Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt

11. Debt

Debt consists of the following:

	December 31,
	2020		2019
	(in millions)
Holding Company:
5.875% senior unsecured notes due 2022	$	—	$	1,345
6.250% senior unsecured notes due 2022		1,209		1,211
6.750% senior unsecured notes due 2024		499		498
4.750% senior unsecured notes due 2024		1,106		498
6.375% senior unsecured notes due 2025		748		748
6.250% senior unsecured notes due 2026		1,250		1,250
5.250% senior unsecured notes due 2027		999		747
		5,811		6,297
Reporting Segments:
Energy		1,691		1,195
Automotive		368		405
Food Packaging		151		268
Metals		16		7
Real Estate		1		2
Home Fashion		21		18
		2,248		1,895
Total Debt	$	8,059	$	8,192

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 January 2020, the Issuers issued $600 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 notes, together with cash on hand, were used to repay in full our prior outstanding $1.35 billion principal amount of 5.875% senior unsecured notes due 2022, and to pay accrued interest, related fees and expenses.

In May and June 2019, the Issuers issued $1.250 billion in aggregate principal amount of 6.250% senior unsecured notes due 2026. The proceeds from these notes, together with cash on hand, were used to redeem all of the prior outstanding 6.000% senior unsecured notes due 2020 and to pay accrued interest, related fees and expenses.

In September 2019, the Issuers issued $500 million in aggregate principal amount of 4.750% senior unsecured notes due 2024. The proceeds from these notes were used for general limited partnership purposes.

In December 2019, the Issuers issued $750 million in aggregate principal amount of 5.250% senior unsecured notes due 2027. The proceeds from these notes were used for general limited partnership purposes.

In January 2017, the Issuers issued $500 million in aggregate principal amount of 6.750% senior unsecured notes due 2024 and $695 million in aggregate principal amount of 6.250% senior unsecured notes due 2022. The proceeds from these notes were used to redeem all of the prior outstanding senior unsecured notes due 2017 and to pay accrued interest, related fees and expenses.

In December 2017, the Issuers issued $750 million in aggregate principal amount of 6.375% senior unsecured notes due 2025 and an additional $510 million in aggregate principal amount of its existing 6.250% senior unsecured notes due 2022. The proceeds from these notes, together with cash on hand, were used to redeem all of the prior outstanding senior unsecured notes due 2019 and to pay accrued interest, related fees and expenses.

Icahn Enterprises recorded a loss on extinguishment of debt of $4 million in 2020 and a gain on extinguishment of debt of $2 million in 2019 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. The indentures also restrict the incurrence of debt or the issuance of disqualified stock, as defined in the indentures, with certain exceptions. In addition, the indentures require that on each quarterly determination date, we and the guarantor of the notes (currently only Icahn Enterprises Holdings) maintain certain minimum financial ratios, as defined therein. The indentures also restrict the creation of liens, mergers, consolidations and sales of substantially all of our assets, and transactions with affiliates. Additionally, each of the senior unsecured notes outstanding as of December 31, 2020, except for the 4.750% senior unsecured notes due 2024 and the 5.250% senior unsecured notes due 2027, 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, 2020 and 2019, we were in compliance with all covenants, including maintaining certain minimum financial ratios, as defined in the indentures. Additionally, as of December 31, 2020, 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.

Subsequent Event

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

Reporting Segments

Energy

CVR Energy’s debt primarily consists of $600 million in aggregate principal amount of 5.25% senior unsecured notes due 2025 and $400 million in aggregate principal amount of 5.75% senior unsecured notes due 2028 (each issued by CVR Energy) and $645 million in aggregate principal amount of 9.25% senior secured notes due 2023 (issued by CVR Partners). Interest for each of these notes are accrued and paid based on contractual terms.

The $600 million in aggregate principal amount of 5.25% senior unsecured notes due 2025 and $400 million in aggregate principal amount of 5.75% senior unsecured 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 unsecured notes due 2022 (issued by CVR Refining). The remaining net proceeds will be used for CVR Energy’s general corporate purposes. In connection with these transactions, our Energy segment recorded a loss on extinguishment of debt of $8 million.

The senior secured notes issued by CVR Refining are jointly and severally guaranteed on a senior secured basis by the wholly owned subsidiaries of CVR Energy with the exception of CVR Partners and its subsidiaries and certain immaterial wholly owned subsidiaries of CVR Energy. The senior secured notes issued by CVR Partners are guaranteed on a senior secured basis by all of CVR Partners’ existing subsidiaries.

The indentures governing these notes contain certain covenants that restrict the ability of the issuers and their restricted subsidiaries from incurring additional debt or issue 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, 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.

As of December 31, 2020 and 2019, total availability under CVR Refining and CVR Partners variable rate asset based revolving credit facilities aggregated $385 million and $443 million, respectively. CVR Refining also had $35 million and $7 million of letters of credit outstanding as of December 31, 2020 and 2019.

Automotive

Icahn Automotive’s debt primarily consists of an asset-based revolving credit facility with variable interest rates. Icahn Automotive debt outstanding under this credit facility was $350 million and $382 million as of December 31, 2020 and 2019, respectively, and matures in the third quarter of 2021. Interest for the credit facility is accrued and paid based on contractual terms. The interest rate on the credit facility was 2.01% and 4.15% as of December 31, 2020 and 2019, respectively. Substantially all of Icahn Automotive’s assets are pledged as collateral under the above credit facility.

As of December 31, 2020 and 2019, there was availability under revolving credit facilities of $96 million and $107 million, respectively. Icahn Automotive also had $45 million and $41 million of letters of credit outstanding as of December 31, 2020 and 2019, respectively.

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 3.72% and 5.19% as of December 31, 2020 and 2019, 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 $4 million, $6 million and $5 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Consolidated Maturities

The following is a summary of the maturities of our debt:

Year	Amount
	(in millions)
2021	$	400
2022		1,213
2023		777
2024		1,600
2025		1,350
Thereafter		2,651
Total debt payments (excluding financing lease payments)		7,991
Less: unamortized discounts, premiums and deferred financing fees		(13)
Financing leases (Note 10)		81
	$	8,059