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

WHEN: Today, Monday, October 15, 2018

WHERE: CNBC's "Fast Money Halftime Report"

Following is the unofficial transcript of a CNBC interview with Icahn Enterprises Chairman Carl Icahn and CNBC's Scott Wapner on "Fast Money Halftime Report" today, Monday, October 15th. Following is a link to video of the interview on CNBC.com: https://www.cnbc.com/video/2018/10/15/full-interview-with-carl-icahn.html.

All references must be sourced to CNBC.

SCOTT WAPNER: ACTIVIST INVESTOR CARL ICAHN IS GEARING UP FOR YET ANOTHER FIGHT WITH MICHAEL DELL THIS TIME OVER MR. DELL'S PLAN TO ACQUIRE SHARES IN A TRACKING STOCK KNOWN AS DVMT. THE TRACKER WAS CREATED AFTER DELL'S PURCHASE OF EMC TO CAPTURE THE VALUE OF THE COMPANY'S STAKE IN VMWARE, ICAHN URGING SHAREHOLDERS TO OPPOSE DELL'S PLAN. MR ICAHN JOINING US BY PHONE AND ALSO JOINING US TODAY FROM THE NEW YORK STOCK EXCHANGE IS MY COLLEAGUE, CNBC'S DAVID FABER. DAVID, GOOD TO HAVE YOU WITH US. CARL, ARE YOU THERE?

CARL ICAHN: I'M HERE. HOW ARE YOU DOING, DAVE AND SCOTT?

WAPNER: WE'RE DOING WELL. I HAVE THE LETTER IN FRONT OF ME, CARL, WHERE YOU SAY, QUOTE, I INTEND TO DO EVERYTHING IN MY POWER TO STOP THIS PROPOSED MERGER BE ASSURED I STILL ENJOY A GOOD FIGHT FOR THE RIGHT REASONS. WHY IS THIS THE TIME FOR ANOTHER FIGHT WITH MICHAEL DELL?

ICAHN: WELL, IT'S REALLY NOT NECESSARILY A FIGHT BECAUSE IT'S MICHAEL DELL, IT CAME TO MY ATTENTION, ACTUALLY, FROM A NUMBER OF SHAREHOLDERS THAT CALLED ME UP AND ASKED ME TO HELP. THAT'S HAPPENED QUITE A BIT OVER THE YEARS AS I SAID IN THE LETTER SO I'M VERY PROUD OF OUR RECORD. I'VE GOTTEN HELP FROM THOSE WHO ASKED FOR HELP THAT'S WHY I'M THERE AND I'LL TELL YOU I THINK AFTER STUDYING IT, IT DIDN'T APPEAR TO BE THE TRACKER WAS THE WAY TO INVEST. AFTER STUDYING IT, I THINK IT'S ONE OF THE BEST OPPORTUNITIES I'VE EVER SEEN I WAS THE ONE THAT TALKED ABOUT APPLE AND REMEMBER THE TWEET AND APPLE WAS GREAT FOR A DIFFERENT REASON THIS IS GREAWT BECAUSE IT IS JUST PICKING UP $11 BILLION MATHEMATICALLY IT'S ALMOST INCREDIBLE THAT'S WHY I'M INVOLVED IN IT.

WAPNER: RIGHT THERE WERE REPORTS AS YOU SAY YOU WEREN'T GOING TO FIGHT, YOU HEARD FROM THESE OTHER PEOPLE, YOU HAD MORE THAN 1% OF THE SHARES AND THEN YOU'VE BEEN BUYING THE HECK OUT OF IT QUIETLY AND SECRETLY OVER THE LAST MANY WEEKS. NOW YOU HAVE $16.5 MILLION HOW WILL YOU TRY TO APPLY PRESSURE ON DELL TO PAY MORE FOR THIS TRACKING STOCK YOU THINK IS WORTH MORE AROUND $144 WHERE HE SAYS $109, FINAL OFFER. THAT'S WHAT IT'S GOING TO BE

