SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Oct 5, 2016
ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: Oct. 5, 2016 · CIK: 0000813762 · Accession: 0001144204-16-126909
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File numbers found in text: 333-213563
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CORRESP
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ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
767 Fifth Avenue, Suite 4700
New York, NY 10153
October 5, 2016
VIA ELECTRONIC TRANSMISSION
Justin Dobbie
Legal Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-1004
Re:
Icahn Enterprises L.P. and Icahn Enterprises Finance Corp.
Registration Statement on Form S-3
File No. 333-213563
Dear Mr. Dobbie:
Pursuant to Rule 461 of the Securities Act of 1933, as amended,
Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn Enterprises Finance Corp. (“Icahn Enterprises Finance”
and, together with Icahn Enterprises, the “Company”) hereby request acceleration of the effective date of the above-referenced
Registration Statement on Form S-3, File No. 333-213563 (the “Registration Statement”) so that it may become effective
at 3:00 PM Eastern Time on Friday, October 7, 2016, or as soon thereafter as practicable.
The Company hereby acknowledges that:
(a) should the United States Securities and Exchange Commission
(the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(b) the action of the Commission or its staff, acting pursuant
to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility
for the accuracy and adequacy of the disclosure in the Registration Statement; and
(c) it 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.
[Signature page follows]
Respectfully submitted,
ICAHN ENTERPRISES, L.P.
By: Icahn Enterprises G.P. Inc., its general partner
/s/ Keith Cozza
Keith Cozza
President, Chief Executive Officer and Director
ICAHN ENTERPRISES FINANCE CORP.
/s/ Keith Cozza
Keith Cozza
President, Chief Executive Officer and Director