View:
United States securities and exchange commission logo
February 28, 2022
Jesse Lynn, Esq.
General Counsel
Icahn Enterprises L.P.
16690 Collins Ave., PH-1
Sunny Isles Beach, FL 33160
Re: Southwest Gas
Holdings, Inc.
Schedule TO-T, as
amended
Filed January 26,
2022 by IEP Utility Holdings LLC, Icahn Enterprises
Holding L.P., Icahn
Enterprises L.P. , Icahn Enterprises G.P. Inc., Beckton
Corp. and Carl C.
Icahn
File No. 5-89940
Dear Mr. Lynn:
We have reviewed Amendment No. 14 to the Schedule TO filed on
January 26, 2022 and
have the following comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 14 to Schedule TO filed on January 26, 2022
General
1. Please refer to our
comment letter dated February 28, 2022 regarding the related proxy
statement filed on
February 15, 2022 by Carl C. Icahn et al. and revise the tender offer
disclosure to include
conforming disclosure, as applicable.
2. Please provide an
update as to the status of IEP Utility s various applications for the
required regulatory
approvals and whether IEP Utility expects to receive the required
approval prior to the
Annual Meeting.
3. We note the disclosure
indicating that the Offeror will enter into one or more Trust
Agreements with
independent third-party trustees to form one or more statutory trusts
under Delaware law and
that upon the closing of the Offer, if Shares are tendered that
Jesse Lynn, Esq.
FirstName LastNameJesse Lynn, Esq.
Icahn Enterprises L.P.
Comapany28,
February NameIcahn
2022 Enterprises L.P.
February
Page 2 28, 2022 Page 2
FirstName LastName
would result in the Offeror and its affiliates holding more than 24.9%
of the Shares, then
all Shares in excess of 24.9% will be transferred to one or more
independent Trusts with
each Trust being independent of the other trusts and not owning more
than 24.9% of all
the Shares. The disclosure also indicates that the Trust Agreements
will require that the
trustee for each Trust vote the Shares held in such Trust in the
independent trustee s sole
and absolute discretion without consultation with the Offeror and its
affiliates.
As noted in Exchange Act Rule 14d-1(g)(2), the term bidder is
defined as any person
who makes a tender offer or on whose behalf a tender offer is made.
Thus, the bidder
concept encompasses persons or entities other than the actual
purchaser of securities in a
tender offer. Please refer to the factors discussed in Identifying
the Bidder in a Tender
Offer in Section II.D.2 of the Current Issues and Rulemaking
Projects Outline
(November 14, 2000) available on our web site at
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_tor.htm. With
a view towards
revised disclosure, please tell us what consideration you have given
to including either
now, or at such point in the future when the Trusts are created, the
Trusts and related
independent third party trustees as bidders. In responding to this
comment, consider the
disclosure referenced above as well as the disclosure suggesting that
the Trusts:
will be formed for the purpose of eliminating as a condition to
the Offer the
requirement to obtain approvals from the regulators in Arizona,
California and
Nevada prior to the closing of the Offer;
will beneficially own the securities purchased by the named
bidder in the tender
offer; and
will benefit from the transaction by virtue of becoming owner
of up to 24.9% of the
Shares.
In addition to the factors noted, please also consider that a
stockholder may consider
material to its decision whether to tender into the Offer (or
alternatively, remain as a
stockholder and participate in the Company s future prospects)
information regarding the
Trusts as fellow shareholders shareholders that individually or in
the aggregate may
potentially hold a significant, or even controlling, amount of shares
of the Company s
common stock. Such information could include, without limitation, the
bidder s identity
and background, any borrowings by the co-bidder for the purposes of
the tender offer and
any plans or proposals that would result in, among other things, an
extraordinary
transaction between the co-bidder and the target company. As a
reminder, to the extent
that you add additional parties as bidders, please be aware that you
must include all of the
disclosure required by Schedule TO as to such parties individually.
You may also be
required to disseminate revised offer materials and to extend the
length of the offer,
depending on the materiality of any new information provided.
Jesse Lynn, Esq.
Icahn Enterprises L.P.
February 28, 2022
Page 3
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameJesse Lynn, Esq.
Division of
Corporation Finance
Comapany NameIcahn Enterprises L.P.
Office of Mergers &
Acquisitions
February 28, 2022 Page 3
cc: Todd E. Mason
FirstName LastName