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The billionaire investor, who sits on a handful of corporate boards, never goes long without making the news.
2010
July 20: Carl
Icahn ends his 10-day truce with Lions
Gate Entertainment Corp. by instituting another tender offer for shares in the studio that the activist investor
doesn't already own. The purchase price in the new offer is
$6.50 per share in cash. - Richard Morgan
May 21: Carl Icahn extends his cash offer to purchase up to all of the outstanding stock of Lions Gate Entertainment Corp. for $7.00 per share. The full tender is now set to expire on June 1. The activist investor also castigated Lions Gate management for securing "golden parachutes" and amassing a professional armada to defend against a change of control. - Richard Morgan
May 6: As corporate raider Carl Icahn tries to oust Genzyme Corp. chief executive Henri Termeer and three fellow board members, the biotech company says that it plans to buy back $2 billion of its stock from shareholders and is looking to unload three of its business units. - Kenneth Bredemeier and Lisa Allen Apr. 28: A Canadian regulatory body voids Lions Gate Entertainment Corp.'s poison pill, dealing a blow to the film company's attempt to stave off a bid by activist shareholder Carl Icahn. - Peter Moreira
Apr. 16: Carl Icahn raises his hostile bid for Lions Gate Entertainment Corp. to about $826 million and says he would replace the board if successful. The offering will expire on May 14 and depends on
Icahn receiving at least 50.1% of the studio's 118 million shares. - Peter Moreira
Apr. 9: Lions Gate Entertainment Corp. announces that it has received an endorsement for its proposed poison pill from independent proxy advisory Glass Lewis & Co. LLC. The so-called mini-major studio trumpeted the endorsement as a rebuttal to the $6 per share offer that activist investor Carl Icahn has had on the table since February. - Richard Morgan
Mar. 19: Carl Icahn turns his partial tender offer for shares of Lions Gate Entertainment Corp. into a full tender offer. The full tender, like the partial one before it, is for $6 per share. - Richard Morgan
Mar. 1: Carl Icahn, who on Feb. 16 tendered for up to 13.2 million Lions Gate shares for $6 apiece, stands to benefit from Miramax's sale. Never mind that his tender offer -- with a day-one premium of 12% -- promises to trigger a change of control provision that wreaks havoc with Lions Gate debt. - Richard Morgan
Feb. 16: Carl Icahn files a law suit against Texas hedge fund Q Investments LP over a lawsuit that Q filed in January. The investor charges that Q's newest litigation over options to purchase Federal-Mogul Corp. shares was maliciously timed to disrupt a $2 billion notes offering by Icahn Enterprises LP. - Chris Nolter
Jan 4: Icahn set to control two more companies: Icahn Enterprises, a master limited partnership controlled by billionaire Carl Icahn,
expects to issue depositary units of about $375 million for a 54% stake
in American Railcar, which manufactures and repairs hopper and tanker
railcars, and a 70% stake in Viskase Cos., a supplier of food casings. - Donna Block
Dec. 31: Icahn, Beal file rival plan for Trump Entertainment: Two weeks after the billionaire's Icahn Partners LP and certain affiliates acquired 51% of the first-lien debt owed by TER
to Beal Bank, Icahn and the institution on Dec. 29 filed their
reorganization plan for the Atlantic City casino empire with the U.S.
