Philosophy at Princeton - empiricist (like Soros). Was an options salesperson and helped to create transparency in pricing by publishing a weekly report of mids. He had a rich uncle who helped him get a seat on the NYSE and founded his own options brokerage. They tended to do arbitrage plays (Kinsley was the analyst). Basically Icahn made easy money in greenmail but a lot of hard earned money in takeover attempts and proxy battles that he needed to see to completion to make his future threats credible. His negotiating strategy is to overwhelm and disorientate with multiple offers and scenarios having thought through most of the permutations beforehand. He's fairly indefatigable and relentless even to squeeze a few extra pennies in a transaction (possibly just his nature or to enhance his credibility).
First raid came from customer order for options on a REIT (Baird & Warner), which traded at 8.50 but had a book value of $14 and liquidation value of $22. He launched a proxy war and won and then liquidated the assets.
Second raid: Tappan. Buys the company and agitated to have it acquired - ultimately by Electrolux. Dick Tappan was so impressed that he decided to invest in Icahn's fund.
Third raid: Saxon - buys shares in a cheap paper company and tries to get control. But after talking to employees/others in industry he gets cold feet and settles for a green mail payment after threatening to buy more shares and wage a proxy war.
Fourth raid: Hammermill - another paper company he tried to sell, but basically ended up in a stalemate with management because he wasn't able to raise enough money to finish the raid. But he got his expenses reimbursed mostly and walked away with a 24% return.
Easy green mail: Owens-Illinois, American Can, Anchor Hocking
Marshall Field: management blocks a takeover attempt from another retailer - this blows up Icahn's merge arbitrage trade. Icahn buys shares to get control to try to force another sale. Management tries all legal means to stop Icahn but fail and so relent to a bid from Batus. At first Batus low balls at 25.50 even though the previous takeover offer was 42. Eventually Icahn sells at 30.
Dan River: buys a textile firm at 12.80 (book value = 38) and tenders for the whole company. Management leads a buyout instead at 26.50
"In the beginning, I was playing poker...I didn't have the money to fight for the long haul - to pay the interest on the shares I held. If push came to shove, I would have had to find a way to protect my credibility but it never came to that because those companies didn't have the guts to really fight me." pg133-134
ACF - rail cars. automotive, energy equipment loses money after a cyclical downturn. Icahn buys at 32-41 when he estimates a liquidation of $60. Management also wants to do a LBO so stalls for time to line up financing while asking Icahn for a standstill while it searches for a buyer while giving Icahn a right to bid above. Eventually he buys ACF and sells off a division to help pay for the transaction.
Cheesebrough Pond - Icahn gets management to hand over a US Open box and to buy a division of ACF on top of greenmail (at market price).
Phillips - T Boone Pickens launches a raid but management pays him greenmail @53 and stock then falls to 40s (management has an offer @ 43). Icahn offers 55 and says he'll step aside if management's bid tops his. Icahn gets Drexel to write a letter saying that it was 'highly confident' that financing could be arranged for a LBO (Morgan Stanley, Phillips' banker, thought this was surely impossible). Phillips puts a poison pill in place though they lose in a proxy battle so are forced to up their bid and eventually reimburse Icahn's expenses ($30mio). Earns $50mio for 3mo of raiding.
TWA - Icahn goes up against Frank Lorenzo, but uses the prospect of a union buster like Lorenzo to get major labor concessions. Icahn sees TWA as a cashflow machine, but obviously depreciation is very real and TWA eventually becomes a failed airline. However, Icahn was able to get his equity out after issuing some more debt. He resists investing much in the airline given the chronic overcapacity. He sells the Transatlantic routes to American but ends up in a battle over the underfunded pension that becomes a major liability due to his 80%+ ownership. He tries to get below this threshold but Congress (St.Louis) puts together a bill to target Icahn so that he could be on the hook for $1bio. However PBGC overplayed its hand and both labor and creditors ended up siding with Icahn rather than face bankruptcy and protracted legal action limiting Icahn's downside to a much smaller figure (100mio).
Texaco - Icahn bought after the company got into trouble for acquiring Getty and in the process the other suitor Penzoil, which sued for $10.5 bio for 'tortious interference' Management wanted to hold out for a Supreme Court ruling rather than pay such a ridiculous sum. Icahn knows that Texaco shares are pricing in a large uncertainty for this legal liability. He buys shares off of a distressed raider for $29 and basically forces management to pay Penzoil a $3bio settlement. Post settlement, he then turns down Oxy (Hammer) who bids $55 for his shares. Icahn launches a proxy war but loses and after a stalemate with management, who pays out an $8 dividend after selling some divisions that Icahn would likely have sold anyway, Icahn sells his shares for $49. Total pnl: $500mio.
US Steel - agitates for a split of the companies into steel and energy. Eventually he succeeds, but has a lot less leverage without Drexel to sponsor a junk bond financed takeover threat. Total pnl: 183mio.
Al Kingsley also mentioned AT&T and GM as undervalued targets. Icahn knows the limits of his practices: "they'll hang us." (pg 170)
"Icahn sees dozens of possibilities on a single screen. The mental agility that enables him to zigzag from C to F and back to R, leaves him opponents so thoroughly confused and frustrated they are on the verge of shorting out...people think they know what Carl's goal is when in fact he has no fixed goal."
"Icahn creates a complex environment in which he can camouflage his strategy. What does Carl really want? Which direction is he headed in? By tossing out dozens of variables, he leaves everyone guessin." -pg 61
"Icahn prefers to confront transactions with a worst-case mentality. Before making a move, he surveys the chess board, asking himself, 'what is the worst thing my adversaries can do to me, and how can I protect myself on all flanks?' Always checking goals, weak points, and his leverage.'" - pg65
"Icahn will make dozen of simultaneous offers, some reasonable, others absurd." pg299
Things I didn't know....
"Delaware law required that a buyer with 15%+ stake had to rapidly boost his stake to 85% or else be barred from merging the company of selling its assets for three years." pg 263
"By owning 80% of TWA, Icahn was deemed part of a 'control group,' which made his other businesses jointly liable for the pension funding. 80% also being the threshold that allows him to have losses passthrough to his other corporations."