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Debt
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt

11. Debt

Debt consists of the following:

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December 31, 

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2022

    

2021

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(in millions)

Holding Company:

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6.750% senior unsecured notes due 2024

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$

—

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$

499

4.750% senior unsecured notes due 2024

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1,103

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1,105

6.375% senior unsecured notes due 2025

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749

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748

6.250% senior unsecured notes due 2026

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1,250

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1,250

5.250% senior unsecured notes due 2027

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1,460

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1,461

4.375% senior unsecured notes due 2029

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​

747

​

​

747

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5,309

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5,810

Reporting Segments:

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Energy

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1,591

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1,660

Automotive

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21

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26

Food Packaging

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162

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155

Real Estate

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1

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1

Home Fashion

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12

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40

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1,787

​

 

1,882

Total Debt

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$

7,096

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$

7,692

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Holding Company

Our Holding Company debt consists of various issues of fixed-rate senior unsecured notes issued by Icahn Enterprises and Icahn Enterprises Finance Corp. (the “Issuers”) and guaranteed by Icahn Enterprises Holdings (the “Guarantor”). Interest on each of the senior unsecured notes are payable semi-annually.

In February 2022, we redeemed all of our $500 million aggregate principal amount of 6.750% senior unsecured notes due 2024 at par. As a result of this transaction, Icahn enterprises recorded a loss on extinguishment of debt of $1 million.

In January 2021, the Issuers issued $750 million in aggregate principal amount of 4.375% senior unsecured notes due 2029. The proceeds from these notes were used to redeem $750 million principal amount of 6.250% senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

In April 2021, the Issuers issued $455 million in aggregate principal amount of 4.750% senior unsecured notes due 2024 and $250 million in aggregate principal amount of 5.250% senior unsecured notes due 2027. The proceeds from these issuances, together with cash on hand, were used to redeem in full our prior outstanding $1.35 billion principal amount of the 5.875% senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

In January 2020, the Issuers issued $600 million in aggregate principal amount of additional 5.250% senior unsecured notes due 2027. The proceeds from this issuance were used to redeem the remaining $455 million principal amount of the 6.250% senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

Icahn Enterprises recorded a loss on extinguishment of debt of $2 million in 2022, a gain on extinguishment of debt of $3 million in 2021 and a loss on extinguishment of debt of $4 million in 2020 in connection with the debt transactions discussed above.

Each of our senior unsecured notes and the related guarantees are the senior unsecured obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior unsecured indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. All of our senior unsecured notes and the related guarantees are effectively subordinated to the Issuers’ and the Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness. All of our senior unsecured notes and the related guarantees are also effectively subordinated to all indebtedness and other liabilities of the Issuers’ subsidiaries other than the Guarantor.

The indentures governing each of our senior unsecured notes: restrict the payment of cash distributions, the purchase of equity interests or the purchase, redemption, defeasance or acquisition of debt subordinated to the senior unsecured notes; restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indenture, with certain exceptions; require that on each quarterly determination date, Icahn Enterprises and the guarantor of each of the senior unsecured notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein; and restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. Additionally, the 6.375% senior unsecured note due 2025 and the 6.250% senior unsecured note due 2026 are subject to optional redemption premiums in the event we redeem any of the notes prior to certain dates as described in the indentures.

As of December 31, 2022 and 2021, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of December 31, 2022, based on covenants in the indentures governing our senior unsecured notes, we are not permitted to incur additional indebtedness; however, we are permitted to issue new notes in connection with debt refinancings of existing notes.

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Reporting Segments

Energy

Our Energy segment’s debt primarily consists of (i) $600 million in aggregate principal amount of 5.25% senior secured notes due 2025 and $400 million in aggregate principal amount of 5.75% senior secured notes due 2028 (each issued by CVR Energy) and $550 million in aggregate principal amount of 6.125% senior secured notes due 2028 (issued by CVR Partners). Interest for each of these notes are accrued and paid based on contractual terms.