ICAHN: YEAH BUT I MEAN WHO WANTS HIS OFFER HE'S SAYING, THAT'S MY FINAL OFFER. I'M SAYING THAT HE REALLY – I THINK THE REAL QUESTION IS THIS HE THINKS HE CAN COERCE SHAREHOLDERS INTO TAKING HIS OFFER WITH SCARE TACTICS SAYING, IF YOU DON'T, I'M GOING TO TAKE IT -- I'M GOING TO DO AN IPO AND CRAM IT DOWN YOU AND HE BELIEVES BECAUSE IT'S IN THE CHARTER -- WHEN HE BOUGHT EMC, THEY PROMISED, HIS INVESTMENT BACKERS, PROMISED TOLD THOSE WHO BOUGHT -- THAT'S WHY A LOT OF THE DVMT, THE TRACKER STOCKHOLDERS ARE UPSET HE TOLD THEM HE -- AND THEIR INVESTMENT BANKERS TOLD THEM THERE WOULD REALLY BE VERY LITTLE DISCOUNT. IN ESSENCE WE'RE LETTING YOU HAVE THE TRACKER BUT IT'S LIKE HAVING THE COMPANY STOCK, AND THE STOCK WENT UP AND YOU'RE GOING TO GET FULL VALUE FOR THAT. HE'S DONE A LOT TO PUSH THAT DOWN YOU'RE NOT REALLY SUPPOSED TO DO THAT

WAPNER: VMWARE AS I LOOK AT IT NOW TRADES NORTH OF $145 OBVIOUSLY THE TRACKER IS WELL BELOW THAT AND THAT'S PART OF YOUR POINT. YOU THINK HIS OFFER IS DRAMATICALLY UNDERVALUING WHAT VMWARE IS TRULY WORTH.

ICAHN: WHAT I'M REALLY SAYING, HIS WHOLE MODUS OPERANDI HERE IS TO GO OUT AND TELL THE TRACKERS THAT THEY OUGHT TO TAKE HIS DEAL THEY HAVE ON THE TABLE NOW, WHICH I THINK IS REALLY ONLY WORTH $98 TO $100 BECAUSE I DON'T THINK DELL IS WORTH VERY MUCH. I DON'T THINK DELL IS WORTH ANYWHERE NEAR WHAT HE SAYS IT IS. DELL STOCK ITSELF DELL STOCK IS TRADED BASED ON THE FACT THEY OWN VMWARE WHICH IS A GREAT COMPANY NOT BECAUSE THEY OWN A MUNDANE HARDWARE COMPANY THAT'S WHERE IT WOULD TRADE. DELL WILL TELL YOU THE CERTIFICATE OF A CORPORATION THEY HAVE WITH THE TRACKER ALLOWS THEM TO CRAM THE TRACKER WITH C STOCK IF THEY DO AN IPO. BUT WHAT THEY DO NOT TELL YOU IS THAT DELAWARE IS VERY EXPLICIT, THAT CONTROLLING SHAREHOLDERS DIRECTORS HAVE A FIDUCIARY DUTY OF LOYALTY TO THE PUBLIC SHAREHOLDERS SUCH AS A TRACKING STOCK DELL AND SILVER LAKE THEY CANNOT LINE THEIR POCKETS AT THE STOCKHOLDERS' EXPENSE NOT ONLY IS DELL NOT FULFILLING THIS OBLIGATION BUT THEY HAVE CONTINUALLY MANIPULATED THE CORPORATE MACHINERY TO DEPRESS THE VALUE OF THE TRACKING STOCK HOLDERS.

WAPNER: I HAVE DAVID FABER WITH ME, AS WE SAID

ICAHN: I HEARD DAVID TODAY AND HE DID A GOOD JOB IN TALKING ABOUT IT

WAPNER: DAVID, ARE YOU THERE?

