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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):
August 5, 2025
(Commission File
Number) |
(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
Organization) |
(I.R.S. Employer
Identification
No.) |
| 1-9516 |
ICAHN ENTERPRISES L.P.
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)
N/A
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
Symbol(s) |
|
Name of each exchange on which
registered: |
| 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. ¨
On August 5, 2025, 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 additional $500,000,000 aggregate principal amount of 10.000% Senior Secured Notes
due 2029 (the “Notes”) 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 August 19, 2025, subject to customary closing conditions.
The Notes will be guaranteed by Icahn Enterprises Holdings L.P. (the “Guarantor”). The Notes will be secured by substantially
all of the assets directly owned by the Issuers and the Guarantor, subject to customary exceptions. The net proceeds from the Notes Offering
will be used, together with cash on hand, to partially redeem the Issuers’ existing 6.250% Senior Notes due 2026. There can be no assurance that the issuance and sale of any debt securities of the Issuers will be consummated.
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 August 5, 2025.
104 - Cover Page Interactive Data File (formatted in Inline XBRL in
Exhibit 101).
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: August 5, 2025 |
|
By: |
/s/ Ted Papapostolou |
| |
|
|
Ted Papapostolou |
| |
|
|
Chief Financial Officer |
