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CNBC Exclusive: CNBC Transcript: Carl Icahn, Chairman of Icahn Enterprises, on CNBC's "Closing Bell with Maria Bartiromo" Today

Monday, 1 Jul 2013 | 6:01 PM ET

WHEN: TODAY, MONDAY, JULY 1ST

WHERE: CNBC'S "CLOSING BELL WITH MARIA BARTIROMO"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Carl Icahn, Chairman of Icahn Enterprises, today on CNBC's "Closing Bell with Maria Bartiromo." Following is a link to the video of the interview on CNBC.com: http://video.cnbc.com/gallery/?play=1&video=3000179878. All references must be sourced to CNBC.

BARTIROMO: WELCOME BACK. WITH THE DELL SHAREHOLDERS' MEETING JUST 17 DAYS AWAY, ACTIVIST INVESTOR CARL ICAH NHAS FINALIZED A PACKAGE OF MORE THAN $5 BILLION DOLLARS TO HELP HIS EFFORTS TO THWART MICHAEL DELL'S EFFORTS TO TAKE HIS COMPANY PRIVATE. DAVID FAVOR IS JOINING ME NOW WITH CARL ICAHN ON THE TELEPHONE, AS WE TALK ABOUT ICAHN'S PLAN.KICK US OFF, DAVID.

DAVID FABER: THANK YOU VERY MUCH, MARIA. WE ARE OF COURSE VERY HAPPY TO HAVE MR. ICAHN WITH US. CARL, YOU SECURED $5.2 BILLION IN FINANCING, LONG ON YOUR WAY, IT WOULD SEEM AT LEAST, TO BEING ABLE TO OFFER A RECAP PLAN YOU SAY IS WORTH $14 A SHARE FOR 72% OF THE OUTSTANDING SHARES AT DELL. ON JULY 18th, SHAREHOLDERS HAVE AN OPPORTUNITY TO VOTE DOWN THE DELL DEAL, MEANING THE 1365 LEVERAGE BUYOUT. DO YOU BELIEVE YOU WILL WIN THAT DEAL BY SEEING THEM, IN FACT, VOTE THAT DEAL DOWN?

CARL ICAHN: WELL, YES, I DO.I THINK IT'S SELF-EVIDENT THAT WE HAVE A SUPERIOR OFFER. SO I WOULD IMAGINE WE WIN. BUT YOU NEVER KNOW UNTIL IT'S OVER.

FABER: NO, YOU NEVER KNOW UNTIL IT'S OVER. YOU KNOW IT'S FUNNY THIS MORNING I WAS TALKING ABOUT THE ISS,INSTITUTIONAL SHAREHOLDERS SERVICES, LOVE IT OR HATE IT, IT WILL BE IMPORTANT IN THIS FIGHT. WHAT I HAVE HEARD IS THAT DELL WAS SOMEWHAT DISCOURAGED, THE DELL SIDE, IN THEIR MEETINGS. THEY THINK, AT LEAST IT'S POSSIBLE, THAT ISS WILL GO YOUR WAY. IS THAT ALSO YOUR BELIEF?

ICAHN: WELL, YEAH, I THINK ISS – WE DEALT WITH THEM OVER THE YEARS, AND I THINK THAT -- YOU KNOW,SOMETIMES WE DISAGREED WITH THEM, BUT BASICALLY I THINK THEY DO HAVE THE SHAREHOLDERS' INTERESTS AT HEART, AND I FIND THEM TO BE PRETTY FAIR. AND I THINK IN THIS CASE, IF YOU HAVE THE SHAREHOLDERS' INTERESTS AT HEART, WHICH I THINK THEY DO, IT MAKES SO MUCH MORE SENSE TO JUT LET THE SHAREHOLDERS DECIDE,DO THEY WANT CASH OR DO THEY WANT THE STOCK? WHY SHOULD THEY BE FROZEN OUT? AND THAT'S WHAT THE DELL DEAL IS DOING. IT FREEZES THEM OUT. SO I THINK THEY'LL GO WITH THIS.

