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): January 27, 2012

 

Icahn Enterprises L.P.

______________________________________

(Exact name of registrant as specified in its charter)

 

Delaware 1-9516 13-3398766
(State or Other Jurisdiction of Incorporation) (Commission File Number)

(IRS Employer

Identification No.)

 

767 Fifth Avenue, Suite 4700, New York, NY 10153
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 702-4300

 

(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))
   
   

 

 
 

 

 

Item 7.01.           Regulation FD Disclosure

 

On January 27, 2012, Icahn Enterprises L.P. (“Icahn Enterprises”) issued a press release announcing that it, together with Icahn Enterprises Finance Corp., intends to commence a tack-on offering of an additional $100 million aggregate principal amount of its 8% Senior Notes due 2018 (the “Additional 2018 Notes”) for issuance in a private placement not registered under the Securities Act of 1933, as amended. The proceeds from the offering will be used for general corporate purposes. 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 January 27, 2012.

 

 

 

 

 

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SIGNATURES

 

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.

 

  ICAHN ENTERPRISES L.P.
  (Registrant)
     
  By: Icahn Enterprises G.P. Inc.
    its General Partner
       
    By: /s/ Dominick Ragone
      Dominick Ragone
      Chief Financial Officer

 

Date:     January 27, 2012