The $550 million in aggregate principal amount of 6.125% senior secured notes due 2028 were issued by CVR Partners in June 2021. Proceeds from these notes were used to fund a partial redemption of its existing 9.25% senior secured notes due 2023. During 2021, an additional $30 million of CVR Partners’ existing 9.25% senior secured notes due 2023 were redeemed and in February 2022, the remaining $65 million was redeemed. The $600 million in aggregate principal amount of 5.25% senior secured notes due 2025 and $400 million in aggregate principal amount of 5.75% senior secured notes due 2028 were issued by CVR Energy in January 2020. A portion of the net proceeds from the issuance of these notes were used to fund the redemption of CVR Energy’s existing $500 million senior secured notes due 2022 (issued by CVR Refining). The remaining net proceeds were used for CVR Energy’s general corporate purposes. In connection with these transactions, our Energy segment recorded a loss on extinguishment of debt of $1 million for the year ended December 31, 2022.

These senior secured notes issued by CVR Partners are guaranteed on a senior secured basis by all of CVR Partners’ existing domestic subsidiaries, excluding CVR Nitrogen Finance Corporation. The indenture governing these notes contain certain covenants that restrict the ability of the issuers and their restricted subsidiaries from incurring additional debt or issuing certain disqualified equity, create liens on certain assets to secure debt, pay dividends/distributions or make other equity distributions, purchase or redeem capital stock/common units, make certain investments, transfer and sell assets, agree to certain restrictions on the ability of restricted subsidiaries to make distributions, loans, or other asset transfers to the issuers, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets, engage in transactions with affiliates and designate restricted subsidiaries as unrestricted subsidiaries.

In April 2022, in connection with the Petroleum ABL (as defined below), a new wholly owned subsidiary of CVR Energy, CVR Renewables, LLC (“CVR Renew”), delivered to Wells Fargo Bank, National Association, as administrative and collateral agent for the secured parties, a Joinder Agreement pursuant to which CVR Renew became a borrower for all purposes under the Petroleum ABL and other Credit Documents.

In June 2022, CVR Refining and certain of its subsidiaries (the “Credit Parties”) entered into Amendment No. 3 to the Amended and Restated ABL Credit Agreement dated December 20, 2012 (the “Amendment”, and as amended, the “Petroleum ABL”), with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”). The Petroleum ABL is a senior secured asset based revolving credit facility in an aggregate principle amount of up to $275 million with a $125 million incremental facility, which is subject to additional lender commitments and certain other conditions. The proceeds of the loans may be used for capital expenditures, working capital and general corporate purposes of the Credit Parties and their subsidiaries. The Petroleum ABL provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to certain borrowing base conditions, with sub-limits of $30 million for swingline loans and $60 million (or $100 million if increased by the Agent) for letters of credit. The Petroleum ABL is scheduled to mature on June 30, 2027.

As of December 31, 2022 and 2021, total availability under the CVR Refining and CVR Partners variable rate asset based revolving credit facilities aggregated $287 million and $396 million, respectively. CVR Refining also had $23 million and $39 million of letters of credit outstanding as of December 31, 2022 and 2021.

Automotive

In August 2021, all of our Automotive segment’s outstanding credit facility was repaid in full in the amount of $350 million and the credit facility was closed.

Food Packaging

Viskase’s debt primarily consists of a credit agreement providing for a $150 million term loan and a $30 million revolving credit facility issued in October 2020 and maturing in 2023. The proceeds from the term loan, plus cash received from Viskase’s equity private placement in October 2020, as discussed in Note 1, “Description of Business,” were used to repay in full Viskase’s existing term loan. Interest for this note is accrued and paid based on contractual terms. The interest rate on Viskase’s term loans were 6.80% and 2.47% as of December 31, 2022 and 2021, respectively.

Covenants

All of our subsidiaries are currently in compliance with all covenants and restrictions as described in the various executed agreements and contracts with respect to each debt instrument. These covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments and affiliate and extraordinary transactions.

Non-Cash Charges to Interest Expense

The amortization of deferred financing costs and debt discounts and premiums included in interest expense in the consolidated statements of operations were $5 million, $5 million and $4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Consolidated Maturities

The following is a summary of the maturities of our debt as of December 31, 2022:

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Year

    

Amount

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(in millions)

2023

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$

58

2024

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1,111

2025

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1,363

2026

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1,350

2027

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1,455

Thereafter

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1,700

Total debt payments (excluding financing lease payments)

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7,037

Less: unamortized discounts, premiums and deferred financing fees

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(5)

Financing leases (Note 10)

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64

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$

7,096

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