SEC Comment Letter for ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Sep 22, 2016
ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: Sept. 22, 2016 · CIK: 0000813762 · Accession: 0000000000-16-094123
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-213563
Letter
Mail Stop 3561 September 22, 2016 Keith Cozza Chief Executive Officer Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, NY 10153
Re: Icahn Enterprises L.P. Registration Statement on Form S-3 Filed September 9, 2016 File No. 333-213563
Dear Mr. Cozza :
This is to advise you that we have not reviewed and will not review your registration statement .
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 the information the Securities Act of 193 3 and all applicable Securities Act rules require. 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 t he disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company 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 act ion 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 th e disclosure in the f iling; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Keith Cozza Icahn Enterprises L.P. September 22, 2016 Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities und er the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Donald E. Field at (202) 551 -3680 with any questions.
Sincerely,
/s/ Justin Dobbie
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Mail Stop 3561 September 22, 2016 Keith Cozza Chief Executive Officer Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, NY 10153 Re: Icahn Enterprises L.P. Registration Statement on Form S-3 Filed September 9, 2016 File No. 333-213563 Dear Mr. Cozza : This is to advise you that we have not reviewed and will not review your registration statement . 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 the information the Securities Act of 193 3 and all applicable Securities Act rules require. 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 t he disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company 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 act ion 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 th e disclosure in the f iling; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Keith Cozza Icahn Enterprises L.P. September 22, 2016 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities und er the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Donald E. Field at (202) 551 -3680 with any questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief Office of Transportation and Leisure cc: Julie M. Allen, Esq. Proskauer Rose LLP