BARTIROMO: CARL, CAN I ASK YOU WHAT YOUR PLANS ARE POST THE ACQUISITION? LET'S SAY HYPOTHETICALLY SPEAKING YOU WIN AND YOU GET THIS COMPANY. DO YOU HAVE PLANS IN TERMS OF WHO WILL RUN THIS COMPANY? DO YOU HAVE PLANS IN TERMS OF WHAT THIS COMPANY WILL LOOK LIKE?WE KNOW MOBILITY IS RUNNING THE WORLD, 6 BILLION MOBILE PHONES VERSUS A BILLION PCs, AND THERE'S A FAIR AMOUNT OF PEOPLE OUT THERE WHO THINK THIS IS JUST YOUR WAY OF GETTING THE PRICE UP. SO HOW DO WE KNOW THIS IS NOT JUST GREEN MAIL? ARE YOU JUST TRYING TO GET THE PRICE UP, CARL, OR ARE YOU ACTUALLY -- DO YOU HAVE PLANS IN PLACE AS FAR AS WHAT YOU'RE GOING TO DO WITH THIS COMPANY?

ICAHN: YEAH, WELL, I -- I DON'T WANT TO GET INTO SEMANTICS, BUT –

BARTIROMO: NO, IT'S NOT SEMANTICS. WHAT ARE YOU GOING TO DO WITH DELL? DO YOU HAVE SOMEBODY IN MIND WHO IS GOING TO RUN IT?

ICAHN: WE DO HAVE A FEW PEOPLE IN MIND. YOU KNOW, MARIA, IF YOU LOOK BACK OVER THE LAST FIVE, TEN YEARS, 15 YEAR, WE'VE BEEN PRETTY GOOD AT FINDING PEOPLE TO RUN THINGS. WE'VE GOT YOU LOOK AT MOTOROLA, IT WAS IN TERRIBLE SHAPE, WITH 18 OPERATING SYSTEMS,AND BROUGHT SANJAY JHA IN, WE WENT TO THE ANDROID, IT WORKED OUT BEAUTIFULLY. BIOGEN -- I MEAN, WE CAN NAME SO MANY.

BARTIROMO: SO WHAT ABOUT DELL? I GUESS THE OTHER CONCERN

ICAHN: SO I THINK WE WILL BRING IN SOMEBODY THAT IS EXCELLENT. WE'VE OBVIOUSLY TALKED TO A NUMBER OF PEOPLE. NOBODY WANTS TO REALLY – NOBODY REALLY WANTS TO GO INTO A BEE HIVE, YOU KNOW WHAT I MEAN? YOU WANT TO KNOW PRETTY MUCH WHERE YOU STAND, ESPECIALLY IF YOU'RE A VERY HIGH-CALIBER GUY THAT HAS ANOTHER JOB. WHILE WE TALK TO PEOPLE, I THINK WE WILL BE ABLE TO GET A VERY, VERY, VERY CAPABLE GUY TO RUN IT.

BARTIROMO: SO THIS IS NOT JUST ABOUT GETTING THE PRICE UP, THEN, CARL?

ICAHN: IT IS NOT. LISTEN, I-- YOU KNOW, PEOPLE SAID THAT ABOUT WHAT I JUST DID TEN MONTHS AGO, CBI, YOU KNOW, JUST TRYING TO GET THEM TO SELL, GET A BETTER PRICE. WE DIDN'T EVEN DO DUE DILIGENCE. WE DID IT -- OBVIOUSLY, WE DID A LOT OF WORK ON IT, AND WE PAID A CHECK FOR $2.5 BILLION. NOBODY THOUGHT WE WOULD. AND NOW THAT TWO-FIVE IS WORTH ABOUT $5 BILLION, $6 BILLION, AND THOSE THAT STAYED IN DID EXTREMELY WELL. THE STOCK WENT FROM $30 BID TO ABOUT THE EQUIVALENT OF $65 TODAY.

