Carl Icahn and Icahn Enterprises settle with SEC over disclosure rules violations

The agency accused Icahn and his company of failing to disclose billions in shares used to secure personal margin loans.

Billionaire Carl Icahn and his company Icahn Enterprises (IEP) have been charged by the SEC with rules violations for “failing to disclose information relating to Icahn’s pledges of IEP securities as collateral to secure personal margin loans worth billions of dollars.”

The SEC said that Icahn had pledged 51-82% of IEP’s outstanding shares to secure personal margin loans.

However, the regulator said that IEP failed to disclose Icahn’s pledges in its Form 10-K, a comprehensive annual financial report required by the agency. Icahn is also charged with failure to file required amendments to Schedule 13D describing the margin loan agreements.

“Due to both disclosure failures, existing and prospective investors were deprived of required information,” said Osman Nawaz, Chief of the SEC Enforcement Division’s Complex Financial Instruments Unit.

The SEC said Icahn will personally pay $500,000 in fines to settle the charges and IEP will pay $1.5m. Neither settlement required an admission of wrongdoing. But with Icahn’s net worth sitting at an estimated $5.3 billion, a fine of that magnitude is unlikely to sting.

Market reacts

Shares of IEP dropped around 1% in value since the news of the SEC settlement broke, and the price continues to waver.

According to the New York Times, the company’s stock price has fallen 60% since short-selling firm Hindenburg Research accused it last year of operating under a Ponzi-like corporate structure by paying shareholders inflated dividends and hoping new retail investors would take up the slack. Icahn, who owns 85% of IEP, also suffered a commensurate blow to his personal net worth.

Icahn strenuously denied the accusation, and accused Hindenburg Research of releasing scandalous reports to tank IEP’s value and turn a profit through short positions.

A lawyer for the company also noted to the NYT that the recent SEC settlement is unrelated to the previous allegations of misconduct Hindenburg described.  

The alleged rules violations

  • The SEC charged IEP with violating Section 13(a) of the Exchange Act and Rule 13a-1 thereunder, covering Form 10-K reporting.
  • The SEC also accused Icahn of violating Section 13(d)(1) of the Exchange Act, covering beneficial ownership reporting obligations (Schedule 13D reporting.)