DAVID FABER: I AM HERE

ICAHN: I WANT TO SAY SOMETHING HERE THAT'S MORE NEWS I BELIEVE BASED ON WHAT I'VE HEARD OVER THE LAST FEW WEEKS OR EVEN MONTHS THAT THE EVIDENCE WHICH WE WILL RECEIVE BASED ON A 220 REQUEST WHICH WE ARE GOING TO SUBMIT TOMORROW, ASKING FOR $220, WHICH GIVES A LOT OF INFORMATION ABOUT WHAT'S BEEN GOING ON THE LAST MONTH OR TWO WILL PROVE WHAT I'VE BEEN SAYING THERE'S BEEN A LOT OF WHAT I CALL COERCION AND MANIPULATION WHEN YOU'RE A MAJORITY HOLDER ESPECIALLY YOU HAVE A FIDUCIARY OBLIGATION, THE BOARD HAS ONE, YOU'RE NOT SUPPOSED TO GO AND COERCE AND FOOL AROUND AND TALK DOWN YOUR MINORITY HOLDER'S POSITION YOU ARE NOT SUPPOSED TO DO IT IT IS NOT DONE IN DELAWARE. IT'S NOT GOOD. AMAZINGLY DELL HAS BOASTED OF THE OPPORTUNISTIC OPPORTUNITIES THAT THEY HAVE, THAT THE DISCOUNT GIVES FOR MICHAEL DELL AND SILVERLAKE AT THE EXPENSE OF THE HOLDERS. IT'S SORT OF AMAZING

FABER: CARL, IT'S DAVID. YOU'RE GETTING TO THE KEY QUESTION HERE, YOUR OPPOSITION COUPLED WITH THE OPPOSITIION OF MANY OTHER SHAREHOLDERS I THINK REALLY SEEMS TO DOOM THE TRANSACTION AS CURRENTLY CONSTRUCTED TO TRY TO EXCHANGE DELL SHARES FOR DVMT CERTAINLY AT THE NUMBER THEY'VE PUT OUT THERE THIS IDEA THAT YOU HAVE THAT THE IPO THREAT IS AN EMPTY ONE AND YOU REFERENCED DELAWARE LAW, MANY PEOPLE ARE SORT OF TRYING TO UNDERSTAND THAT IT'S INCUMBENT ON YOU TO EXPLAIN THAT MORE. I HAVE SPOKEN TO SOME OF THE POTENTIAL UNDERWRITERS OF AN IPO THEY SEEM COMMITTED TO THAT AT VALUATIONS FAR IN EXCESS OF AT LEAST THE IMPLIED VALUE OF DELL IN THE EXCHANGE FOR DVMT WHY ARE YOU SO SURE YOU CAN PREVENT THEM FROM POTENTIALLY GOING THE IPO ROUTE AND IN DELAWARE IN PARTICULAR GIVEN YOU LOST THERE WHEN YOU TRIED TO GET THE APPRAISAL RIGHTS ON THE ORIGINAL LBO AND THEY'LL SAY, HEY, WE'RE BEING FAIR WE'RE GIVING SHAREHOLDERS A VOTE, FOR EXAMPLE ON THIS TRANSACTION.