Bankruptcy Court for the District of New Jersey in Camden. - Ben Fidler
Dec. 18: Icahn ups stake in Take-Two: Activist investor Carl Icahn increased his stake in Take-Two Interactive Software Inc. to 11.3% and may seek talks with the company, which publishes the popular "Grand Theft Auto" video games. Icahn and affiliated funds built up their stake in Take-Two to roughly 9.1 million shares in recent weeks, according to a regulatory filing made Thursday, with the Securities and Exchange Commission. - Donna Block
Dec. 17: Fontainebleau wins final DIP nod: Fontainebleau Las Vegas Holdings LLC has cashed in on a $51.21 million debtor-in-possession loan that serves as a piece of Carl Icahn's bid for Fontainebleau's unfinished Sin City gaming complex. - Ben Fidler
Dec. 2: Icahn wins stalking-horse position for Fontainebleau: At a bidding procedures hearing on Nov. 23, billionaire investor Carl Icahn pushed aside former stalking-horse bidder Nevada Gaming Ventures Inc.,
which initially offered $101.5 million for the debtor through a $51.5
million debtor-in-possession loan and $50 million in cash. - Jamie Mason
Oct. 27: Icahn offers to buy out smaller CIT noteholders: Claiming
the largest holding of the lender's debt, Icahn said if CIT's prepack
or comprehensive debt exchange plan fails and the company falls into a
full-fledged bankruptcy, he will launch a 30-day tender offer in which
smaller debtholders can have a put option to sell bonds to him at 60%
of par, according to a Tuesday open letter to CIT's "smaller holders." - Michael Rudnick
Oct. 26: Carl Icahn is stepping down from Yahoo! Inc.'s board. In
a letter to Yahoo!'s board late Friday, Icahn not only praised its new
management team but also its plans for an Internet search partnership
with Microsoft Corp. - Donna Block
Aug. 10: Icahn vows to return to blogging by fall: Outspoken billionaire activist investor Carl Icahn has been keeping a low profile on the blogging front with his The Icahn Report, not posting an entry since April. If you miss Icahn's musings, don't worry. He told the Post: "We'll be back in the fall." - Gerald Magpily
June 18: Lights, camera, Icahn!: Billionaire investor Carl Icahn still has Lions Gate Entertainment Corp.
in his sights and in a filing with the Securities and Exchange
Commission on Wednesday noted that he now owns 16.9% of the boutique
movie studio. - Donna Block
June 16: Court OK leaves only regulatory hurdle for Trop AC sale: A New Jersey judge has approved the sale of the Garden State's largest casino after nobody but a group of debtholders, including Carl Icahn , were willing to roll the dice. Bankrupt Adamar of New Jersey Inc. won court approval to sell the Tropicana Casino & Resort in Atlantic City, N.J., to a group led by Credit Suisse Group that includes Icahn, after canceling a Section 363(a) auction because no competing bids emerged. - John Blakeley
June 10: Biogen concedes second board seat to Icahn: The results of the contentious election give the investor a foothold from which to push for drastic changes at the company. - Alex Lash
This, after: Biogen concedes one board seat to Icahn: June 4.
June 9: WCI Communities files reorganization plan: Senior secured lenders get a 95% stake and about $416
million in first-lien debt. - John Blakeley
June 5: Icahn to rule Atlantic City once more: Icahn appears poised to return to Atlantic City with bankrupt Adamar of New Jersey Inc., heading to court to seek approval of a deal to sell its assets to the dealmaker's group. - Ben Fidler
June 4: Credit Suisse, Icahn win no-show Trop AC auction: The uncontested bidders will buy the casino and resort at a huge discount for $200 million. Last year, offers for the property reached as high as $950 million. - Ben Fidler
Meanwhile, Will state jump into Icahn's Biogen Idec saga?:
With Biogen Idec confirming the appointment of Icahn's nominee
Alexander Denner as a director, will the state of Massachusetts'
biotech fund try to engage the investor to save jobs? - Matthew Wurtzel
And Icahn near Biogen Idec victory: Popularity of activist investor Icahn's proposal to split up biotechnology company Biogen Idec may be why the company suspended its annual shareholder meeting. - Alex Lash
May 12: Icahn seeks split of Biogen Idec into two entities: The billionaire investor pushes to divide the company into