FABER: YOU KNOW, CARL, TO MARIA'S POINT, THOUGH, THERE ARE SOME OUT THERE WHO BELIEVE YOU'RE LOOKING FORA SIGNIFICANT BUMP. AND LISTEN I WOULD ARGUE AT THIS POINT THEY MAY NEED TO BUMP IF THEY HAVE ANY HOPE OF WINNING THAT VOTE ON JULY 18th. IF, IN FACT,MICHAEL DELL REALIZES THAT AS WELL, DO YOU THINK HE WILL BUMP, AND IS THERE A PRICE AT WHICH YOUR SHARES CAN BE BOUGHT?

ICAHN: WELL, LET ME SAY IT THIS WAY. THERE'S NO WAY THAT I COULD PREDICT WHAT MICHAEL DELL WILL DO. AND I DON'T KNOW IF HE WILL OR HE WON'T, BUT FRANKLY, WE REALLY WANT TO BE INVOLVE DIN THIS COMPANY. WE THINK THERE'S GREAT POTENTIAL IN IT. I THINK THERE'S BEEN A LOT OF DRUM BEATING, THE PC BUSINESS HAS FALLEN APART, AND WHAT I FOUND OVER THE YEARS IS WHEN PEOPLE TELL YOU IT'S NO GOOD AND IT'S BAD, THAT'S WHEN YOU BUY. IT'S THE OLD GRAHAM DODD PHILOSOPHY. I DO NOT THINK THE PC BUSINESS IS OVER. I THINK THE PC BUSINESS HAS BEEN OBVIOUSLY CURTAILED QUITE A BIT, BUT PCs IN OFFICES AREN'T GOING AWAY. I THINK THERE WILL BE ITERATIONS OF IT, AND I THINK DELL STANDS TO BENEFIT FROM THAT ACTUALLY BECAUSE LET'S SAY YOU END AND .YOU WILL HAVE THE SCREEN, THE KEYBOARD, THE MOUSE, AND YOU'RE SITUATED WITH SERVERS IN THESE OFFICES WHICH DELL IS, I THINK THEY'RE GOING TO BENEFIT FROM THIS WHOLE ATTRACTION NOW WITH THE PC… OVER THE LAST FEW YEARS.

FABER: RIGHT. YOU KNOW, CARL, I HEARD YOU HAD DINNER WITH DELL A COUPLE OF WEEKS AGO. IS THAT TRUE?

ICAHN: YOU KNOW, WE'RE NOT SUPPOSED TO TALK ABOUT THAT, SO I DON'T KNOW WHERE YOU HEARD IT, BUT YOU DIDN'T HEAR IT FROM ME.

FABER: I DIDN'T HEAR IT FROM YOU

ICAHN: I AM NOT TALKING ABOUT THAT. I WON'T SAY YES OR NO. I DON'T KNOW WHERE YOU HEARD IT FROM.

FABER: YOU DON'T KNOW WHERE I HEARD IT FROM. I HAVEN'T TOLD YOU I HEARD IT ANYWHERE. I DIDN'T HEAR IT FROM YOU. I DID HEAR YOU HAD DINNER WITH HIM WHICH WOULD HAVE BEEN AN OPPORTUNITY FOR YOU TO DISCUSS WHAT YOUR PRICE IS OR WHAT HIS THOUGHTS ARE ABOUT WHAT HE'S GOING TO DO FOR THE COMPANY. BUT YOU'RE NOT GOING TO DENY YOU HAD DINNER WITH HIM, ARE YOU?

ICAHN: I'M NOT -- YOU KNOW, IT'S LIKE THEY SAY, I WON'T SAY YES OR NO.

