SecProbe.io

December 13, 2024
Jesse A. Lynn, Esq.
General Counsel
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
Re:Icahn Enterprises L.P.
CVR Energy, Inc.
Schedule TO-T filed December 6, 2024 by Icahn Enterprises Holdings L.P. et. al
File No. 005-83522
Dear Jesse A. Lynn Esq.:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-T filed December 6, 2024
Cautionary Note on Forward-Looking Statements, page 8
1.We note your reference to Section 27A of the Securities Act of 1933, Section 21E of
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act.
The safe harbor provisions of the Private Securities Litigation Reform Act do not
apply to statements made in connection with a tender offer. See Section 27A(b)(2)(C)
of the Securities Act of 1933, Section 21E(b)(2)(C) of the Securities Exchange Act of
1934 and telephone interpretation I.M.2 in the July 2001 Supplement to the Division
of Corporation Finance’s Manual of Publicly Available Telephone Interpretations.
Please revise or delete such references.
We also note the statements that “Icahn Enterprises assumes no obligation and do not
intend to update these forward-looking statements” and “[w]e do not intend to update
you concerning any future revisions to any forward-looking statements to reflect
events or circumstances occurring after the date of this Offer to Purchase.” Such 2.

December 13, 2024
Page 2
statements are inconsistent with the filing persons’ obligation to amend and promptly
disseminate revised information in the event that its existing disclosure materially
changes. See Exchange Act Rule 14d-3(b)(1) and 14d-4(d). Please revise such
statements accordingly.
The Offer is subject to certain conditions, page 11
3.Disclosure in this statement indicates that “[t]he minimum period during which the
Offer must remain open following material changes in its terms or the information
concerning it…will depend on the facts and circumstances then existing…” With a
view towards improved disclosure, please advise whether this statement is intended to
be modified by similar disclosure found on page 30 that “in no event will the Offer
remain open for fewer than five business days following” material changes in the
terms of the Offer.
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans, page 13
4.Disclosure in this section indicates that if Icahn Enterprises acquires beneficial
ownership of at least 80% of the Company’s outstanding common stock through the
Offer, it may restructure its investment to include the Company with American
Entertainment Properties Corp. and certain of its subsidiaries in a consolidated group
for U.S. federal income tax purposes. With a view towards improved disclosure,
please advise what impact, if any, this may have on the stockholders of the Company
who do not tender into the Offer or who tender but remain stockholders as a result of
proration.
Other Plans, page 14
5.Disclosure in this section indicates that Icahn may, subject to the Tender Offer
Agreement, acquire additional shares of the Company and may otherwise participate
in potential strategic transactions available to the Company which may also entail the
Icahn Entities acquiring additional equity of the Company. Please reconcile such
disclosure with the disclosure on page 25 and elsewhere regarding the Tender Offer
Agreement and Icahn Entities’ obligations thereunder, which appear to expressly
prohibit the Icahn Entities from making any such acquisitions.
6.Disclosure in this section also indicates that Icahn Enterprises and its affiliates and the
Company “ currently are considering” (emphasis added) potential strategic
transactions available to the Company and its subsidiaries as well as strategic options
involving CVR Partners. If these statements are accurate, please provide the
disclosure described in Item 1006(c)(1) through (7), including any plans, proposals or
negotiations that relate to or would result in, without limitation, any extraordinary
transaction involving the Company or any of its subsidiaries or any other material
change in the Company’s corporate structure or business. Refer to Item 6 of Schedule
TO.
Conditions of the Tender Offer, page 21
Refer to clause (ii) in the first bullet point condition on page 21. Please revise to
explain what would be considered a “general limitation on prices for, or trading in,
securities on any national securities exchange in the United States or in the over-the-7.

December 13, 2024
Page 3
counter market” or delete this language. Similarly, in clause (iv), please revise to
explain what would constitute "any limitation (whether or not mandatory) by any
governmental agency or authority on, or any other event that,  in our reasonable
judgment, could reasonably be expected to materially adversely affect, the extension
of credit by banks or other financial institutions in the United States…” or delete.
Also, note that clause (vi) appears to be a duplicate of clause (iv).
Tender Offer Agreement, page 25
8.Disclosure on page 25 indicates that, under the circumstances described, the Icahn
Entities shall not enter into an agreement  to acquire all the outstanding shares or enter
into an agreement to increase its beneficial ownership percentage in the Company
above 84% of all outstanding shares (emphasis added). With a view towards revised
disclosure please advise if such restrictions would prevent the Icahn Entities from
doing so if an agreement was not a required step, such as via open market purchases.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:Joshua Apfelroth