SEC Comment Letter for ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Jun 30, 2010
ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: June 30, 2010 · CIK: 0000813762 · Accession: 0000000000-10-036848
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-166139
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3010 May 7, 2010 Keith A. Meister, Principal Executive Officer Ichan Enterprises L.P. 767 Fifth Avenue, Ste. 4700 New York, NY 10153 Re: Icahn Enterprises L.P. Registration Statement on Form S-4 File No. 333-166139 Filed on April 16, 2010
Dear Mr. Meister:
We have conducted a limited review of your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note that you are registering the ex change notes consis ting of $850 million aggregate principal amount of 7 3/4% Senior Notes due 2016 and $1.15 billion aggregate principal amount of 8% Se nior Notes due 2018 in reliance on our position enunciated in Exxon Capital Ho ldings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SE C No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & St erling no-action letters.
Keith A. Meister Icahn Enterprises L.P. May 7, 2010 Page 2
2. We note that you have included statemen ts on page ii and 5 concerning broker- dealers that will receive exchange notes. Please revise your prospectus cover page to also clarify that broker-dealers w ho receive new securities pursuant to this exchange offer will acknowledge that they will deliver a prospectus in connection with any resale of such new securities; and broker dealers who acquired the existing notes as a result of market maki ng or other trading activities may use the prospectus for the exchange offer, as supplemented or amended, in connection with resales of the new securities.
3. We note that you have not included the Le tter of Transmittal. Please file that letter with your next amendment or provide us a draft copy of the letter.
* * * *
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States.
Keith A. Meister Icahn Enterprises L.P. May 7, 2010 Page 3
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date. Please contact Duc Dang at 202-551-3386 or me at 202-551-3233 with any other questions.
Sincerely,
Thomas Kluck Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
May 7, 2010
Keith A. Meister, Principal Executive Officer Ichan Enterprises L.P. 767 Fifth Avenue, Ste. 4700 New York, NY 10153
Re: Icahn Enterprises L.P.
Registration Statement on Form S-4 File No. 333-166139
Filed on April 16, 2010
Dear Mr. Meister:
We have conducted a limited review of your filing and have the following
comments. Where indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note that you are registering the ex change notes consis ting of $850 million
aggregate principal amount of 7 3/4% Senior Notes due 2016 and $1.15 billion
aggregate principal amount of 8% Se nior Notes due 2018 in reliance on our
position enunciated in Exxon Capital Ho ldings Corp., SEC No-Action Letter
(April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter
(June 5, 1991) and Shearman & Sterling, SE C No-Action Letter (July 2, 1993).
Accordingly, with the next amendment, please provide us with a supplemental
letter stating that you are registering the exchange offer in reliance on our position
contained in these letters and include the representations contained in the Morgan
Stanley and Shearman & St erling no-action letters.
Keith A. Meister
Icahn Enterprises L.P.
May 7, 2010
Page 2
2. We note that you have included statemen ts on page ii and 5 concerning broker-
dealers that will receive exchange notes. Please revise your prospectus cover
page to also clarify that broker-dealers w ho receive new securities pursuant to this
exchange offer will acknowledge that they will deliver a prospectus in connection with any resale of such new securities; and broker dealers who acquired the existing notes as a result of market maki ng or other trading activities may use the
prospectus for the exchange offer, as supplemented or amended, in connection with resales of the new securities.
3. We note that you have not included the Le tter of Transmittal. Please file that
letter with your next amendment or provide us a draft copy of the letter.
* * * *
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
Keith A. Meister
Icahn Enterprises L.P. May 7, 2010
Page 3
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Please contact Duc Dang at 202-551-3386 or me at 202-551-3233 with any other
questions.
Sincerely,
Thomas Kluck Branch Chief
cc: Julie M. Allen, Esq. via facsimile (212) 969-2900