P. and its subsidiaries. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors, including risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment activities, including the nature of the investments made by the private funds in which we invest, losses in the private funds and loss of key employees; risks related to our ability to continue to conduct our activities in a manner so as to not be deemed an investment company under the Investment Company Act of 1940, as amended; 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 energy business, including the volatility and availability of crude oil, other feed stocks and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risks related to our mining operations, including the volatility of the global price of iron ore and global demand levels for iron ore; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology; risks related to our scrap metals activities, including potential environmental exposure; 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 our filings with the Securities and Exchange Commission. Past performance in our Investment segment is not indicative of future performance. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

 

Contact:
Investor Contact:
SungHwan Cho
Chief Financial Officer
(212) 702-4300  

 

Source: Icahn Enterprises L.P.