Icahn Enterprises Announces Supplement to Tender Offers and Consent Solicitations for its Existing 8.125% Senior Notes Due 2012 and 7.125% Senior Notes Due 2013

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Jan 04, 2010, 10:25 ET

NEW YORK, Jan. 4 /PRNewswire-FirstCall/ -- Icahn Enterprises L.P. (NYSE: IEP) - Icahn Enterprises L.P. ("Icahn Enterprises") announced today that it, together with Icahn Enterprises Finance Corp., issued a supplement for its cash tender offers to purchase any and all of the $967.0 million outstanding aggregate principal amount of their 7.125% Senior Notes due 2013 (CUSIP Nos. 029171AD7 and 029171AF2) (the "2013 Notes") and any and all of the $353.0 million outstanding aggregate principal amount of their 8.125% Senior Notes due 2012 (CUSIP No. 029171AC9 ) (the "2012 Notes" and, together with the 2013 Notes, the "Notes").

The tender offers will expire at 12:00 midnight, New York City time, at the end of Thursday, January 28, 2010, unless terminated or extended (the "Expiration Time"). Any such extension will be followed by a public announcement no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Time. Holders of Notes may withdraw their Notes and revoke their consents on or prior to 5:00 p.m., Thursday, January 7, 2010 (the "Consent Payment Deadline"), but not thereafter. Each tender offer and consent solicitation is subject to certain customary conditions described in the Offer to Purchase and Consent Solicitation Statement, including that Icahn Enterprises receives tenders of at least a majority in aggregate principal amount of each of the 2012 Notes and 2013 Notes and a financing condition.

Holders that validly tender Notes after the Consent Payment Deadline, but at or prior to the Expiration Time, will be eligible to receive only the Base Consideration ($1,000) for each $1,000 principal amount of Notes tendered, but not the Consent Payment ($22.81 per $1,000 principal amount of 2013 Notes and $20.94 per $1,000 principal amount of 2012 Notes). Such holders are expected to receive payment of the Base Consideration promptly after the Expiration Time subject to the satisfaction or waiver of the conditions of the Offer. Holders that validly tender Notes prior to the Consent Payment Deadline but that do not deliver consents to the proposed amendments are eligible to receive payment of the Base Consideration for each $1,000 principal amount of Notes tendered. Holders that validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consent to the proposed amendments prior to the Consent Payment Deadline will receive the Total Consideration (the Base Consideration plus the Consent Payment). Such holders are expected to receive payment of the Base Consideration or Total Consideration, as applicable, promptly after satisfaction of the financing condition to the extent that all other conditions to the Offer have been satisfied or waived and such Notes are accepted for purchase.

In connection with the tender offers, Icahn Enterprises is soliciting consents to eliminate the incurrence of indebtedness and issuance of preferred stock covenants in the indentures governing the Notes, and all other terms in the indentures will remain in full force and effect until the indentures are satisfied and discharged in accordance with their terms. Holders who consent to the proposed amendments will be obligated to tender their Notes. The tender offers and consent solicitations are each being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated December 30, 2009, as amended and supplemented, and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the tender offers and consent solicitations.

The information agent for the tender offers and consent solicitations is D.F. King & Co., Inc. The dealer manager for the tender offers and the solicitation agent for the consent solicitations is Jefferies & Company, Inc. Requests for documents may be directed to Jefferies & Company, Inc. at (888) 708-5831 or D.F. King & Co., Inc. at (800) 488-8035 or (212) 269-5550 (for banks and brokers only).

This announcement is not an offer to purchase, a solicitation of an offer to sell, or a solicitation of consents with respect to the Notes or any new securities. The tender offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Each tender offer and consent solicitation is made solely by means of an Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal dated December 30, 2009, as amended and supplemented.

Icahn Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified holding company engaged in five primary business segments: Investment Management, Automotive, 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. Among these risks and uncertainties are risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment management activities, including the nature of the investments made by the private funds we manage, losses in the private funds and loss of key employees; 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 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 SEC. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

SOURCE Icahn Enterprises L.P.