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Debt
 12 Months Ended
Dec. 31, 2024
Debt  
Debt

13. Debt

Debt consists of the following:

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December 31, 

​

    

2024

    

2023

​

​

(in millions)

Holding Company:

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​

  

​

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6.375% senior notes due 2025

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—

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749

6.250% senior notes due 2026

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719

​

​

1,238

5.250% senior notes due 2027

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1,384

​

​

1,454

4.375% senior notes due 2029

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​

656

​

 

708

9.750% senior notes due 2029

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​

698

​

 

698

10.000% senior notes due 2029

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​

495

​

​

—

9.000% senior notes due 2030

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747

​

​

—

​

​

 

4,699

​

 

4,847

Reporting Segments:

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​

​

​

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Energy

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1,919

​

 

2,185

Automotive

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31

​

 

33

Food Packaging

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144

​

 

133

Real Estate

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1

​

 

1

Home Fashion

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15

​

 

8

​

​

 

2,110

​

 

2,360

Total Debt

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$

6,809

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$

7,207

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Holding Company

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

In November 2024, the Issuers issued $500 million in aggregate principal amount of secured 10.000% senior notes due 2029 (the “10% 2029 Notes”). The net proceeds from the issuance were used to partially redeem $500 million of the outstanding 6.250% senior notes due 2026 on December 16, 2024. Our 10% 2029 Notes are secured by substantially all of our assets directly owned by us and Icahn Enterprises Holdings, subject to customary exceptions. Concurrently with the consummation of this issuance, the Issuers granted a lien in favor of the holders of the Issuers’ 6.250% senior notes due 2026, 5.250% senior notes due 2027, 4.375% senior notes due 2029 and the 9.000% senior notes due 2030 (collectively, the “Existing Notes”) such that the Existing Notes are secured equally and ratably with the 10% 2029 Notes upon the issuance thereof. Accordingly, while we previously designated the Existing Notes as our senior unsecured notes they are now designated as our senior notes.

In August 2024, we commenced an offer to exchange $700 million aggregate principal amount of our 9.750% senior notes due 2029 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for $700 million in aggregate principal amount of our issued and outstanding, unregistered 9.750% senior notes due 2029 and $750 million aggregate principal amount of our 9.000% senior notes due 2030 that have been registered under the Securities Act for $750 million aggregate principal amount of our issued and outstanding, unregistered 9.000% senior notes due 2030. The offer expired on October 17, 2024.

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In May 2024, the Issuers issued $750 million in aggregate principal amount of 9.000% senior notes due 2030. The net proceeds from the issuance were used to redeem the remaining outstanding 6.375% senior notes due 2025 in full on June 13, 2024.

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In April 2024, we sold $12 million in aggregate principal amount of our 6.250% senior notes due 2026 and $5 million in aggregate principal amount of our 5.250% senior notes due 2027, both previously repurchased and held in treasury, in the open market. In August and September of 2024, we repurchased in the open market approximately $52 million aggregate principal amount of our 6.250% senior notes due 2026, $73 million aggregate principal amount of our 5.250% senior notes due 2027 and $52 million aggregate principal amount of our 4.375% senior notes due 2029 for total cash paid of $168 million and a total aggregate principal amount of $177 million of our senior notes repurchased. The repurchased notes of $177 million aggregate principal were extinguished but were not retired and are held in treasury. In December 2024, we received $21 million as a part of the redemption of our 6.25% senior notes due 2026 held in treasury.

In November and December of 2023, we repurchased in the open market approximately $35 million aggregate principal amount of our 4.750% senior notes due 2024, which the Company then cancelled and reduced the outstanding principal, $12 million aggregate principal amount of our 6.25% senior notes due 2026, $5 million aggregate principal amount of our 5.25% senior notes due 2027, and $40 million aggregate principal amount of our 4.375% senior notes due 2029 for total cash paid of $84 million for a total aggregate principal amount of $92 million. The remaining repurchased notes of $57 million aggregate principal were extinguished but were not retired and are held in treasury.

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In December 2023, the Issuers issued $700 million in aggregate principal amount of 9.750% senior notes due 2029. The net proceeds from such issuance, together with $376 million of cash and cash equivalents on hand, was used to satisfy and discharge the remaining outstanding 4.750% senior notes due 2024, along with any accrued interest associated with the notes and related fees and expenses.

