CNBC Exclusive: CNBC Transcript: Icahn Enterprises Chairman Carl Icahn Speaks with CNBC's Scott Wapner on "Fast Money Halftime Report" Today

WHEN: Today, Tuesday, August 19th

WHERE: CNBC's "Fast Money Halftime Report"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Icahn Enterprises Chairman Carl Icahn. Following are links to the video on CNBC.com: http://video.cnbc.com/gallery/?video=3000303503 and http://video.cnbc.com/gallery/?video=3000303234.

All references must be sourced to CNBC.

SCOTT WAPNER: WELCOME BACK.I WANT TO GIVE YOU AN UPDATE NOW ON THE BATTLE IN THE DOLLAR STORE SPACE. YESTERDAY DOLLAR GENERAL MADE THAT COMPETING BID FOR FAMILY DOLLAR TRUMPING AN OFFER MADE LAST MONTH BY DOLLAR TREE. WELL, THE FAMILY DOLLAR BOARD SAID YESTERDAY THAT IT WOULD REVIEW DOLLAR GENERAL'S BID WITH ITS TEAM OF ADVISERS. I CAN REPORT TODAY THAT ACCORDING TO SOURCES THERE IS REAL SKEPTICISM INSIDE FAMILY DOLLAR OVER THE TIMING OF DOLLAR GENERAL'S OFFER. THAT'S BECAUSE I'M TOLD DOLLAR GENERAL FIRST ENGAGED FAMILY DOLLAR WELL OVER A YEAR AGO ABOUT THE POSSIBILITY OF DOING A DEAL AND COULD HAVE BOUGHT THE COMPANY FOR CHEAPER THAN ITS CURRENT OFFER. I'M ALSO TOLD BY SOURCES THAT DOLLAR GENERAL HAD A CLEAR RUNWAY TO A DEAL, WHICH FAMILY DOLLAR'S BOARD WAS READY TO SERIOUSLY ENTERTAIN, BUT SOURCES SAY THE FAMILY DOLLAR BOARD BECAME FRUSTRATED BY SOME OF DOLLAR GENERAL'S TACTICS, SUCH AS SCHEDULING AND THEN CANCELLING MEETINGS, AND BECAME CONCERNED THAT DOLLAR GENERAL'S REAL MOTIVE WAS SIMPLY TRYING TO PUSH FAMILY DOLLAR STOCK PRICE LOWER. NO TELLING AT THIS POINT HOW THE WHOLE THING IS GOING TO PLAY OUT. I CAN, THOUGH, REPORT THAT ACCORDING TO SOURCES THERE'S REAL CONCERN WITHIN FAMILY DOLLAR AS HAS BEEN REPORTED ELSEWHERE, OF THE RISKS ASSOCIATED WITH DOLLAR GENERAL'S BID AND MAY ULTIMATELY VIEW THE DOLLAR TREE BID AS THE MOST LIKELY TO PASS MUSTER WITH REGULATORS AND FAMILY DOLLAR'S OWN SHAREHOLDERS. I WANT TO BRING IN SOMEONE NOW INTO THE CONVERSATION WHO CERTAINLY HAS A LOT TO SAY ABOUT THIS. CARL ICAHN, AS YOU KNOW, IS A FAMILY DOLLAR SHAREHOLDER. HAD A MUCH LARGER STAKE THAN HE DOES TODAY. BUT CARL, WELCOME TO THE CONVERSATION. GOOD TO HAVE YOU ON.

CARL ICAHN: YEAH. GOOD TO BE ON.

WAPNER: YOU SEEM TO IT BE FIRED UP TODAY. AND I WOULD THINK A GUY WHO MADE SOME – I DON'T KNOW, 200 MILLION DOLLARS IN A FAIRLY SHORT ORDER IN FAMILY DOLLAR WOULD BE PRETTY HAPPY ABOUT NOW. WHAT'S UP?

