carl icahn

Carl Icahn has dumped a massive amount of shares in Greenbrier Companies Inc (NYSE:GBX), after the company rejected a $22 buyout bid from Icahn controlled, American Railcar Industries, Inc. (NASDAQ:ARII). Icahn filed a 13D on Friday, after the market close showing a sale on December 21st of 1,786,334 shares of Greenbrier Companies Inc (NYSE:GBX). Only two days prior to the sale, Icahn owned 2,710,596 shares of Greenbrier, or 9.9% of the company, making him the largest shareholder. Icahn now is the 9th largest owner of the company with 924,262 shares held, equal to 3.41% of the company..

More Details On The Offer And Refusal

After Greenbrier Companies Inc (NYSE:GBX) rejected the initial $20 offer on Tuesday, Icahn increased his offer to $22. Icahn indicated its $22 offer is not negotiable, and that it would not pursue the transaction if GBX rejected its offer, nor would it entertain any counterproposal or offer by GBX to acquire American Railcar Industries, Inc. (NASDAQ:ARII).

Greenbrier’s response had put the ball back in the court of Mr. Carl Icahn and American Railcar. The $22 per share offer was a firm offer with the understanding that it would not be increased under any circumstances and that a rejection of the offer would prompt Mr. Icahn and American Railcar abandoning efforts toward a transaction.

It appears That Icahn has given up efforts to participate in the future of Greenbrier.  Icahn likely would not be required to file any more SEC filings if he decides to sell the rest of his stake, which appears likely now.

Consolidation has long been cited as a need in the railcar manufacturing industries.  Many believed that the strategic rationale of the deal made sense as analysts noted that GBX has undervalued lease assets and a combined company could eliminate some of GBX’s high-cost capacity. However, many also believe that the transaction would struggle to pass antitrust review. Now, the issue of antitrust is moot.

Disclosure: No position