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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 8, 2010
ICAHN ENTERPRISES L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9516 13-3398766
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.
incorporation
767 FIFTH AVENUE, SUITE 4700
NEW YORK, NEW YORK 10153
(Address of Principal executive offices, including Zip Code)
(212) 702-4300
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 8, 2010, Tropicana Entertainment Inc. ("Tropicana") completed the
acquisition of certain assets of its predecessor, Tropicana Entertainment, LLC,
and certain of its subsidiaries and affiliates (together, the "Predecessors")
and of the Tropicana Resort and Casino-Atlantic City ( the "Tropicana AC").
These transactions, referred to as the "Restructuring Transactions," were
effected pursuant to the Joint Plan of Reorganization of Tropicana
Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the
Bankruptcy Code, filed with the United States Bankruptcy Court for the District
of Delaware on January 8, 2009, as amended (the "Plan"). The Restructuring
Transactions are described in Tropicana's registration statement on Form 10,
originally filed with the Securities and Exchange Commission on November 10,
2009, File No. 000-53831, as amended by Amendment No. 1, filed on December 21,
2009 and by Post-Effective Amendment No. 1, filed on January 25, 2010.
As a result of Tropicana's completion of the Restructuring Transactions, Icahn
Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"),
Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master
Fund III LP ("Icahn Master III") (each of which is an indirectly held subsidiary
of Icahn Enterprises L.P.) received 4,578,984 shares of common stock of
Tropicana (the "Tropicana Shares"), 4,619,025 Tropicana Shares, 1,944,281
Tropicana Shares and 737,731 Tropicana Shares, respectively.
In addition, in connection with Tropicana's completion of the Restructuring
Transactions, Tropicana entered into a credit agreement, dated as of December
29, 2009 (the "Exit Facility"). Each of Icahn Partners, Icahn Master, Icahn
Master II and Icahn Master III is a lender under the Exit Facility, and in the
aggregate, hold over 50% of the loans under the Exit Facility. Furthermore,
Icahn Agency Services LLC, an indirect subsidiary of the Company, is the
administrative agent under the Exit Facility. Pursuant to the terms of the Exit
Facility, the lenders, including Icahn Partners, Icahn Master, Icahn Master II
and Icahn Master III, were issued warrants to purchase Tropicana Shares (the
"Warrants"). Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III
were issued 285,578 Warrants, 332,430 Warrants, 120,513 Warrants and 45,637
Warrants, respectively. On March 9, 2010, each of Icahn Partners, Icahn Master,
Icahn Master II and Icahn Master III exercised their warrants in their entirety
and received 285,578 Tropicana Shares, 332,430 Tropicana Shares, 120,513
Tropicana Shares and 45,637 Tropicana Shares, respectively.
As a result of the Tropicana Shares issued pursuant to the Restructuring
Transactions and the Tropicana Shares issued pursuant to the exercise of the
Warrants, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III
hold, in the aggregate, 12,664,179 Tropicana Shares, which represents 49.1% of
the outstanding Tropicana Shares.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements required by this Item are not being filed herewith. To
the extent such information is required by this Item, it will be filed by
amendment to this Current Report on Form 8-K not later than 71 days after the
date on which this Current Report on Form 8-K is required to be filed.
(B) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this Item is not being filed
herewith. To the extent such information is required by this Item, it will be
filed by amendment to this Current Report on Form 8-K not later than 71 days
after the date on which this Current Report on Form 8-K is required to be filed.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ICAHN ENTERPRISES L.P.
(Registrant)
By: Icahn Enterprises G.P. Inc., its general
partner
By: /s/ Dominick Ragone
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Name: Dominick Ragone
Date: March 12, 2010 Title: Chief Financial Officer