neurology and cancer divisions. In launching a new proxy fight, Icahn is
promising to do for Biogen what he did for ImClone. - Donna Block
April 30: Amylin allows Icahn, Eastbourne to discuss proxy fight: Communication could result in merged slate of director nominees. - Scott Stuart
April 23: Money men cross steel: Icahn gets the go-ahead from Delaware judge to join plaintiff investor group on Steel Partners' reverse merger. - Michael Rudnick
April 22: Icahn to Amylin: War's not over: The irrepressible corporate raider levels a counterattack against the pharmaceutical company, qualifying his attempts to press a sale to Eli Lilly. - Micahel Rudnick
April 21: Amylin, Icahn continue to tangle: The corporate raider reportedly threatens to use his relationship with Eli Lilly to force a sale. - Scott Stuart
Meanwhile, Icahn extends Lions Gate debt bid: Most of the movie studio's noteholders have shunned the offer, which the activist investor has not changed. - Richard Morgan
April 15: Amylin proxy votes fight drags on: Icahn Capital and Eastbourne look to change a minority of the biotech company's board. - Scott Stuart
April 3: Amylin proxy battle heats up: The SEC weighs in on Eastbourne's challenge. - Scott Stuart
April 1: Steel Partners investors join Icahn: The suit by 12 LPs in Warren Lichtenstein's hedge fund resists his IPO plan. - Michael Rudnick
March 31: Icahn group bids $200M for Tropicana: The offer values the casino and resort at a far lower figure than what they were worth only a few months ago. - Ben Fidler
March 27: Lions Gate neutral on Icahn's offer: But the film and TV studio warns a change in control could trigger a default. - Lou Whiteman
March 19: Steel Partners offers concessions on IPO plan: The revised proposal will give limited partners more
liquidity. - Michael Rudnick
March 18: Lear Corp. on the ropes: Affected by the serve slump in the auto industry, the parts supplier hires advisers to assess its options. - Demitri Diakantonis
March 18: Rachesky has Icahn looking over shoulder: Rachesky's possible ambitions for a board seat at Lions Gate may prove a minor road block to Icahn. - Gerald Magpily
March 18: Lions Gate gets help; Icahn offers premium: The film studio reportedly has retained legal and financial advisers for its defense against a possible takeover. - Richard Morgan
March 17: Lions Gate hires new guard: The studio hired Morgan Stanley and law firm Wachtell, Lipton, Rosen & Katz as its defense team against Icahn, according to Reuters. - Gerald Magpily
March 12: Lions Gate resists Icahn's big plans: The studio's insistence on a standstill agreement sours its relationship with the investor. - Richard Morgan
March 11: Icahn, Lions Gate end talks: Investor had been seeking seats on the film studio's
board. - Chris Nolter
March 10: Amylin and shareholders feel strain: Eastbourne pushes for significant changes on barriers to a proxy contest. - Scott Stuart
March 9: Icahn may have big plans for Lions Gate: The investor could use the studio to boost his holdings in Blockbuster and Yahoo!. - Richard Morgan
March 5: Slim, Icahn and Malone lead media debt feast: Investors are turning to acquiring secured debt in financially starved media companies to establish a foothold. - Gerald Magpily
Feb. 24: Biogen hires for M&A, may buy Acorda Therapeutics: Call it a coincidence, but Biogen Idec just hired a former M&A lawyer and venture capital veteran as Bloomberg reports the firm is in talks to acquire Acorda Therapeutics Inc. The potential deal is apparently to gain an experimental pill for patients with multiple sclerosis, something Merck KGaA and Novartis AG are trying to bring to market first. - Baz Hiralal
Feb. 11: Icahn loses bid for early trial against Steel Partners: The activist bucks a move by the hedge fund to merge into a public shell. - Michael Rudnick
Jan. 14: Icahn's stimulus package envisions an end to exclusivity: America's bankruptcy laws would look a whole lot different if corporate raider and self-styled shareholder activist Icahn had a say in it. Icahn is no stranger to bankruptcy. He has put companies he owns into it, and he's bought many an asset out of it. And he thinks giving a debtor an exclusive period to submit a reorganization plan stinks. Or so he writes in a recent piece on The Wall Street Journal's op-ed page. - Carolyn Okomo