ICAHN: DAVID, I HEAR YOU I THINK IT'S DIFFERENT THAN FIVE YEARS AGO. FIVE YEARS AGO I GOT TO THE SCENE VERY LATE AND I WAS EVEN SURPRISED THAT WE DID MAKE AN INROAD AND THAT WE DID GET MICHAEL DELL TO PUSH IT UP I WOULD HAVE SAID IT WOULD BE 50/50 THAT HE WOULD DO IT AT ALL. THIS IS VERY DIFFERENT IN THIS CASE UNLIKE THE OTHER ONES JUST THINK ABOUT THE FACT THAT WE'RE GOING TO PRESENT TO A DELAWARE JUDGE WE'RE GOING TO JUST SAY, LOOK, WHEN THIS STOCK GOES UP AND THAT WAS ACCEPTED. AND THE INVESTMENT BANKERS THEMSELVES TOLD THEM THIS THING IS NOT GOING TO TRADE AT A DISCOUNT IT IS GOING TO TRADE AT A 5% DISCOUNT MAYBE A 10% DISCOUNT MAYBE A 5% PREMIUM DON'T WORRY ABOUT IT AND THEN WHEN THEY LOOKED AT THE VERY LOOSE COVENANCE MY UNDERSTANDING IS THEY SAID DON'T WORRY ABOUT IT, WE'RE GOING TO BE HONEST ABOUT THIS. WE'RE NOT GOING TO DO ANYTHING I UNDERSTAND, IMMEDIATELY WENT OUT AND STARTED TO BASH THE VALUE OF THE TRACKER BY BASHING THE VALUE OF BMW. THEY THREATENED THAT THEY WOULD TAKE OVER BMW KNOWING THAT WOULD CAUSE BMW TO GO DOWN. THEY WERE COMPLETELY INSINCERE ABOUT IT CONCERNING WHAT THEY SAID. I THINK WITHOUT QUESTION THIS WILL BE AN ARGUMENT WHEN YOU HAVE A CONFLICT. IT'S NOT LIKE DELL IS OWNED BY A LOT OF LITTLE PEOPLE ALSO. IT'S OWNED BY TWO PEOPLE DELL AND SILVERLAKE. SO YOU HAVE TWO GUES WHO WILL MAKE $11 BILLION FOR DOING NOTHING. IT'S UNRIVALED EVEN ON WALL STREET STANDARDS GETTING $11 BILLION JUST SITTING THERE THAT YOU DIDN'T WORK FOR, YOU DIDN'T PRODUCE ANYTHING FOR, YOU DID NOTHING AND GIVE ME $11 BILLION BECAUSE I'M BEING NICE TO YOU AND I'M LETTING YOU KEEP SOME OF THE DISCOUNT I THINK DELL AND SILVERLAKE BY THE WAY, TO GO BACK TO YOUR BANKERS, DAVID, I DON'T THINK THE BANKERS -- I DON'T SAY THIS BECAUSE I KNOW THEY'RE ALL SMART GUYS I DON'T THINK THEY UNDERSTAND THE RISK THEY'RE WALKING INTO. DELL SAYS, HEY, LOOK, YOU ARE GOING TO BUY DELL BUT HERE IS THE DIRTY LITTLE SECRET. WHEN YOU GET DELL THERE'S $10 BILLION, MAYBE $11 BILLION MAYBE $7, $8 BILLION COMING FOR THAT YOU WE DON'T TALK ABOUT THAT WE'RE GOING TO TAKE AWAY FROM THE TRACKERS WHO WERE STUPID ENOUGH TO TRUST US YOU'RE GOING TO GET A PIECE OF IT, GUYS AND THAT'S WHY YOU MIGHT BE RIGHT, DAVID, IN SAYING THE IPO HAS BEEN LOOKED AT AS AN OPPORTUNITY. WHEN IT'S UNDERSTOOD THAT THEY CAN'T COUNT ON THAT WINDFALL AND, BY THE WAY, WHEN YOU REALLY DIG INTO IT SOMEBODY REALLY DIGS INTO THE FACT THAT DELL HAS ITS OWN PROBLEMS DELL IS A CYCLICAL COMPANY AND IT DOES OWE WE THINK THEY OWE $45 BILLION BUT WHATEVER THEY OWE IT IS CYCLICAL

FABER: I UNDERSTAND THAT GETS TO WHY YOU BELIEVE THAT THEY NEED TO ACT FOR VMWARE LET'S GET TO YOU RESPOND TO A COUPLE THINGS I'VE HEARD FROM THE DELL SIDE. THEY SAY YOUR THREAT OF LITIGATION SMACKS OF DESPERATION THEY POINT OF COURSE TO THE DEAL THE DECENTRIS DEAL AND THE LBO BUT MORE TO THE POINT ABOUT DVMT TRADING AT A DISCOUNT THEY'VE SORTY OF ENGINEERED THEY CLAIM THAT'S NOT THE CASE THE MARKET IS DECIDING EVERYDAY WHERE DVMT WILL TRADE, THEY WON THEY KNOW WHAT THE APPLICABLE CONTRACTS ALLOWED FOR HERE IN TERMS OF POTENTIAL EXCHANGE. THEY GO ON TO SAY THAT DVMT DID TRADE AT A DISCOUNT BUT IT HAS DONE PRETTY WELL THEY'VE GIVEN DIVIDENDS, BUYBACKS THEY'VE DONE ALL RIGHT AND SO THEY SORT OF QUESTION WHY THERE ARE THOSE QUESTIONING OVERALL THEIR APPROACH HERE.

