Additional Tax Disclosure. Notwithstanding any other provision in this Agreement, unless otherwise agreed to by the Parties in writing, each of the Parties agrees to provide to the other Party, in writing, the following additional information for the purposes of assisting the other Party with the application of Taxes to the Parties in respect of this Agreement:
Additional Tax Disclosure. The notes will be issued with original issue discount for U.S. federal income tax purposes. Please see the discussion under “Additional Material U.S. Federal Income Tax Considerations—Tax Treatment of U.S. Holders—Original Issue Discount” in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxxx://xxx.xxx.xxx. Alternatively, the issuer or the underwriters will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Xxxxxx Xxxxxxx & Co. LLC toll-free at 0-000-000-0000, X.X. Xxxxxx Securities LLC toll-free at 0-000-000-0000 or UBS Securities LLC at 0-000-000-0000. This communication should be read in conjunction with the preliminary prospectus supplement dated May 8, 2012 and the accompanying prospectus. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent it is inconsistent with the information in such preliminary prospectus supplement or the accompanying prospectus. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. EXHIBIT A OPINION OF K&L GATES LLP EXHIBIT B May 8, 2012 Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC UBS Securities LLC As Representatives of the several Underwriters named in Schedule A c/o Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx Xxxxxx New York, New York 10010-3629 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10179 c/o UBS Securities LLC 000 Xxxx Xxxxxx New York, New York 10171 Ladies and Gentlemen: In consideration of the agreement of Credit Suisse Securities (USA...
Additional Tax Disclosure. The Notes are being issued with original issue discount (“OID”) for U.S. federal income tax purposes. The amount of OID with respect to the Notes is equal to the excess of the stated principal amount of the Notes over the “issue price” (which equals the “Offering Price” listed above) of the Notes. A U.S. holder, whether on the cash or accrual method of tax accounting, generally will be required to include the OID in income for U.S. federal income tax purposes as it accrues on a constant yield basis in advance of the receipt of cash payments to which such income is attributable. A U.S. holder will be required to include the OID in income (as ordinary income), in addition to the inclusion of stated interest, and generally will be required to include in income increasingly greater amounts of OID in successive accrual periods. A U.S. holder’s tax basis in a Note will be increased by any OID previously included in income with respect to the Note. U.S. holders are urged to consult their tax advisors regarding the tax consequences applicable to them as a result of the Notes being issued with OID for U.S. federal income tax purposes. Affiliate note purchases: In connection with the offering, one or more affiliates of Icahn Enterprises L.P. (“IEP”) are purchasing an aggregate principal amount of the notes of $25.0 million. IEP is an affiliate of the Issuers. Because one or more affiliates of the Issuers are purchasing notes in this offering which will be held through DTC, it is unlikely the Issuers will ever be able to determine if the requisite holding period under Rule 144 has been satisfied with respect to any holder and therefore unlikely the Issuers will ever be able to remove the restrictive legend from the notes. We expect that delivery of the Notes will be made against payment therefore on or about June 10, 2016, which will be five business days following the date of pricing of the Notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to p...
Additional Tax Disclosure. The following discussion supplements the discussion under the heading “Additional Material U.S. Federal Income Tax Considerations” in the prospectus supplement. Terms used in this discussion but not defined in this discussion have the meanings ascribed to them elsewhere in the prospectus supplement or in “Material Federal Income Tax Considerations” in the prospectus. You should refer to the discussion in the prospectus supplement under the heading “Additional Material U.S. Federal Income Tax Considerations” for a discussion of the tax consequences of the acquisition, ownership and disposition of the notes. The notes will be issued with original issue discount (“OID”) for U.S. federal income tax purposes in an amount equal to the excess of the “stated redemption price at maturity” of the notes over their “issue price”. Generally, a debt instrument will be issued with OID if the excess of the “stated redemption price at maturity” of the debt instrument over its “issue price” is equal to or greater than a de minimis amount (generally 1/4 of 1% of the debt instrument’s stated redemption price at maturity multiplied by the number of complete years from its issue date to its maturity date). The “stated redemption price at maturity” of the notes is the sum of all payments to be made under the notes other than payments of “qualified stated interest.” All of the stated interest on the notes will be qualified stated interest, and thus the stated redemption price at maturity will equal the stated principal amount of the notes. The “issue price” of the notes is the first price at which a substantial amount of the notes is sold other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. A U.S. Holder will be required to accrue and include OID in gross income as ordinary income using a constant yield method, in advance of the receipt of the cash payment attributable to the OID, regardless of the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes. The amount of OID that a U.S. Holder must include in gross income for each taxable year is the sum of the daily portions of OID that accrue on the U.S. Holder’s notes for each day of the taxable year during which the U.S. Holder held the notes. The daily portion of OID is determined by allocating to each day of an accrual period (generally, the period between interest payment dates or compounding dates) a pro rata po...