Dec. 22: Realogy scraps debt exchange offer: The Apollo Management LP-backed real estate brokerage reverses course
after Icahn successfully challenges the transaction in court. - Christine Idzelis
Dec. 3: Apollo's Black again plays a foil for Icahn: Despite activist investor, blogger and amateur comedian Icahn's lawsuit against Apollo-backed real estate brokerage Realogy Corp., which does business as Century 21, Coldwell Banker and Corcoran, over its debt exchange offer, there is no love lost between Icahn and Apollo's founder Leon Black, who both go back about 25 years when Black was a young banker at Drexel Burnham & Lambert. Icahn made light of their history in one of his amateur comedy routines at Caroline's a few years ago. - Matthew Wurtzel
Dec. 2: Icahn sues Realogy over debt exchange: The suit says it violates agreements under the senior toggle note indenture and would result in a fraudulent transfer of assets. - Christine Idzelis"Is billionaire Carl Icahn tightening his belt to put away for a rainy
day amid tumultuous times?" The Deal's Michael Rudnick wondered
Oct. 20. The billionaire activist investor is said to be selling his
172-foot yacht for $37.5 million, according to New York blog Cityfile
and a New York Post report.
Either way, the dealmaking goes
on. Also, Icahn said in a regulatory filing he had boosted his
stake in Lions Gate Entertainment, taking it from 3.7% to 9.2%. He
spent $86.3 million on new shares, bringing, alongside affiliates, his
total to more than 10.8 million shares in the studio, Reuters noted, adding that it raises questions about what he might be contemplating.
Oct. 16: Icahn on the bailout:
Icahn, while not entirely critical of the Federal Reserve and U.S.
Treasury's bailout plan, did criticize them for seeking to bring
private money into the suffering banks before addressing the management
that helped bring them down. He begged the question of how can you put
money into the banks "when you still gotta be stuck with these clowns."
- Michael Rudnick
The blogging continued, as well. See: The Icahn Report: Financial disaster ignited by lax boards; Icahn complains (again) about how companies dis dissidents; and Icahn does not see eye-to-eye with Lipton on beer deal.
But back to the deals.
ImClone: ImClone Systems Inc., of which Icahn is chairman, accepted in early October a $6.5 billion, or $70 per share, offer, from Eli Lilly and Co. The biotech had been fielding an unsolicited $4.5 billion takeover proposal from partner Bristol-Myers Squibb Co., later sweetened to $4.7 billion or $62 per share. To the surprise of few, Icahn rejected Bristol-Myers' $60 per share bid for the 83% of ImClone it does not already own as too low, and he said Aug. 4 the board was considering splitting the company in two. He later unveiled a rival offer from an unnamed bidder, later revealed to be Eli Lilly. Icahn won control of the biotech's board after a drawn-out fight in 2006. See more below.
WCI: WCI Communities Inc., the Bonita Springs, Fla., homebuilder of which Icahn serves as chairman having won board seats in 2007, filed for Chapter 11 Aug. 4 after noteholders scoffed at plans to restructure $125 million in debt. It's the largest homebuilder to seek protection this year, and Magpily was long-predicting a filing. See Dealwatch: Homebuilders and bankruptcy for more.Motorola: Motorola Inc. is cutting the fat in advance of its plans to split into two independent, publicly traded companies. And France's Safran is diving deeper into U.S. homeland security with its purchase Oct. 15 of the cell-phone maker's biometrics business. - Baz Hiralal
Motorola on Aug. 4 announced it had hired Sanjay Jha,
formerly chief operating officer for Qualcomm Inc., as co-CEO to head up its mobile-devices business,
paving the way for the company to improve and then spin off its
handset division. Icahn in May increased his stake in the company to
7.6%, shortly after the two settled a lawsuit and Icahn won board seats.
Biogen: Over at Biogen Idec Inc., Icahn pushed for a sale that didn't happen, and he failed to get allies on the target's board. He has now increased his stake in the biotech giant from 4.3% to 6% for about $259 million, The Wall Street Journal noted Aug. 12. - B.H.
