SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Dec 6, 2013
ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: Dec. 6, 2013 · CIK: 0000813762 · Accession: 0001144204-13-066023
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-183728, 333-191386
Referenced dates: October 7, 2013
Letter
United States Securities and Exchange Commission Re: Icahn Enterprises L.P. Registration Statement on Form S-4 Filed November File No. 333-191386
Dear Mr. Dobbie:
Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement on Form S-4 (File No. 333-183728) (the “Registration Statement”) of Icahn Enterprises L.P., a Delaware limited partnership (the “Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises Finance”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises Holdings” and, together with Icahn Enterprises and Icahn Enterprises Finance, the “Company”), in your letter dated October 7, 2013 (the “Comment Letter”).
We are writing to respond to the comments contained in the Comment Letter. For your convenience, your comments are set forth in this letter in bold italics, followed by our responses.
General
1. We note that you are registering the offering of 8% Senior Notes Due 2018 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Sherman & Sterling, SEC 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 Sherman & Sterling no-action letters.
Contemporaneously with the submission of this letter, the Company is filing a supplemental letter stating that the Company is registering the exchange offer in reliance on the Commission’s position enunciated in the abovementioned no-action letters and including the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.
Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.
Justin Dobbie
United States Securities and Exchange Commission
December 6, 2013
Page 2 of 2
Very truly yours,
/s/ Julie M. Allen, Esq.
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CORRESP
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Proskauer Rose LLP Eleven
Times Square New York, NY 10036-8299
December 6, 2013
VIA ELECTRONIC TRANSMISSION
Justin Dobbie
Legal Branch Chief
United States Securities and Exchange Commission
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-1004
Re: Icahn Enterprises L.P.
Registration Statement on Form S-4
Filed November
File No. 333-191386
Dear Mr. Dobbie:
Reference is made to the comments of the
Staff of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement
on Form S-4 (File No. 333-183728) (the “Registration Statement”) of Icahn Enterprises L.P., a Delaware limited
partnership (the “Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn
Enterprises Finance”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises
Holdings” and, together with Icahn Enterprises and Icahn Enterprises Finance, the “Company”), in your
letter dated October 7, 2013 (the “Comment Letter”).
We are writing to respond to the comments
contained in the Comment Letter. For your convenience, your comments are set forth in this letter in bold italics, followed by
our responses.
General
1. We note that you are registering the offering of 8% Senior Notes Due 2018 in reliance on our position enunciated in Exxon
Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June
5, 1991) and Sherman & Sterling, SEC 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 Sherman & Sterling no-action letters.
Contemporaneously with the submission of this letter,
the Company is filing a supplemental letter stating that the Company is registering the exchange offer in reliance on the Commission’s
position enunciated in the abovementioned no-action letters and including the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.
Boca
Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington,
D.C.
Justin
Dobbie
United States Securities and Exchange Commission
December 6, 2013
Page 2 of 2
Very truly yours,
/s/ Julie M. Allen, Esq.
Julie M. Allen, Esq.
Enclosures
cc: Daniel A. Ninivaggi (Icahn Enterprises L.P.)