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
26, 2007
AMERICAN
REAL ESTATE PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9516
|
13-3398766
|
|
(State
of Incorporation)
|
(Commission File
Number)
|
(I.R.S.
Employer Identification
No.)
|
767
Fifth Avenue, Suite 4700
New
York, New York 10153
(Address
of principal executive offices)(Zip code)
(212)
702-4300
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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. (“AREP”) completed
the previously announced sale of $600 million of its Variable Rate Senior
Convertible Notes due 2013 (the “Notes”) pursuant to a Securities Purchase
Agreement with 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”). As previously announced,
AREP sold an aggregate of $200 million of the Notes to Ramius Capital and
Highbridge on April 5, 2007. On April 16, 2007, AREP sold an additional $300
million of the Notes to Ramius Capital and Highbridge pursuant to an option
AREP
had granted to Ramius Capital and Highbridge under the Securities Purchase
Agreement. On April 25, 2007, Ramius Capital and Highbridge notified the Company
that they were exercising the final remaining option under the Securities
Purchase Agreement to purchase an additional $100 million of the Notes. No
further options remain and no additional Notes will be issued under the
Securities Purchase Agreement. All of the Notes were sold in a private placement
pursuant to Section 4(2) of the U.S. Securities Act of 1933 (the “Securities
Act”).
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
27, 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
99.1
- Press
release dated April 27, 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.
|
|
|
|
| Date: April 27, 2007 |
By: |
AMERICAN PROPERTY INVESTORS, INC., its General
Partner |
| |
|
|
| |
By: |
/s/ Keith
A Meister |
| |
Keith
A. Meister
Principal
Executive Officer
|
| |
|