Yahoo!: Icahn settled a proxy fight with the search giant
July 21, ahead of what was sure to be a bloody battle Aug. 1. He disclosed he was buying up shares after Microsoft withdrew its $47.5 billion offer
for the company in early May, and he staged a proxy contest to install
a board that could make a deal happen. Talks were again called off June
12, and Yahoo! struck a deal with rival Google Inc. Tech Confidential's David Shabelman noted: "Icahn told
Reuters Yahoo!'s deal with Google 'might have some merit,' but left
open whether he would continue with his proxy fight to replace the
company's board of directors." Later, Icahn and Microsoft put forth an offer for the company,
which would have given Microsoft Yahoo!'s search business and Icahn
control of the board and the rest of the company, but it was rebuffed. With the July 21 settlement, Icahn won a board seat for
himself and two others and said he was encouraged. He agreed not to show up at the Aug. 1 shareholder meeting.
JUNE 2008 IN SHORT
The week ended June 20 was a busy one for Icahn. He lost a proxy contest June 19 at Biogen. Shareholders elected the company's slate of directors, none of which was on the list proposed by Icahn. (See more below.) The same day, the activist's blog, The Icahn Report went live, tackling poor corporate governance and what's wrong with public companies. Meanwhile, Reuters reported June 20: Icahn cut his stake in railroad equipment company Greenbrier Companies Inc. from 9.45% to 8.17%, as a deal with his 54%-owned American Railcar Industries Inc. fell apart. American Railcar has, however, struck a joint venture to make and distribute railcars in India.
IN THE LIMELIGHT
Meanwhile, Icahn has been delivered some kickers at public events. At a dinner June 10, he railed against Yahoo! and blamed the country's economic problems on a corporate governance system that "doesn't work." And he blasted the Democratic presidential nominee Sen. Barack Obama of Illinois at a press even in late May.
And the shareholder activism continues:
MAKING WAVES AT MOTOROLA
Though he didn't ultimately win the Biogen proxy fight, it was the second time in the recent past a lawsuit worked in his favor. Motorola -- where Icahn's activist campaign lasted nearly 15 months -- agreed April 7 to support the nomination of two Icahn candidates to the company's board and to engage the activist as it separates into two companies. Icahn agreed to suspend his proxy contest, and all pending litigation between Icahn and Motorola was to be dismissed.
Motorola said it would support the nomination of Keith Meister, managing director of the Icahn investment funds and chief executive officer of Icahn Enterprises, and William R. Hambrecht, the founder, chairman and chief executive officer of WR Hambrecht + Co. The company said it would also engage Icahn on its planned split-off of its handset business from its broadband and mobility-solutions operations, which it revealed March 26, including the search for a new CEO for the unit. That news came two days after Icahn filed suit against the company to release documents related to its mobile-devices strategy.As Dealscape's Ron Orol noted, patience was key for Icahn's campaign, and You Tube video blogger Eric Jackson may have also helped bring about the change of course.
The restructuring news came little more than a month after Motorola said it was considering spinning off its handsets in hopes of improving performance. Problems at the company spread to its set-top box business, as well. And Motorola was reported in mid-February to be in talks concerning a joint venture with Nortel Networks Corp. to combine their wireless infrastructure units.
Q1-Q2 '08
Icahn recounted his first meeting with Joe Jamail, the attorney representing Clear Channel Communications Inc., which brought suit -- later settled -- along with its buyers in March against the banks attempting to pull out of its LBO with Bain Capital LLC and Thomas H. Lee Partners LP. The pair's paths crossed in the 1980s during the Texaco bankruptcy case.