ICAHN: WELL, YOU KNOW, I'M HAPPY THAT WE MADE 200 MILLION IN A FEW MONTHS, AND I'M CERTAINLY HAPPY FOR THE IEP SHAREHOLDERS THAT BENEFIT FROM THIS. THE ONLY THING THAT IRKS ME ABOUT IT IS, AGAIN, AND I KEEP REPEATING THIS THEME, AND AT THE RISK OF BEING CORNY, YOU KNOW, I REALLY DO CARE ABOUT CORPORATE GOVERNANCE, AND I THINK THIS IS AN EXAMPLE OF WHY THE SYSTEM IS SO DYSFUNCTIONAL. YOU KNOW? WE HAD A DINNER AT MY APARTMENT, HOWARD LEVINE AND MYSELF AND SOME – AND ANOTHER BOARD MEMBER OF HIS AND A COUPLE OF MY GUYS. FRIENDLY DINNER AND WHATEVER. AND I WOULDN'T REALLY HAVE TALKED ABOUT IT OR MENTIONED IT, BECAUSE I DON'T LIKE MENTIONING WHAT WE'RE TALKING ABOUT WHAT HAPPENS IN THESE DINNERS, BUT THE COMPANY FOR SOME REASON CHOSE TO BRING IT UP AND BLAME ME FOR THE FACT THAT DOLLAR GENERAL WASN'T INTERESTED. WHICH IS COMPLETELY DISINGENUOUS. I MEAN, THEY CAME OUT AND SAID, YOU KNOW, THAT I REFUSED TO SIGN A CONFI WHICH WOULD HAVE BEEN PEACEFUL. AND THE STORY REALLY IS THAT --

WAPNER: YOU'RE TALKING ABOUT A CONFIDENTIALITY AGREEMENT, JUST SO PEOPLE CAN FOLLOW ALONG.

ICAHN: YEAH. YOU KNOW, AND AT THE DINNER THEY SAID WELL, YOU KNOW, HAVE GREAT PLANS, AND WE HAVE ALL OF THIS, AND THEY BROUGHT UP WHAT REALLY HAPPENED. THEY BRING UP AND SAID THAT, YOU KNOW, I REFUSE TO DO THIS, AND IT WASN'T HELPFUL. NOW, AT DOLLAR GENERAL DIDN'T WANT TO GET INVOLVED BECAUSE I WAS THERE, WHICH IS COMPLETELY DISINGENUOUS.

WAPNER: RIGHT. THERE WAS A SUGGESTION – AGAIN, JUST SO PEOPLE ARE ABLE TO FOLLOW ALONG, CARL, THERE'S A SUGGESTION THAT, YOU KNOW, WHILE YOU MAY HAVE WANTED DOLLAR GENERAL TO COME IN AND DO A DEAL WITH FAMILY DOLLAR, THE SUGGESTION BEING MADE IN THESE FILINGS IS THAT DOLLAR GENERAL DIDN'T WANT TO DO THAT, BECAUSE THEY DIDN'T WANT TO DEAL WITH YOU.

ICAHN: YEAH. AND THAT'S COMPLETELY DISINGENUOUS. I MEAN, AS STATED YESTERDAY, THAT FOR SEVERAL YEARS HE HAS BEEN TRYING TO ENTER DISCUSSIONS WITH FAMILY DOLLAR AND IT SEEMS OBVIOUS THAT DOLLAR GENERAL'S LEVINE WOULD NOT HAVE ANY FUTURE ROLE. YOU KNOW WHAT? WHAT I BELIEVE HAPPENED, AND THIS IS MY BELIEF, IS THAT, LEVINE BELIEVED THAT, OR BELIEVED -- BELIEVE IS NOT THE RIGHT WORD. HIS EGO WAS INVOLVED IN MY OPINION. YOU KNOW, I'M AN OLD POKER PLAYER AND THAT'S THE WAY I SAW IT. HIS EGO WAS INVOLVED. HE MENTIONED SEVERAL TIMES THAT THE CEO THAT RAN IT BEFORE, YOU KNOW FOR THE LAST THREE YEARS, WAS SORT OF TO BLAME. AND I SAID TO HIM, WELL, YOU KNOW, WHAT HAPPENED FOR THE TEN YEARS WHEN YOU WERE RUNNING IT, HOWARD? YOU HAVEN'T DONE A REALLY GOOD JOB. AND HE BRISTLED SOMEWHAT. AND THE POINT I'M TRYING TO MAKE IS THAT I BELIEVE THAT LEVINE WANTED TO PROVE HE HAD GREAT IDEAS. HE SAID SIGN A CONFI. BASICALLY, WE WILL GO OVER THIS WITH YOU. HE HAD IDEAS HOW HE WAS GOING TO RUN THE COMPANY. HE WAS NOT A GUY THAT WAS READY TO SELL THIS COMPANY. AND WHAT BOTHERS ME IS, THAT IF DOLLAR GENERAL REALLY WAS INTERESTED, AND NOW DOLLAR TREE, IT'S THE DUTY OF THE BOARD TO DO WHAT'S BEST FOR THEIR SHAREHOLDERS AND BRING THEM IN. AND AS FAR AS I'M CONCERNED, THIS WASN'T GOING TO HAPPEN AT THIS COMPANY, IF WE HADN'T APPEARED. AND IT'S BASICALLY A SAD COMMENTARY THAT YOU HAVE THESE COMPANIES THAT ACTUALLY COULD BE SOLD FOR THE BENEFIT OF SHAREHOLDERS. SHAREHOLDERS MADE OVER $2.5 BILLION IN VALUE SINCE I'VE BEEN THERE. MY POINT IS THAT WHAT IS WRONG WITH THE SYSTEM IS THAT A BOARD CAN JUST GO IN AND PRETTY WELL CHILL THESE BIDS AND IT JUST, IT ANNOYS ME. NOW I'LL SAY THIS TO YOU –

