This is especially true when things getting really, really ugly give him some extra leverage in a really, really ugly fight he’s having. And oil’s worst week since Icahn was in his 50s has given him just that vis-à-vis Occidental Petroleum—leverage he’s not at all afraid to use in the middle of a global catastrophe, both against Occidental and to tweak his erstwhile archenemy in the midst of his Ackmanaissance, especially if it spares him quite a bit of work.

Andrew Langham and Nicholas Graziano, two lieutenants of the billionaire investor, would receive seats on Occidental’s board under the terms currently being discussed, people familiar with the matter said. Mr. Icahn and the company would also mutually agree on a third, independent director, who is likely to be Herbalife Nutrition Ltd. board member Margarita Paláu-Hernández, some of the people said.

As part of the deal, Mr. Icahn would also bless Occidental’s plan to bring back Stephen Chazen, its former chief executive, as chairman…. Occidental CEO Vicki Hollub, who has come under fire from Mr. Icahn, is expected to retain her position.

Peace is better than war, especially when it’s in the form of unconditional surrender.

Occidental Nears Settlement With Carl Icahn [WSJ]
U.S. oil prices post weekly loss of 29%, biggest since 1991 [MarketWatch]

“With Mr. Barrack’s track record and personal issues, no reasonable, fiduciarily-aware public company Board of Directors would select Mr. Barrack as C.E.O. of Colony or any other public company today.”

Whatever could the angry shareholders at Blackwells Capital possibly be talking about? Anyway, there’s more to their dislike of Barrack than the fact that he’s (almost) never met an accused sexual predator he didn’t like (and want to give money to).

Blackwells claims that Mr. Barrack “destroyed more than $775 million in just nine months….” Mr. Barrack has already announced plans for a successor, Marc Ganzi, in 2021. But Blackwells says that is not fast enough and noted that Mr. Ganzi is a personal friend of Mr. Barrack’s.

Barrack thusly may be quite grateful for Jay Clayton’s recent interventions on behalf of those dogged by activist investors. His fellow Trump buddy, Carl Icahn, is less so, but that has something to do with the fact that it is Carl Icahn who demands the firings, and not the other way around. And rarely in his centuries of agitation has he found a group more deserving of dismissal than pretty much anyone associated with Occidental Petroleum. In fact, everywhere he turns there, he finds more people he wants out.

The legendary investor now wants to replace Occidental's entire 10-person board of directors, a person familiar with the matter told CNN Business. Icahn was previously only pushing to replace four members of the oil giant's board.

Icahn's stepped-up proxy fight includes a bid to remove Vicki Hollub, the oil giant's CEO, from her seat on the board, the person said….

"Owning this company, and being at the mercy of a board and CEO who have already shown they are willing to take inordinate risks and gamble stockholders money to further their own agendas, is extremely dangerous for an investor," Icahn recently told CNN Business.

An Activist Investor Tries to Oust a Trump Confidant [DealBook]
Carl Icahn wants to fire Occidental’s entire board of directors [CNN]

"If the market undervalues a company, as Warren Buffett said, if the skies darken and there's an opportunity it's going to rain gold, you want to run outside with washtubs and not teaspoons, right," he said on an earnings call in December.

At an investor day in November 2017, he said: "Warren Buffett likes to say, 'Time favors the well-led and well-managed company.'"

Those quotes of quotes came from the mouth of one Gary Friedman, CEO of Restoration Hardware. And, well, wouldn’t you know?

Shares of RH surged nearly 8% on Friday, a day after Warren Buffett’s Berkshire Hathaway revealed it owned 1.2 million shares of the furniture retailer at the end of the third quarter…. Berkshire’s new stake in RH is worth $206.3 million as of Sept. 30, making it the fourth biggest stakeholder in RH, according to FactSet.

The Oracle also spent the third quarter dropping a few pennies of his $100-billion-plus cash pile on Occidental Petroleum, where he was last seen injecting $10 billion in financing to back its bid for another oil company and making Carl Icahn very mad. And, well, wouldn’t you know?

Delaware Chancery Court vice chancellor Joseph Sights said Icahn's request for the records failed to demonstrate how it would aid his planned proxy fight against company management, and could be a blow to his plans to upend the Anadarko deal, which he has described as "one of the worst I've ever seen." Icahn had asked for the records in order to determine "whether the actions of the directors and management were just serious mistakes or whether they represented knowing intentional breaches of fiduciary duty" in executing the $38 billion deal.

Separately, a 13-F filing published last night with the U.S. Securities and Exchange Commission late Thursday indicated that Warren Buffett's Berkshire Hathaway investment group has built a 7.5 million share stake in Occidental after supporting its Anadarko takeover earlier this year.

RH shares surge after Warren Buffett’s Berkshire Hathaway reveals new stake in furniture retailer [CNBC]
Warren Buffett invested $200 million in a fancy furniture retailer with a CEO who likes to quote him [BI]
Occidental Petroleum Gains After Icahn Loses Court Battle, Buffett Reveals Stake [TheStreet]

While we are told Hollub is a somewhat competent operator, she has admitted that she has limited M&A experience, yet she just orchestrated one of 2019’s biggest M&A transactions and that limited experience sure does show! She also arranged the financing for the acquisition in a 90-minute meeting with Warren Buffett. I believe Hollub learned that negotiating a deal with Buffett, one of the country’s canniest operators, is not the optimal way to get M&A experience. In my opinion, Buffett figuratively took her to the cleaners. Not only did he get a $10 billion preferred paying 8% but he also amazingly received a bonus of 80 million warrants worth approximately $1.2 billion simply for providing the financing. At least one large investor that I know of would have been happy to provide the financing without the warrants. The Buffett deal was like taking candy from a baby and amazingly she even thanked him publicly for it! But you can’t blame Warren, if Hollub was arrogant enough to negotiate a deal with Buffett of this magnitude despite her admittedly limited experience in M&A and the Board was misguided enough to rubber stamp it, then one might say in Warren’s defense that it was almost his fiduciary duty to Berkshire Hathaway to accept it.