March and February were also busy for Icahn. Icahn Enterprises on Feb. 22 announced closing the $1.2 billion sale of four Nevada casinos, including the strip's Stratosphere Casino Hotel & Tower, to Goldman, Sachs & Co.'s Whitehall Street Real Estate Fund. Icahn said in a regulatory filing Feb. 11 that shares in Alliance Data Systems Corp., whose buyout by Blackstone Group LP was in question, but later would go bust, were undervalued and revealed a 2.73% stake. And over at XO Holdings Inc., which Icahn took control of in 2003, another investor group including R2 Investments LDC dug in for a fight midmonth, should any new investment deals at the telecom company improperly favor Icahn. (R2 later suggested Icahn was steering the company toward bankruptcy and should step down.)
News of Icahn's proxy fight at Motorola came hours after media reports noted Feb. 1 that he was also targeting J.C. Penney Co., in which Icahn took a stake so large it was among his top five holdings, according to The Wall Street Journal. He later confirmed the significant stake. And that was the news for just Feb. 1. Kicking off that week, Icahn's regulatory filing slammed Biogen. Earlier in January, BEA Systems Inc., another company where Icahn has lobbied for change, finally gave in to an Oracle Corp. takeover offer, this time for $8.5 billion. (See more below.)
2007 IN SHORT
In December, activist firm Cevian said Dec. 7 it would acquire a 3%, $1.3 billion stake in reinsurer Munich Re AG, its first move outside of Scandinavia. The five-year-old activist firm has nearly €3.5 billion ($5.1 billion) for investments in its current fund including €100 million from Icahn, according to the Financial Times.
Meanwhile, although Icahn was successful helping biotechs MedImmune Inc. and Biogen find their way to the auction block, (though Biogen would take itself off), Genzyme Corp., another company in which Icahn revealed a stake last year, is not for sale, its CEO Henri Termeer told The Wall Street Journal.
But back to Motorola. What would come next for the troubled company was a question analysts kicked around Nov. 30 after the departure of its former chief executive Ed Zander. One conclusion: The company could be headed for a breakup, The Deal's Andrea Orr wrote. The company said Dec. 3 its chief technology officer Padmasree Warrior had left as well.
Back in the beginning of 2007, news surfaced Jan. 30 Icahn had taken a small stake in Motorola, and analysts speculated the financier could lean on the company to abandon its plan of diversification beyond cell phones and return more cash to shareholders, Orr wrote at the time. Icahn would go on to boost his stake and on May 2 raised the distinct possibility of a takeover if management didn't step down or turn things around.
As he battled for a seat on Motorola's board, Icahn drew both support and fire from proxy advisers and warned the company's board to act before private equity buyers swoop in. The battle ended with shareholders re-electing their sitting board.
Nearly seven months later on Zander's departure, Orr noted:
Although Icahn ultimately lost that battle, his highly publicized campaign brought Zander under further scrutiny and heightened pressures on him to articulate an effective turnaround strategy.
In a statement Friday afternoon, Icahn greeted Zander's replacement as positive news, but added: "The steps announced today do not even begin to address the major problems at Motorola."
He argued that the company should restructure completely to achieve its full potential, suggesting splitting it into four companies that focus on mobile devices, enterprise mobility, the digital home and mobile network infrastructure.
Through November, Icahn had a busy year:
Icahn Enterprises LP also revealed Nov. 9 its first quarterly loss since its inception due to exposure from Lear Corp. and WCI Communities, which named Icahn its chairman in September after failing to find a buyer. WCI said earlier in November it would cut nearly 575 jobs and install David Fry as its chief operating officer.
October was a busy month for Icahn's tech investments. On Oct. 15, HowStuffWorks Inc., which pulled in nearly $100 million in venture backing over the years from Icahn and other investors, was sold to Discovery Communications LLC in a $250 million deal. The next day, Icahn revealed a $50 million investment in mobile content developer Motricity Inc., bringing his total investment in the Durham, N.C., company to $100 million.
Getting back to biotech, Biogen unveiled Oct. 12 it had hired bankers to advise it on potential takeover offers, including any advance from Big Pharma or Carl Icahn, who in August raised eyebrows when he scooped up 1% of the company, with regulatory approval to buy up more shares.
