Item 5. Other Information
Item 5. Other Information
On May 5, 2022, Icahn Enterprises entered into Amendment No. 1 (the “ Amendment ”) to the Management Agreement, dated as of October 1, 2020 (the “ Manager Agreement ”), by and among Icahn Enterprises, Icahn Capital LP, a Delaware limited partnership (the “ General Partner ” and together with the Icahn Enterprises, the “ Employer ”), Brett Icahn, Isthmus LLC, a Delaware limited liability company wholly-owned by Brett Icahn (“ Isthmus ”), Icahn Partners LP, a Delaware limited partnership (“ Icahn Partners ”), and Icahn Partners Master Fund LP, a Delaware limited partnership (“ Icahn Master Fund ” and together with Icahn Partners, the “ Funds ”).
Under the Manager Agreement, Brett Icahn serves as the portfolio manager of the Mesa Portfolio, a designated portfolio of assets within the Funds (the “ Mesa Portfolio ”). Additionally, Brett Icahn provides the River Services (as defined in the Manager Agreement) upon the request of Icahn Enterprises and Icahn Capital, which can entail providing research, analysis and advice with respect to certain securities in the River Portfolio, a designated portfolio of assets within the Funds (together with the Mesa Portfolio, the “ Existing Portfolios ”).
Pursuant to the terms of the Amendment, the Manager Agreement was amended to, among other things, allow the Funds to add, from time to time, two additional separately tracked investment portfolios designated as the Mesa 2.0 Portfolio and the River 2.0 Portfolio (each an “ Additional Portfolio ”), in addition to the Existing Portfolios. The activities of each Additional Portfolio will not be subject to the Manager Agreement, while the activities of the Existing Portfolios will continue to be conducted pursuant to the Manager Agreement. Brett Icahn will have no obligations under the Manager Agreement with respect to each Additional Portfolio.
In addition, under the Amendment, the Employer and Brett Icahn may, from time to time, agree that any (i) securities of an issuer which are held from time to time in the Mesa Portfolio or (ii) any property received by the Funds in exchange therefor pursuant to any merger, exchange offer, like kind exchange offer or other transaction (a “ Mesa Position ”), will be deemed to have been (x) sold for cash, in such amounts and at such times and prices as may be agreed by the Employer (with the approval of the board of directors of the General Partner or the audit committee thereof) and Brett Icahn, each in their sole and absolute discretion (it being understood and agreed that such deemed sale prices will be based generally on the trading prices of the applicable securities at the time of such deemed sales, as reasonably adjusted to take into account liquidity and other relevant factors), and (y) purchased by the Mesa 2.0 Portfolio in the same amounts and at the same times and prices as applicable to such deemed sale. Such deemed sale would be considered a permitted sale under the Manager Agreement and the Individual Hurdle Amount, Individual Mesa Expenses, Individual Mesa Net Profit Amount and Individual Mesa P&L Amount (all as defined in the Manager Agreement) will be calculated as of the time of such deemed sale.
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Further, neither Isthmus, Brett Icahn nor their affiliates will, or will be eligible to, make or hold investments in each Additional Portfolio (or in any securities held by each Additional Portfolio).
Except as specifically provided for in the Amendment, the Manager Agreement remains in full force and effect and none of the provisions described in the Amendment are intended to alter Brett Icahn’s employment status with the Employer for any purpose.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed hereto as Exhibit 10.1 and is incorporated by reference herein.
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Item 6. Exhibits
Exhibit No.
Description
10.1
Amendment No. 1 dated May 5, 2022 to the Management Agreement, dated as of October 1, 2020, by and among Icahn Enterprises, Icahn Capital LP, Brett Icahn, Isthmus LLC, Icahn Partners LP, and Icahn Partners Master Fund LP.
31.1
Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2
Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and Rule 13a-14(b) of the Securities Exchange Act of 1934.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
104
Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Icahn Enterprises L.P.
By:
Icahn Enterprises G.P. Inc., its
general partner
By:
/s/David Willetts
David Willetts,
President, Chief Executive Officer and Director
By:
Icahn Enterprises G.P. Inc., its
general partner
By:
/s/Ted Papapostolou
Ted Papapostolou,
Chief Financial Officer, Chief Accounting Officer and Director
Date: May 6, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.