WAPNER: BECAUSE THERE'S ALSO THE SUGGESTION, CARL, AND I MEAN, A FACT, THAT THE CONVERSATIONS BETWEEN DOLLAR TREE AND FAMILY DOLLAR WOULD HAVE BEEN TAKING PLACE BEFORE YOU GOT INVOLVED IN THE STOCK. CORRECT?

ICAHN: LOOK, THEY MAY HAVE HAD CALLS. THEY MAY HAVE HAD DISCUSSIONS.

WAPNER: I MEAN, FAR ALONG DISCUSSIONS. RIGHT?

ICAHN: I THINK THAT, WELL, THEY SAY THAT THEY HAD FAR ALONG DISCUSSIONS. I PERSONALLY DON'T BELIEVE IT. I THINK THAT THEY WANTED ME TO SIGN A CONFI. IF I SIGNED A CONFI, I WAS THEIR PROBLEM. HOWARD SAID —AND I'M ONLY TALKING ABOUT THIS BECAUSE THEY BROUGHT THE DINNER UP AND THEY BROUGHT UP ABOUT THE CONFIDENTIALITY. HOWARD SAID TO ME, LOOK, I'VE DEALT WITH YOU GUYS, SORT OF LAUGHING, I'VE DEALT WITH YOU ACTIVISTS BEFORE AND I'VE MANAGED TO HOLD THEM ALL AT BAY AND I SAID, WELL YOU'RE NOT HOLDING THIS ONE AT BAY. AND HE CAME UP WITH THIS CONFI IDEA. AND I SAID LOOK, I UNDERSTAND WHAT YOU'RE DOING HERE. I'D BE HAPPY TO SIGN THIS CONFIDENTIALITY, HOWARD. BE HAPPY TO DO IT. IN FACT WE DISCUSSED IT THE NEXT DAY, BUT ONLY FOR A SHORT PERIOD. HE SAID, OH IT WILL BE A SHORT PERIOD. WHEN WE TALKED THE NEXT DAY, THEY SAID OH, WE CAN'T DO IT FOR A SHORT PERIOD. SO IT WAS OBVIOUS THAT THEY WANTED TO GET ME OUT OF THE PICTURE BECAUSE I WAS THE PROBLEM. AND I'M NOT LOOKING TO TAKE CREDIT FOR IT, BUT IT ANNOYS ME THAT THEY'RE USING ME NOW AS SORT OF AN EXCUSE FOR THEM NOT DOING SOMETHING WITH DOLLAR GENERAL A LONG TIME AGO. NOW, I DON'T KNOW WHY DOLLAR GENERAL DIDN'T COME IN EARLIER AND I'M NOT EVEN ARGUING WITH YOU. I THINK MAYBE YOU'RE RIGHT. MAYBE THEY SHOULD HAVE COME IN EARLIER.

WAPNER: I'M TELLING YOU, THEY COULD HAVE. THERE WERE CONVERSATIONS. THEY COULD HAVE GOTTEN – THIS BEING DOLLAR GENERAL, THEY COULD HAVE GOTTEN FAMILY DOLLAR CHEAPER. WHEN THE STOCK WAS LOWER, THEY COULD HAVE MADE A LOWER BID.

ICAHN: YEAH, BUT I THINK IN ALL HONESTY YOU'RE BEING A LITTLE NAIVE WHEN YOU SAY COULD HAVE. BECAUSE WHEN A COMPANY DOESN'T WANT TO SELL, ESPECIALLY WHEN THEY HAVE ANTITRUST, LIKE IN THIS SITUATION, YOU KNOW, THE BOARD CAN KEEP THEM OUT AND AT BAY FOR A LONG TIME. I THINK THE – OF THIS COMPANY WAS, KEEP THESE GUYS OUT AND LET HOWARD RUN IT, LET HIM PROVE HE CAN RUN IT. YOU KNOW, HE SORT OF INHERITED THE COMPANY AND LET HIM RUN IT. AND LOOK, I GOT NO BEEF WITH HOWARD LEVINE. HE WAS A NICE GUY. AND THE ONLY THING THAT BOTHERS ME, OR A FEW THINGS BOTHER ME.