The Wall Street Journal reported that Icahn offered at least $23 billion for Biogen Idec, but that seems more like a baseline for other offers. In an interview with the paper Icahn said the firm would be better off "merged with a large pharma company."
Biogen in December would take itself off the block and Icahn in January 2008 would give it an earful.
The Biogen auction news came as Icahn made waves at BEA. The investor said Sept. 14 he had taken an 8.5% stake in BEA Systems Inc. and called for the business software company to put itself up for sale. While the company insisted it was not for sale, according to a Wall Street Journal report, Icahn didn't shy away from a challenge. According to an Oct. 3 regulatory filing, he upped that stake to more than 11% and the next day to 13.22%. Nearly a week later, the software maker did indeed field -- and reject -- an unsolicited bid from Oracle. The spurned buyer has said that if it were to bid again, the offer would be lower, while analysts speculated the opposite could be true and bids could go up, given BEA's strong third-quarter 2008 results.
The activist investor landed a victory Aug. 20, winning a spot, along with two others of his choosing, on a slate of nominees for the board of Bonita Springs, Fla.-based homebuilder WCI. He was elected 10 days later. The news came nearly seven months after Icahn revealed a 14.6% stake in the company -- which, like its peers has been hammered by the housing market and teeters on bankruptcy -- called WCI undervalued and said he wanted to discuss the homebuilder's strategic course. WCI put itself up for sale in February, and Icahn unveiled plans for a tender offer in mid-March.As The Deal's Ron Orol pointed out, "Icahn normally brings up M&A transactions with companies he buys stock in." He has many times over affected change.
TIME AND TIME AGAIN
In mid-August 2007, he confirmed what had been believed for a month: he took a stake in Kraft Foods Inc., of which fellow activist investor Nelson Peltz also owns a slice, and which was spun off of Altria Group earlier in the year, since becoming the subject of takeover speculation. Other holdings include miners Alcan Inc. and Alcoa Inc., Macy's Inc. and Clear Channel. (Icahn would later sell his Kraft, Alcan, Alcoa and Clear Channel stakes, Wurtzel noted.)
Meanwhile, Icahn's $2.9 billion buyout for auto parts maker Lear Corp. of Southfield, Mich., didn't pass muster with shareholders July 16, but the company's ultimate fate had yet to be determined. Icahn sweetened his bid July 9 to $37.25 a share, up from $36 apiece. In failing to support the offer, The Deal's Lou Whiteman pointed out, shareholders are risking that the car parts company can survive in a turbulent sector.
The go-shop period on the $5.3 billion buyout by Icahn's American Real Estate Partners LP ended March 26 with no counterbids but plenty of shareholder opposition claiming the offer undervalued the target. The fire intensified over months and led to the rejection of Icahn's bid. He held a $200 million stake in the company before launching his takeover attempt in February. In July, it looked like the offer could be sweetened still. As Whiteman wrote:
At one point in the early afternoon July 16, Lear shares were down nearly $1 to $35.67, but the stock made that back and more, rising near the end of the day to close up 1.6% at $37.50. "Icahn already raised once despite vowing not to," one investor said. "The hope is he will do it again."
After an unsuccessful go at Motorola's board in May, Icahn moved on to another project: oil. The dealmaker disclosed through a regulatory filing May 15 he took a significant stake (worth $133.5 million as of March 31) in Anadarko Petroleum Corp., suggesting, as The Deal's Claire Poole pointed out, the company was undervalued, in need of change or looked like a takeover target. It isn't uncharted territory for Icahn -- in 2005 he pressured Kerr-McGee Corp. to boost its stock price by selling futures contracts, buying back shares and selling noncore assets. Last year, the company agreed to a $16.4 billion buyout from Anandarko. The buyer struggled to digest Kerr-McGee. Alongside Jana Partners LLC's Barry Rosenstein, Icahn pressured Houston Exploration Co. to either restructure or auction itself, themselves putting forth a $62 per share, or $1.8 billion, offer. Earlier in 2007, Houston Exploration agreed to a $1.6 billion buyout from Denver explorer Forest Oil Corp.
