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Icahn Enterprises L.P.

Icahn Enterprises L.P., formerly American Real Estate Partners, L.P., is a diversified holding company engaged in a variety of businesses including investment management, automotive, metals, real estate and home fashion.

PRESS RELEASE EXCERPT:

Published: Jan 15, 2010
Icahn Enterprises Announces Closing of $2.0 Billion Senior Notes Offering

(NEW YORK, New York, January 15, 2010) – Icahn Enterprises L.P. (NYSE: IEP) – Icahn Enterprises L.P. ("Icahn Enterprises"), together with Icahn Enterprises Finance Corp., announced today that they have consummated their offering of $2.0 billion in aggregate principal amount of their 7¾% Senior Notes due 2016 (the "2016 Notes") and 8% Senior Notes due 2018 (the "2018 Notes" and, together with the 2016 Notes, the "New Notes"). The New Notes were sold in a private offering to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and non-U.S. persons outside the United States under Regulation S under the Securities Act.

Icahn Enterprises used a portion of the proceeds from the offering to purchase the approximately $1.28 billion in aggregate principal amount (or approximately 97%) of the 7.125% Senior Notes due 2013 (CUSIP Nos. 029171AD7 and 029171AF2) (the "2013 Notes") and the 8.125% Senior Notes due 2012 (CUSIP No. 029171AC9) (the "2012 Notes" and, together with the 2013 Notes, the "Old Notes") that were tendered pursuant to the previously announced cash tender offers and consent solicitations (the "Tender Offers") and to pay related fees and expenses.

Jefferies & Company, Inc. acted as sole book-running manager and initial purchaser for the offering of the New Notes and as sole dealer manager and solicitation agent for the Tender Offers.