WAPNER: YEAH.

ICAHN: BUT THE ONE IS THAT WE'RE NOW -- HE'S NOW TRYING TO USE US -- OR THEY TRIED TO USE US COMING OUT SAYING I WOULDN'T SIGN A CONFI. WOW LOOK AT ICAHN, HE JUST WANTS TO FIGHT AND, TWO, DOLLAR GENERAL DIDN'T WANT TO DO IT BECAUSE OF ICAHN. WHEN FRED JUST CAME OUT AND SAID HEY, WE WANTED TO BUY IT AND NOBODY CALLED US. NOW, I DON'T KNOW WHAT HAPPENED.

WAPNER: WHAT IS YOUR THOUGHT NOW THAT DOLLAR GENERAL HAS MADE THIS OFFER, AND YOU, I GUESS SOMEWHAT HAVE TAKEN YOURSELF OUT OF THE GAME AND THAT YOU SOLD YOUR STAKE DOWN FROM 9 PLUS PERCENT TO NOW 3 PLUS PERCENT.

ICAHN: LOOK, I MADE 200 MILLION. IEP SHAREHOLDERS SHOULD BE QUITE HAPPY. I'M HAPPY, YOU KNOW, AS FAR AS I'M CONCERNED. I'M NOT IN THIS FIGHT. ANYMORE. I'M NOT GOING TO BE FIGHTING HERE. I'M NOT GOING TO BE INVOLVED ANYMORE. I THINK --

WAPNER: ARE YOU DISAPPOINTED THAT YOU SOLD WHEN YOU DID?

ICAHN: I DIDN'T SELL MUCH CHEAPER THAN WHERE IT IS. I MEAN, SO -- HEY, I'M NOT DISAPPOINTED. I MADE $200 MILLION. I NEVER LOOK FOR THE LAST DOLLAR, AS YOU KNOW. I'VE SOLD A LOT OF THINGS TOO CHEAPLY. BUT IN THE END, YOU KNOW, AS I SAY, MY RECORD IS GOOD ENOUGH FOR ME. SO I'M NOT AT ALL UNHAPPY WITH THE SITUATION. HOWEVER, I WANT TO MAKE A POINT THAT THIS IS ONE OF THE QUINTESSENTIAL PROBLEMS THAT'S WRONG WITH CORPORATE GOVERNANCE TODAY AND WHY SHAREHOLDERS AREN'T GETTING THESE BENEFITS, BECAUSE BOARDS CAN GO IN AND LITERALLY STYMIE THESE DEALS, AND IF IT HADN'T BEEN FOR ME THERE I THINK WITHOUT QUESTION, AND LEVINE SAID, LOOK, I HANDLED YOU GUYS BEFORE. AND I SAID, WELL, YOU'RE NOT HANDLING THIS ONE. I THINK IF I HADN'T BEEN THERE, IF THEY HAD GOTTEN ME TO SIGN THIS CONFIDENTIALITY, THIS COMPANY WOULD STILL BE RUN BY HOWARD LEVINE.

WAPNER: BUT IF YOU'RE FAMILY DOLLAR, DO YOU THINK THEY SHOULD TAKE THE DOLLAR GENERAL OFFER OR TURN IT DOWN?