BARTIROMO: YOU KNOW, CARL, I THINK YOU CHOREOGRAPHED WHAT'S GOING ON WITH PCs AND MOBILITY VERY WELL. AND SO, GIVEN THAT POSITION AND THE FACT THAT DELL IS – HAS BEEN A LAGGARD IN PCs GIVEN THE COMPETITION IN THE BUSINESS, WHY PILE ALL THAT DEBT ON THE COMPANY?ARE YOU CONCERNED THAT WHEN THIS IS ALL OVER AND DONE WITH, THIS IS A COMPANY THAT'S GOING TO FACE AN ENORMOUS AMOUNT OF DEBT IN AN ENVIRONMENT THAT WE KNOW IS STRUGGLING?

ICAHN: YEAH, I'M NOT -- FIRST OF ALL, WE'RE PUTTING ON $5.2 BILLION MORE DEBT, MICHAEL DELL, WHO KNOWS THE COMPANY BETTER THAN ANYONE, IS PUTTING $17 BILLION MORE ON. SO I DON'T THINK THAT'S A MAJOR PROBLEM, MARIA. I THINK THAT IF YOU LOOK AT THE NUMBERS, YOU LOOK AT THEIR OWN PLAN OR -- THEY SAY THAT -- YOU LOOK AT BCG, THIS COMPANY WILL EARN ON A PRO FORMA BASIS AFTER THE TENDER IF EVERYBODY TENDERS 372 DOLLARS A SHARE, THE SHARE THAT'S LEFT OVER.

FABER: WELL THAT WHAT'S ON 3.3 BILLION CARL, BUT THAT WAS ASSUMING COST SAVINGS, THAT THEY GET 75% OF COSTSAVINGS. THAT NUMBER MAY BE HIGH

ICAHN: NO, NO, EXCUSE ME, IF YOU GET 75% OF COST SAVINGS, IT GOES TO 550. IT GOES MUCH HIGHER. IN OTHER WORDS, IT INCREASES DRAMATICALLY IF YOU GET THE COST SAVINGS, WHICH I THINK YOU WILL. YOU GET TREMENDOUS EARNINGS COMING IN THERE, A CASH FLOW FOR AT LEAST THE FORESEEABLE FUTURE. AND I DON'T REALLY THINK THOSE EARNINGS ARE GOING DOWN. I THINK IF ANYTHING, THEY SPENT $14 BILLION IN THE LAST FEW YEARS ON SOFTWARE.

FABER: RIGHT. WELL, THAT MAY NOT BE WORTH WHAT THEY PAID FOR IT. YOU KNOW THAT BETTER THAN ANYBODY. JUST BECAUSE THEY PAID A CERTAIN NUMBER --

ICAHN: I KNOW BUT I DON'T AGREE. I THINK SOME OF IT -- WELL, YEAH, SOME WILL NOT BE PAID AS MUCH, BUT OTHERS HAVEN'T YET COME TO FRUITION, AND THEY'VE GOT SOME GREAT STUFF. AND I REALLY -- YOU KNOW, LOOK, OBVIOUSLY, WE'RE PUTTING A LOT OF MONEY IN TODAY IN THIS. OF COURSE, THAT'S SENIOR DEBT. YOU COULD ARGUE THAT SENIOR DEBT IS MONEY GOOD, BUT WE'RE PUTTING UP QUITE A BIT, AS IS JEFFRIES, WE'VE DONE QUITE A BIT OF WORK ON IT. AND I DO THINK THAT THIS COMPANY HAS VERY GOOD POTENTIAL.

FABER: CARL, I WANT TO -- LET ME -- I KNOW WE'RE GOING TO RUN OUT OF TIME. I WANT TO MAKE AN IMPORTANT POINT FOR THE AUDIENCE, FOR THOSE WHO MAY EVEN HOLD DELL SHARES. IF IN FACT THE DEAL IS VOTED DOWN ON THE 18th, YOU'RE IN A NO-MAN'S LAND. NOTHING SAYS YOUR RECAP PLAN IS GOING TO BE ADOPTED BY THIS BOARD AS YOU FIGHT TO REPLACE THEM. WHAT IS GOING TO HAPPEN THEN? IS THE STOCK GOING TO FALL DRAMATICALLY? WILL YOU BUY MORE? WILL MICHAEL DELL BE IN THE MARKET? OF COURSE, HE CAN VOTE HIS SHARES AT THE ANNUAL MEETING. HE CAN'T VOTE THEM AT THE JULY 18th MEETING.