ICAHN: SO MANY THINGS YOU SAID IT IS HARD TO ANSWER TO BEGIN WITH, I DON'T UNDERSTAND THE DESPERATION I'VE NEER SEEN THE DEAL WHICH I OBVIOUSLY COULD HAVE BEEN WRONG BEFORE BUT HOPEFULLY A LOT MORE RIGHT THAN WRONG. WHERE DO YOU SEE A DEAL EVEN IF YOU TOOK THEIR DEAL AND EVEN IF YOU LIVE WITH IT AND GAVE THE $11 BILLION THE STOCK IT'S WORTH WHAT IT'S SELLING FOR ANYWAY

FABER: RIGHT

ICAHN: YOU CAN'T SAY THE HOLDER IS DESPERATE. WHO WANTS TO GIVE AWAY $11 BILLION AND THEREFORE YOU GO TO LITIGATION IN DELAWARE. I THINK LOOKING AT A LOT OF THE CASES IN DELAWARE WHERE THERE'S CONFLICTS LIKE THIS. THIS IS A COMPLETE AND TOTAL CONFLICT THE COMPANY HAS BOASTED ABOUT LITERALLY STEALING $11 BILLION LET'S CALL A SPADE A SPADE THAT'S WHAT IT IS. I THINK THE COURTS WILL LOOK AT THIS ASKANCE YOU WENT IN, YOU HAVE SOMETHING THAT YOU CHARTED THAT SAYS, YES, THEY CAN DO AN IPO AND WE'RE NOT OBJECTING TO AN IPO BUT IF YOU ARE GOING TO DO AN IPO YOU CAN'T SAY, BY THE WAY, IF YOU DON'T TAKE THE DEAL I'M OFFERING YOU NOW, WE'RE GOING TO DO AN IPO.

WAPNER: CARL, IT'S SCOTT AGAIN. YOU SAY IN THE LETTER, IT'S A PROVOCATIVE POINT, TOO, YOU'RE CONSIDERING A COMPETING PARTIAL BID. HOW SERIOUS ARE YOU ABOUT THAT AND WHO ELSE ARE YOU TALKING TO?

