Icahn Enterprises Plans New 2029 Bonds to Refinance 2026 Notes

Rhea-AI Filing Summary

Icahn Enterprises L.P. (IEP) filed an 8-K announcing its intention, together with Icahn Enterprises Finance Corp., to issue an additional $500 million of 10.000% senior secured notes due 2029 in a private placement. The new notes will be issued under the existing November 20 2024 indenture that already governs $500 million of identical 2029 notes and will be secured by substantially all assets of the issuers and guarantor, Icahn Enterprises Holdings L.P.

Net proceeds, combined with cash on hand, are earmarked to partially redeem the 6.250% senior notes maturing 2026, extending the group’s nearest significant maturity by three years. The company emphasizes that consummation, pricing and final sizing remain subject to market conditions and are not assured.

No earnings figures or operational updates were provided; Exhibit 99.1 contains the related press release. The filing is solely a debt-capital-markets event and does not constitute an offer or solicitation.

Positive

• Refinances 2026 maturity, reducing near-term liquidity risk and smoothing the debt ladder.
• Existing indenture framework and secured collateral may expedite market execution and attract yield-seeking investors.

Negative

• 10.0% coupon materially higher than the 6.25% notes, increasing annual interest expense by ≈$19 million.
• Incremental secured debt raises leverage and consumes collateral capacity, potentially limiting future financing options.
• Execution risk: the offering is only an intention; there is no assurance of completion.

Insights

Fixed-Income Analyst

TL;DR: Extends maturity profile but raises cost; overall credit impact neutral.

The proposed 10% secured notes push out the 2026 maturity, easing near-term refinancing risk. However, the 375 bp coupon step-up versus the 6.25% notes adds roughly $19 million of annual interest on the incremental $500 million, partly offsetting the liquidity benefit. Collateralization protects bondholders but subordinates existing unsecured creditors and consumes asset coverage. Absent covenant changes, leverage metrics are largely unchanged; therefore I view the transaction as credit-neutral, contingent on successful execution.

Equity Portfolio Manager

TL;DR: Higher coupon dents earnings; modestly negative for equity holders.

While retiring the 2026 notes removes a near-term wall, issuing expensive 10% debt elevates IEP’s cost of capital and reduces distributable cash flow. The secured structure limits future financing flexibility and could impair residual value if distress occurs. Given limited growth catalysts, the incremental $19 million in annual interest is material to limited-partner distributions. I assign a slightly negative equity impact, pending final pricing terms.

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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. ¨

Item 8.01 Other Events

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”), intends to commence an offering of additional $500,000,000 aggregate principal amount of 10.000% Senior Secured Notes due 2029 (the “Notes”), for issuance in a private placement (the “Notes Offering”) not registered under the Securities Act of 1933, as amended. The Notes will be issued under the indenture dated November 20, 2024, by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the “Guarantor”), and Wilmington Trust, National Association, as trustee and collateral agent in connection with the closing of the existing $500,000,000 aggregate principal amount of 10.000% Senior Secured Notes due 2029 announced by Icahn Enterprises on November 20, 2024. 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 (the “2026 Notes”). 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 announcing the Notes Offering.

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

FAQ

What did Icahn Enterprises (IEP) announce in the 8-K filed on August 5 2025?

IEP intends to issue an additional $500 million of 10.000% senior secured notes due 2029 in a private placement.

How will Icahn Enterprises use the proceeds from the new 2029 notes?

Proceeds, plus cash on hand, will partially redeem the outstanding 6.250% senior notes due 2026.

Will the new notes be secured?

Yes, they will be secured by substantially all assets of the issuers and the guarantor, subject to customary exceptions.

What interest rate will the new notes carry?

The proposed notes carry a 10.000% fixed coupon, identical to the $500 million tranche issued in November 2024.

Is the notes offering guaranteed to close?

No. The filing states there can be no assurance that the issuance and sale will be consummated.