Also in 2007:
LOOK OUT
Icahn rounded out 2006 with a failed bid for Reckson Associates Realty Corp., which shot down a takeover proposal from the financier in early December. The target opted instead to recommend its company's then-pending $6 billion merger with SL Green Realty Corp. after Icahn's co-bidders withdrew their support and he plowed ahead with his proposal for the company.
In late October, Icahn won an ongoing battle when he was appointed ImClone's chairman as the biotech company's interim chief executive, Joseph L. Fischer, resigned his post and relinquished his board seat.
The Lear bid came four months after Icahn unveiled plans to take a 13%, $200 million stake in the company and shortly after his public admonition that he is corporate raiding like it's the 1980s again. ...
Or so he said in October during a panel titled "Where Does the Power Lie on Wall Street?" As The New York Times' Andrew Ross Sorkin, who was also a panelist, wrote Oct. 13, 2006:
If you are hesitant to call Carl Icahn a "corporate raider" for fear of seeming impolite, don't be. Mr. Icahn said he cares little about the use of this term compared with the more-genteel label of "activist investor." "What's the difference?" he told the audience. "I'm doing the same thing I did in the 1980s."
The initial Lear deal landed Icahn a seat on its board of directors, a role within a company where he has much experience making things happen.
NOTHING NEW HERE
The Deal has followed Icahn's investments, both prospective and company-altering, and the sagas around them. Here's a smattering of some investments, clashes and rumors in recent years:
Lexar Media Inc., Cendant Corp., Mylan Laboratories Inc., Siebel Systems Inc., GB Holdings Inc., Hollywood Entertainment Corp., WestPoint Stevens Inc., Fairmont Hotels and Resorts: He's either been linked to, sought the board ouster of or taken a board seat with all of them, even venturing to Asia with South Korea's KT&G Corp. and fueling HowStuffWorks' expansion into China.
A MAN AMONG MEN
With an estimated $12 billion in assets, Icahn currently ranks No. 20 on Forbes' list of the 400 richest Americans. He has been colored in a consistent light:
[He] made the bulk of his fortune in the 1980s by buying large stakes of companies steeped in takeover wars and profiting handsomely as the stock soared. --Dow Jones, November 2004.
For a quarter century he has been building a fortune ... by buying pieces of companies that often paid him just to go away. --American Enterprise Institute's James K. Glassman writing for The Wall Street Journal in July 2000.
Glassman pointed out select other investments included USX, Texaco, American Can, Owens Illinois, Chesebrough-Ponds, Uniroyal and Hammermill Paper and that Icahn reportedly told the paper company's chief executive in 1980:
Icahn is perhaps most famous for his four attempts to take over Nabisco. Shortly after Philip Morris Co. won the auction for RJR Nabisco, a June 2000 Wall Street Journal article read:
Mr. Icahn's latest flirtation with Nabisco and Mr. Goldstone produced the final chapter in a 12-year-old corporate saga: Sunday's sale of the Nabisco food unit to Philip Morris Co., owner of Kraft Foods and longtime rival to RJR Nabisco, for $55 a share, or $14.9 billion. ... At the same time, the parent company, having become a corporate shell filled only with cash, will be acquired by its former unit, R.J. Reynolds Tobacco Holdings Inc., for $30 a share, or $9.8 billion.
Icahn walked away from that deal with $600 million.
His camp also includes Peltz, who in 2001 through his company Triarc Cos.' private equity arm, exited his investment in Snapple Beverage Group, selling the drink company and related assets to Cadbury Schweppes plc for $1.45 billion. The deal left Peltz as the franchisor of Arby's restaurant chain and with $400 million cash. He is currently vying for Wendy's International Inc. (For more on Peltz's maneuverings, see a related Dealwatch.)
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