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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 14, 2024


(Commission File
(Exact Name of Registrant as Specified in Its Charter)
(Address of Principal Executive Offices) (Zip Code)
(Telephone Number)
(State or Other
Jurisdiction of
Incorporation or
(IRS Employer


16690 Collins Ave, PH-1

Sunny Isles Beach, FL 33160

(305) 422-4100

Delaware 13-3398766


(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading
  Name of Each Exchange on Which 
Depositary Units of Icahn Enterprises L.P. Representing Limited Partner Interests   IEP   Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 8.01 Other Events.


On May 14, 2024, Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the “Company”) caused Wilmington Trust, National Association (the “Trustee”) to deliver on the Company’s behalf a notice of conditional full redemption to holders of the Company’s outstanding 6.375% Senior Unsecured Notes due 2025 (the “2025 Notes”) issued under an indenture, dated as of December 6, 2017, among the Company, Icahn Enterprises Holdings L.P., as guarantor, and the Trustee (the “Indenture”), that the Company will, subject to the conditions precedent described below, redeem all outstanding aggregate principal amount of the 2025 Notes on June 13, 2024 (the “Redemption Date”). The redemption price will be equal to 100.000% of the principal amount of the remaining 2025 Notes, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Upon the redemption by the Company of the 2025 Notes, none of the 2025 Notes will remain outstanding. The Company expects to use the proceeds from the previously announced offering of 9.000% Senior Unsecured Notes due 2030 to pay the redemption price for the 2025 Notes (the “Offering”), which is scheduled to be completed on May 28, 2024.


The redemption is subject to the satisfaction of the closing of the Offering as well as certain other customary conditions.


This Current Report on Form 8-K does not constitute a notice of redemption of the 2025 Notes. There can be no assurances that the conditions precedent to the redemption will be satisfied or that the redemption will occur.







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


  By: Icahn Enterprises G.P. Inc.,
its general partner
Date: May 14, 2024   By: /s/ Ted Papapostolou
      Ted Papapostolou
      Chief Financial Officer