Latham & Watkins Advises on Icahn Enterprises L.P.’s US$500 Million Senior Secured Notes Offering

Icahn Enterprises L.P. (NASDAQ: IEP) – Icahn Enterprises L.P. (Icahn Enterprises) has announced that it, together with Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the Issuers), priced their offering of US$500 million 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 (such offering, the Notes Offering). The Notes Offering is expected to close on November 20, 2024, subject to customary closing conditions. The Notes will be issued under an indenture by and among the Issuers, Icahn Enterprises Holdings L.P., as guarantor (the Guarantor), and Wilmington Trust, National Association, as trustee and collateral agent, and will be guaranteed by the Guarantor. The net proceeds from the Notes Offering will be used to partially redeem the Issuers' existing 6.250% senior notes due 2026 (the 2026 Notes). It is expected that, concurrently with the consummation of the Notes Offering, the Issuers will grant a lien in favor of the holders of the Issuers' 2026 Notes, 5.250% senior notes due 2027, 4.375% senior notes due 2029, 9.750% senior notes due 2029 and 9.000% senior notes due 2030 (collectively, the Existing Notes) such that the Existing Notes are secured equally and ratably with the Notes upon the issuance thereof. There can be no assurance that the issuance and sale of any debt securities will be consummated.

Latham & Watkins LLP represented the initial purchasers in the offering with a capital markets team led by partners Nathan Ajiashvili and Andrew Baker, with associates Angel Marcial and Vanessa Hillabrand. Advice was provided on banking matters by partner Jesse Sheff and counsel Seung-Ju Paik and on tax matters by partner Bora Bozkurt and counsel Lauren Bewley.