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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 16, 2007
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AMERICAN REAL ESTATE PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-9516 13-3398766
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
767 Fifth Avenue, Suite 4700
New York, New York 10153
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(Address of principal executive offices)(Zip code)
(212) 702-4300
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4 (c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF- BALANCE SHEET ARRANGEMENT OF REGISTRANT
American Real Estate Partners, L.P. (NYSE: ACP) ("AREP") today
announced that it had sold an aggregate of $300 million of its Variable Rate
Senior Convertible Notes due 2013 (the "Notes") to Portside Growth and
Opportunity Fund, an investment fund managed by Ramius Capital Group, LLC
("Ramius Capital"), and an investment fund managed by Highbridge Capital
Management, LLC ("Highbridge"), pursuant to an option granted to Ramius Capital
and Highbridge under a Securities Purchase Agreement entered into among the
Company, Ramius Capital and Highbridge. As a result, to date, AREP has sold a
total of $500 million of the Notes. The Notes were sold in a private
placement pursuant to Section 4(2) of the U.S. Securities Act of 1933 (the
"Securities Act").
As previously announced, AREP entered into the Securities Purchase
Agreement with Ramius Capital and Highbridge on April 4, 2007, pursuant to which
AREP sold an aggregate of $200 million of the Notes to Ramius Capital and
Highbridge on April 5, 2007. Under the terms of the Securities Purchase
Agreement, AREP granted Ramius Capital and Highbridge an option through April
13, 2007 to purchase up to an additional $400 million in aggregate principal
amount of the Notes. On April 12, 2007, Ramius Capital and Highbridge notified
the Company that they were exercising such option with respect to an additional
$300 million in aggregate principal amount of the Notes.
Under the terms of the Securities Purchase Agreement, AREP now has the
right, until May 5, 2007, to place an additional $100 million in aggregate
principal amount of the Notes with other investors, subject to an option granted
to Ramius Capital and Highbridge to purchase such additional Notes on or before
April 25, 2007.
The Notes bear interest at a rate of LIBOR minus 125 basis points, but
no less than 4.0% nor higher than 5.5%, and are convertible into Depositary
Units of AREP at a conversion price of $132.595 per share, subject to
adjustments in certain circumstances.
The Notes have not been and will not be registered under the Securities
Act and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the Securities
Act.
In connection with the sale of the Notes, AREP and the Initial Buyers
have entered into a Registration Rights Agreement, pursuant to which AREP has
agreed to file one or more shelf registration statements with respect to resales
of Depositary Units issuable upon conversion of the Notes.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The information provided in Item 2.03 regarding the issuance and terms
of the Variable Rate Senior Convertible Notes is hereby incorporated by
reference.
The Notes are being issued in a private placement pursuant to Rule 144A
and Section 4(2) of the Securities Act and Rule 506 of Regulation D as
promulgated by the SEC under the Securities Act.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS
On April 17, 2007, the Company issued a press release, a copy of which
is furnished as Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(D) EXHIBITS
EXHIBIT 10.44 - Form of Variable Rate Senior Convertible Notes due 2013
EXHIBIT 99.1 - Press release dated April 17, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN REAL ESTATE PARTNERS, L.P.
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(Registrant)
Date: April 17, 2007 By: AMERICAN PROPERTY INVESTORS, INC.,
its General Partner
By: /s/ Keith A Meister
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Keith A. Meister
Principal Executive Officer