Icahn Enterprises recorded a gain on extinguishment of $8 million in 2024, a gain on extinguishment of debt of $13 million in 2023 and a loss on extinguishment of debt of $2 million in 2022 in connection with debt transactions.

Each of our senior notes and the related guarantees are the senior obligations of the Issuers and rank equally with all of the Issuers’ and the Guarantor’s existing and future senior indebtedness and senior to all of the Issuers’ and the Guarantor’s existing and future subordinated indebtedness. Each of our senior 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. Each of our senior 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 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 indentures, with certain exceptions; require that on each quarterly determination date, Icahn Enterprises and the guarantor of each of the senior 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, each of the 5.250% senior notes due 2027, the 4.375% senior notes due 2029, the 10.000% senior notes due 2029 and the 9.000% senior notes due 2030 are subject to optional redemption premiums in the event we redeem any of the notes prior to six months before maturity. The 9.750% senior notes due 2029 are subject to optional redemption premiums in the event we redeem these notes prior to three months before maturity. Although we have no obligation to do so, we may continue, from time-to-time, to retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions or otherwise.

As of December 31, 2024 and 2023, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of December 31, 2024, based on covenants in the indentures governing our senior 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) $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 and $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029 (each issued by CVR Energy), (ii) $550 million in aggregate principal amount of 6.125% senior secured notes due 2028 (issued by CVR Partners), and (iii) $325 million senior secured term loan facility. Interest for each of these notes is accrued and paid based on contractual terms.

In December 2023, CVR Energy issued $600 million in aggregate principal amount of 8.50% senior unsecured notes due 2029. The proceeds from the issuance of these notes were used to fund the redemption in full of CVR Energy’s existing $600 million in aggregate principal amount of 5.25% senior unsecured notes due 2025, at par in February 2024. As a result of this transaction, CVR Energy recognized a $1 million loss on extinguishment of debt in the year ended December 31, 2024.

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 December 2024, CVR Energy and certain of its subsidiaries (the “Term Loan Borrowers”) entered into a senior secured term loan facility in the amount of $325 million, which was borrowed in full on the closing date, with net proceeds of $318 million. At the option of the Term Loan Borrowers, the term loan facility uses a variable interest rate based on SOFR plus 4.00% per year, or an alternate base rate, plus 3.00%.

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In September 2023, CVR Energy and certain of its subsidiaries (the “Credit Parties”) entered into Amendment No. 4 to the Amended and Restated ABL Credit Agreement dated December 20, 2012 (the “Amendment”, and as amended, the “CVR Energy ABL”), with a group of lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Agent”). The CVR Energy 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 CVR Energy 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 CVR Energy ABL is scheduled to mature on June 30, 2027.

As of December 31, 2024 and 2023, total availability under the CVR Energy ABL and CVR Partners variable rate asset based revolving credit facilities aggregated $277 million and $288 million, respectively. The CVR Energy ABL also had $24 million and $26 million of letters of credit outstanding as of December 31, 2024 and 2023, respectively.

Food Packaging

Viskase’s debt primarily consists of a credit agreement providing for a $134 million term loan and a $10 million revolving credit facility. The interest rate on Viskase’s term loans were 7.49% and 7.40% as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the total availability under the term loan aggregated $25 million and $30 million, 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. On February 14, 2025, Viskase entered into an amendment to its credit agreement providing for, among other things, a waiver of any events of default relating to financial covenants under the credit agreement for the measurement period ended December 31, 2024, and greater flexibility for the measurement of the financial covenants for each of the fiscal quarters in 2025.

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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 $3 million, $4 million and $5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Consolidated Maturities

The following is a summary of the maturities of our debt as of December 31, 2024:

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Year

    

Amount

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(in millions)

2025

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$

35

2026

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850

2027

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1,707

2028

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950

2029

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2,458

Thereafter

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750

Total debt payments (excluding financing lease payments)

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6,750

Less: unamortized discounts, premiums and deferred financing fees

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(24)

Financing leases (Note 12)

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83

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$

6,809

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