ICAHN: I VERY RARELY HAVE SEEN A DEAL, AND I'LL SAY IT MAYBE AGAINST MYSELF HERE, THAT THE DVMT SHAREHOLDERS ARE OWED MOST OF THAT $11 BILLION. IF WE DON'T GET IT THE STOCK IS PRETTY MUCH WORTH WHAT IT IS NOW. BUT IF WE DO GET IT $11 BILLION IT'S WORTH $50 A SHARE OR CLOSE TO SO IT IS ALMOST STUPID TO LET THEN GET AWAY WITH IT. BUT I DO ADMIT I THINK THE IPO IS NOT GOING TO BE ABLE TO GET THROUGH. I THINK THE EXECUTION WILL BE VERY HARD. WHEN YOU SAY PEOPLE LIKE IT NOW THEY DON'T HEAR MY SIDE OF IT. THAT WILL BE HARD TO GET ANY REAL VALUE THERE BUT WHAT I THINK THEY COULD DO IS GO TO THESE GUYS NOW AND SAY, HEY, LOOK, YOU DON'T WANT THIS WAR, YOU DON'T WANT THIS FIGHT, YOU DON'T WANT THIS UNCERTAINTY, SO HERE'S WHAT WE'LL DO, WE'LL BUMP IT A BIT WHICH I EXPECT THEM TO DO. IF THEY DON'T, THAT'S FINE WITH ME IF THEY DO BUMP IT A BIT, I WANT TO BE IN A POSITION -- YOU KNOW, IPO IS NOT SOME LITTLE COMPANY. IPO HAS $32 BILLION IN ASSETS. I'M VERY PROUD OF IT AND OWN MOST OF IT SO I DON'T HAVE TO BE AS CONCERNED ABOUT GETTING WITHDRAWALS, ET CETERA, BECAUSE WE DON'T HAVE WITHDRAWALS. I CAN UNDERSTAND THERE WILL BE SOME WITHDRAWALS SOME OF THESE GUYS WILL BE THREATENED AND WILL SAY GIVE ME A BUMP AND I'LL TAKE IT. I WANT TO BE THERE TO BID AGAINST THAT BUMP. THAT'S WHAT I'M SAYING IT MAKES SENSE AND I FEEL VERY STRONGLY THAT I COULD PUT MY OWN COUPLE MORE BILLION INTO IT AND GET OTHERS TO JOIN ME TO DO THAT BUMP SO, HEY, IT WOULD BE A FAIR BIDDING WAR. THAT'S OKAY WITH ME AND DELL DELL HAS A RIGHT TO MAKE A BID THAT'S FAIR AND THAT'S GREAT THE ONE THING THAT THE FIDUCIARIES DID HERE, THE INDEPENDENT BOARD, I'M A LITTLE DISAPPOINTED IN EVEN LETTING THIS GO THE WAY IT IS, BUT THEY SAID, HEY, DMTV HAVE TO VOTE ON IT AND THAT'S FAIR. I DELL WANTS TO SAY YOU GUYS HAVE TO VOTE ON THIS AND I'M GIVING YOU THIS. ICAHN'S GIVING YOU THAT. I'LL COME BACK WITH THIS BID WHY SHOULD THEY BE THE ONLY ONE THAT HAS THE RIGHT TO BUY IT BECAUSE THEY PUT SOME CRAZY DEAL TOGETHER IN THEIR CERTIFICATE OF CORPORATION THAT'S AMBIGUOUS AT BEST AND SAY THIS WILL STAND UP IN COURT? I DO NOT BELIEVE IT WILL STAND UP IN COURT. BUT IF IT DOES, IT DOES.

FABER: AND, CARL, IT'S DAVID AGAIN YOU SEEM WILLING THEN TO PUT YOUR MONEY WHERE YOUR MOUTH IS ON THAT ALREADY WITH THE 8.3%. VERY IMPORTANTLY, AS SCOTT QUESTIONS YOU, THAT WILLINGNESS TO OFFER A COMPETING BID THE WAS YOU SEE IT IS WHAT YOU'LL SPEND $10 BILLION BECAUSE YOU THINK YOU HAVE A $11 BILLION GUARANTEED RETURN

ICAHN: NO, NO, NO, NO. LET'S UNDERSTAND SOMETHING I'M NOT SPENDING $10 BILLION DON'T GET ME WRONG ON THIS ONE AND I'M NOT SAYING I'M DOING IT. I HAVE NOT GIVEN ANY ASSURANCE ON DOING IT. BUT THINK OF THE NUMBERS, DAVID. YOU'RE SAYING IT ONE WAY AND I HEARD YOU ON TV, AND YOU DID A GOOD JOB ON TV THIS MORNING. I CONGRATULATE YOU ON THAT