Those are some of the nicest things Icahn has ever said about anybody, even if they are interspersed with some mean things said about somebody else. (We can’t say Icahn’s words about Occidental CEO Vicki Hollub are among his meanest, because, really, how would you ever even start to go about analyzing such a universe of utterances?)

Anyway, since Occidental has done everything it can to keep Icahn and other shareholders from doing anything about this deal, Icahn would like to make some lemons from lemonade. And if you happen to own a few OXY shares yourself, well, he could really use your help (emphasis very much Icahn's).

We know that, in a few months, we will own a highly-levered combined company that will be in immediate need of a strong board and good, thoughtful decision-making that prioritizes stockholder value; a board with at least four members that understand they serve on behalf of the stockholders, not the CEO; and that can and will stand up to management when necessary.

Four board members of his choosing, of course. But it isn’t that simple. No, Carl’s gonna need a bit more of your time than simply checking four boxes.

First, we must obtain the support of 20% of the outstanding shares to “demand” that the Board set a record date. Once we satisfy that step, we can then solicit stockholders, as of that record date, to support our agenda to remove and replace directors and fix the Company’s corporate governance. Unfortunately, for you to support us, the Company requires you to complete a lengthy and intrusive questionnaire, as well as to comply with other cumbersome steps, which undermine your ability to exercise your voting franchise, these encumbrances have no apparent benefits for Occidental or its stockholders and are simply there to dissuade you from voting. Although it will take extra time and effort on your part to comply with the Company’s arduous and unnecessary requirements, we implore you to do so.

Open Letter to Occidental Petroleum Shareholders [carlicahn.com]
Carl Icahn says Warren Buffett took the Occidental CEO ‘to the cleaners’ [CNBC]
Occidental Could Leave Sour Aftertaste for Buffett’s Deal Money [WSJ]

Uncle Carl has been pressuring Caesar's to sell for months now and is also in sore need of a win after taking a pretty hard L in his battle with Occidental Petroleum. So we were pleased to see that Icahn was feeling happy about selling Caesar's to a much smaller competitor. Happy enough to do a blog post!

And what a post.

Here's Carl Icahn sounding almost romantic about this deal:

While I criticized the Caesars Board when I took a major position several months ago, I would now like to do something that I rarely do, which is to praise a board of directors for acting responsibly and decisively in negotiating and approving this transformational transaction.

We have ourselves a love sonnet:

As a combined company, Caesars and Eldorado will be America’s preeminent gaming company. It is rare that you see a merger where because of the great synergies “one plus one equals five.” I look forward to seeing our investment prosper.

But this being Carl Icahn, his amorous feelings are only real in contrast with his...other feelings, about...other boards. And that shit --apparently-- runs deep:

Unfortunately, there are far too many boards that unlike Caesars, believe corporations are more like feudal systems, than democracies; that stockholders are the peasants who represent a necessary evil that must be tolerated, possibly patronized, but certainly ignored. Much like the feudal barons, they hire mercenaries (lawyers and investment bankers) to deal with these peasants (stockholders), if they become too unruly. 

Umm, what? Is Carl Icahn a socialist now too?

The recent Occidental Petroleum fiasco is a great example of how CEOs and boards will go to great lengths, including “betting the company” to serve their own agendas. If their bet is successful, they and possibly their shareholders win, but if it is unsuccessful, only the shareholders lose. Too many boards like Occidental’s believe they are unaccountable and cannot be removed, and therefore can do almost anything they please. This attitude is a major threat to the value of America’s companies, the stockholders of which are many middle Americans who have more of their savings invested in stocks than ever before.

Oh, good, he's just so emotionally confused by this merger celebration that he thinks he's a peasant.

Congrats on the merger, Uncle Carl!

And Uncle Carl certainly doesn’t like Occidental Petroleum’s $38 billion Warren Buffett-backed bid for Andarko Petroleum, which he calls—you guessed it—“hugely overpriced.” And wouldn’t you know but once Carl realized he didn’t at all like the “desperate” Berkshire deal designed to satiate Occidental leadership’s “dreams of glory” and also to keep a meaningful vote out of the hands of shareholders, he realized there’s a lot more about Occidental he also doesn’t like.

Icahn, who owns $1.6 billion worth of Occidental shares, accused the board of being “far over their heads,” saying they “made numerous blunders in recent months and might continue to trip over their feet if the board is not strengthened,” the lawsuit said. He also criticized Occidental Chief Executive Vicki Hollub and her management team for taking $100 million in pay since 2016…. Icahn may seek to call a special meeting of shareholders to remove and replace directors, the suit said, and believes Occidental should have been a seller rather than a buyer.

On the other hand, he’s not at all Andarko should be selling anything: not itself to Occidental and not any part of it if that might help it sell itself to Occidental.

Icahn’s lawsuit, filed in Delaware Court of Chancery, seeks documents that detail Occidental’s sale of preferred stock to Berkshire, which he described as a “desperate” move, and information on a deal to sell Anadarko’s Africa assets to Total SA for $8.8 billion.

Investor Icahn sues Occidental Petroleum over ‘misguided’ Andarko deal [Reuters]