ICAHN: WELL, ONE THING YOU KNOW, IF IT'S VOTED DOWN, THE SHAREHOLDERS STILL OWN DELL. AND WE STILL OWN A COMPANY THAT REALLY I THINK HAS GREAT POTENTIAL, BUT I THINK WHAT WILL HAPPEN WILL BE THAT – A LOT OF SHAREHOLDERS WILL WANT THE $14 AND THEY'LL ELECT THAT BOARD AND THEY'LL COLLECT IT. AND UNLESS DELL DECIDES TO DO A RECAP AT A HIGHER NUMBER, I MEAN, THEN OBVIOUSLY IT'S AN AUCTION, IF HE DECIDES TO GO AND TENDER,THAT'S FINE WITH ME. SO IT'S UP TO DELL. IF HE WANTS TO GO HIGHER, THE SHAREHOLDERS CAN GO WITH HIM. UNLESS I GO HIGHER WHICH I MIGHT WELL DO.

BARTIROMO: CARL, IS THERE A ROLE – IS THERE A ROLE FOR MICHAEL DELL AT THE COMPANY IF, IN FACT, YOU DO WIN THIS?

ICAHN: IF I WIN COMPLETELY --I MEAN, LOOK, I HAVE NOTHING AGAINST MICHAEL DELL. I THINK HE MISSED THIS TURN. I THINK HE'S A SMART GUY. AND, YOU KNOW, LOOK, IF HE STAYS WITH THE COMPANY,THERE MIGHT BE A ROLE FOR HIM. THERE MIGHT BE -- YOU KNOW, THERE'S PEACE,THERE'S WAR,THERE'S PEACE, AND PEACE IS ALWAYS BETTER IN THESE THINGS. SO IF THAT HAPPENS, IT HAPPENS. I REALLY DO THINK THAT SOME OPERATING PEOPLE SHOULD BE BROUGHT IN. BUT THAT'S SOMETHING THAT I HAVE TO CONSIDER.

BARTIROMO: CARL -- LEAVE IT THERE.

FABER: MARIA, ONE THING CARL DID WANT ME TO SAY, HE'S ON TWITTER, AND HE'S HAPPY WITH IT. TWEETING A LOT.

ICAHN: WE'RE ON TWITTER AND IT'S A GREAT PLATFORM WE'RE GOING TO COME UP WITH THE 10 WORST BOARDS IN THE COUNTRY. WE ARE GOING TO SAY IT ONE BY ONE. IT'S A GOOD BUYING OPPORTUNITY TO LOOK AT THOSE GUYS THAT WE'RE GOING TO TALK ABOUT ON TWITTER.

BARTIROMO: ALL RIGHT. CARL,I'M GOING TO SEND YOU A TWEET RIGHT NOW. HOW'S THAT?

ICAHN: ALL RIGHT. I'M GOING TO HAVE YOU AS ONE OF MY PEOPLE.

BARTIROMO: I'M GOING TO FOLLOW YOU, CARL. CARL ICAHN, DAVID FABER, THANK YOU VERY MUCH. WE'LL BE WATCHING THE PLANS. WE APPRECIATE YOUR TIME TONIGHT. CARL ICAHN, WILL BE TALKING ABOUT DELL AND A LOT MORE AT CNBC DELIVERING ALPHA CONFERENCE ON JULY 17th. THE INVESTMENT MEETING OF THE YEAR. DON'T MISS IT. CARL ICAHN ON JULY 17th, OUR KEYNOTE SPEAKER.


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