ICAHN: YOU KNOW, I'M REALLY NOT GOING TO SPEAK TO IT. I AM NOT INVOLVED IN THIS ANYMORE. AND, WELL I SAY I'M NOT INVOLVED, LOOK, I HAVE SMALL POSITIONS. SO WHATEVER I SAY CAN BE, YOU KNOW, USED, TO SAY, WELL, I'M TRYING TO PUSH ONE THING OR PUSH THE OTHER. WE BELIEVE, WHEN WE SAW THIS COMPANY, I'M A REDUCTIONIST. I LOOK AT SIMPLE THINGS. I USE THE BACK OF THE ENVELOPE AS MUCH AS POSSIBLE. THE OLD WAY. IT WAS UNQUESTIONABLE THAT THIS WAS A DEAL CRYING TO BE DONE. IN OTHER WORDS, THERE ARE GREAT SYNERGIES HERE, AND I SAID TO MYSELF, SOONER OR LATER THERE'S GOT TO BE A DEAL HERE. NOW, YEAH THERE COULD BE PROBLEMS, I GUESS, BUT IT WAS AN UNQUESTIONABLE DEAL. THIS DEAL SHOULD BE DONE. IF YOU OWN THIS COMPANY, IF YOU INHERITED THIS COMPANY, SCOTT, YOU WOULD BE GOING CRAZY TO GET THIS DEAL DONE, BECAUSE OF THE SYNERGIES. NOW, WILL DOLLAR GENERAL PREVAIL? I DON'T KNOW. BUT I WILL SAY TO YOU THAT THIS WAS A NO BRAINER, THE WAY I SAW IT. AND IT WORKED OUT IN THREE MONTHS, AND I'M GLAD IT DID. WHAT I AM SAYING – MY LAST WORD, I AM SAYING, WHY THE HELL DIDN'T THE BOARD DO THIS FOR TWO YEARS AND I DON'T BUY THIS FACT, THAT WELL, YOU KNOW, NOBODY WAS NEGOTIATING. WELL, THAT'S THEIR JOB TO GET THIS THING NEGOTIATED. IT WAS A BEAUTIFUL DEAL. AND YOU KNOW WHAT? IT MIGHT HAVE BEEN A GOOD PLOY TO BRING IN AND SAY, WELL, YOU KNOW, WE HAVE ANOTHER BUYER. WE HAVE THIS, WE HAVE THAT. ESPECIALLY WITH ME -- BUT IF THEY WANTED TO DO THIS DEAL, THEY COULD HAVE SAID, CARL, YOU KNOW SOMETHING? WE'RE GOING TO GO OUT AND SAY, THIS IS UP FOR SALE NOW. AND THEN WHY DON'T YOU JUST STEP TO THE SIDELINES? I WOULD HAVE BEEN THRILLED TO STEP TO THE SIDELINES. I'VE DONE THIS IN MANY OTHER COMPANIES. IN FACT, I SUPPORT THESE DEALS. LET ME JUST SAY, DOLLAR GENERAL DIDN'T WANT TO DEAL WITH ME. I WOULD HAVE BEEN COMPLETELY TOTALLY SUPPORTIVE. I WOULD HAVE HELPED DOLLAR GENERAL TO DO THE DEAL AT THAT MOMENT IN TIME. SO THAT'S NONSENSE.

WAPNER: RIGHT.

ICAHN: WHY IN THE HELL DIDN'T THEY DO IT?

WAPNER: CARL, I'VE GOT TO RUN. AND I KNOW YOU SAID THAT WAS YOUR LAST WORD, JUST LET ME GET ONE COMMENT. ONE COMMENT FROM YOU BEFORE WE GO.

ICAHN: YEAH.

WAPNER: APPLE CURRENTLY TRADING ABOVE ITS SPLIT ADJUSTED RECORD CLOSE OVER $100. YOUR COMMENT AS I'M – YOU TELLING ME, STILL A SHAREHOLDER, OBVIOUSLY, AND A SIZABLE ONE.

WAPNER: WE'RE A VERY SIZABLE SHAREHOLDER. I THINK THOSE FOLLOWERS THAT READ MY TWEET WHEN IT WAS, WHAT WAS IT, 450? NOT TOO LONG AGO, THE ONES THAT BOUGHT IT AND HELD IT SHOULD BE HAPPY. YOU SHOULD READ MY TWEETS MORE. THEY SHOULD BECOME FOLLOWERS. SO I THINK THEY SHOULD BE AWFUL HAPPY WITH THIS ONE, AND WE HAVEN'T SOLD A SHARE AND – WELL LOOK, I'M NOT GOING TO COMMENT WHAT WE DO IN THE FUTURE, BUT I WILL TELL YOU THIS –

WAPNER: I UNDERSTAND.

ICAHN: APPLE WAS ANOTHER NO BRAINER, JUST LIKES THIS DOLLAR GENERAL/FAMILY DOLLAR CONCEPT IS A NO BRAINER. SO THAT IS WHAT I WILL SAY, SCOTT. APPLE, IS STILL WHAT I CONSIDER TO BE ONE OF THE GREATEST COMPANIES IN THE COUNTRY. SO, LEAVE IT AT THAT.

WAPNER: CARL, I THANK YOU FOR THE TIME. WE'LL TALK TO YOU SOON.

ICAHN: OKAY. GREAT.

WAPNER: CARL ICAHN.

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