CORRESP Filing
ICAHN ENTERPRISES L.P.
Date: Aug. 26, 2025 · CIK: 0000813762 · Accession: 0001104659-25-082886
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289228
Letter
Jefferies LLC
520 Madison Avenue
New York, New York 10022
August 26, 2025
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Barberena-Meissner
Daniel Morris
Division of Corporation Finance
Office of Energy & Transportation
Re: Icahn Enterprises L.P.
Registration Statement on Form S-3
File No. 333-289228
Acceleration Request
Requested Date: August 26, 2025
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the " Act "), we hereby join in the request of Icahn Enterprises L.P. (the " Company ") for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on August 26, 2025, or at such later time as the Company or its outside counsel, Proskauer Rose LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
JEFFERIES LLC
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CORRESP 1 filename1.htm Jefferies LLC 520 Madison Avenue New York, New York 10022 August 26, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Daniel Morris Division of Corporation Finance Office of Energy & Transportation Re: Icahn Enterprises L.P. Registration Statement on Form S-3 File No. 333-289228 Acceleration Request Requested Date: August 26, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the " Act "), we hereby join in the request of Icahn Enterprises L.P. (the " Company ") for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on August 26, 2025, or at such later time as the Company or its outside counsel, Proskauer Rose LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature Page Follows] Very truly yours, JEFFERIES LLC By: /s/ Michael Magarro Name: Michael Magarro Title: Managing Director [Signature Page to Underwriters' Acceleration Request]