FABER: THANK YOU, CARL I ALWAYS APPRECIATE WHEN YOU SAY THAT

ICAHN: WITH ALL RESPECT. YOU SORT OF MISSTATE IT A LITTLE BIT I'M NOT DOING IT THIS WAY HERE, BUT IF YOU HAD ALL THE MONEY, IF YOU HAD $20 BILLION SITTING IN TREASURIES, A SOLID WEALTH FUND MIGHT HAVE HOW DO I GET MONEY THIS IS A GREAT WAY TO MAKE 100%, RIGHT? JUST LISTEN, YOU COULD GO IN, RIGHT NOW IT SELLS FOR $20 BILLION. IF YOU BUY THE $20 BILLION, NOW YOU OWN IT IF YOU'RE WORRIED ABOUT BMW WHICH I'M NOT BECAUSE I THINK EVENTUALLY IT'S GOING UP. SAY YOU WANTED TO BE SURE, 100%, YOU GO IN AND SHORT THE AMOUNT VMWARE COVERS AND IT DOESN'T MATTER IF IT GOES UP OR DOWN YOU'RE NOW ONE DAY SOONER OR LATER DELL HAS TO COME TO THE TABLE. THEY CAN'T JUST SIT THERE WITHT THIS THING THE WAY IT IS. AND I BELIEVE THAT AND I THINK ANY SMART INVESTOR MIGHT HAVE TO WAIT A FEW YEARS YOU GET $11 BILLION PROFIT YOU ARE GUARANTEED AN $11 BILLION PROFIT ON YOUR INVESTMENT OF $20 BILLION BUT YOU WOULD ONLY PUT UP, SAY, 50%. SO IF YOU PUT UP $10 BILLION, YOU'RE GOING TO MAKE 100% PROFIT ALMOST GUARANTEED. THAT'S WHAT I'M SAYING

FABER: I UNDERSTAND. BUT, CARL, THE NATURE OF THE SECURITY, THEY DO ALWAYS HAVE THE PREROGATIVE AND WILL INTO THE FUTURE TO DO THAT IPO BASED ON YOU BELIEF THEY WOULD BEAT THEM IN DELAWARE.

ICAHN: THAT'S WHERE GREAT MINDS DISAGREE

FABER: OKAY.

ICAHN: I SAY YOU'LL NEVER GET THAT IPO OFF THE GROUND I WOULD BE FIGHTING IT OTHERS WOULD BE FIGHTING IT. A LOT OF SHAREHOLDERS WILL HATE IT AND I THINK THE DELAWARE COURTS -- LOOK, I SEE DELAWARE IN ACTION. IT'S NOT LEGAL TO LITERALLY -- AND I'LL SAY IT -- STEAL FROM YOUR SMALL INVESTORS WHEN YOU CONTROL THE COMPANY. IT'S NOT LEGAL IN DELAWARE AND I THINK THE COURTS WILL SAY, HEY, YOU'RE NOT BEING FAIR WHAT THEY COULD DO THAT WOULD BE FAIR, MAYBE, AND WE TALK ABOUT THAT, WOULD BE, YEAH, GO DO YOUR IPO AND GO DO YOUR EXCHANGE BUT DO IT SUBJECT TO A VOTE OF THE DVMT SHAREHOLDERS AND THEN THEY WON'T NEED FULL FAIRNESS AT THE VERY LEAST THIS WAY YOU'LL NEED FULL FAIRNESS. WHAT FULL FAIRNESS MEANS IS YOU CAN'T JUST RELY, YOU HAVE TO PROVE WHAT YOU'RE OFFERING THE SHAREHOLDERS IS FAIR THEN WE WOULD GO IN-DEPTH, WHICH I'M SURE THEY DON'T WANT TO SHOW WHAT THEY'RE DOING AND WHAT THEY'RE PAYING FOR DELL OR WHAT THEY'RE SAYING DELL IS WORTH, THEY'VE ALREADY THREATENED, I'VE HEARD, FROM DIFFERENT SHAREHOLDERS THAT THEY SAY YOU HAVE TO BE SCARED. WE'LL DO A VERY SMALL IPO AND THAT'S GOING TO REALLY SCREW YOU. I DON'T KNOW WHAT WORDS THEY SAY. I HAVEN'T TALKED TO THEM NOW THEY'LL SAY IN FULL FAIRNESS MEANING YOU HAVE TO ASK REAL EXPERTS TO SAY WHAT YOU'RE OFFERING IN YOUR IPO IS FAIR ESPECIALLY IF YOU'RE GOING TO COERCE WITH IT EVEN IF THEY DO THAT, THAT'S WHAT I SAY WOULD BE THE LEAST I THINK THE DELAWARE COURTS WOULD DO I THINK THE MOST WOULD BE THEY WOULD GIVE AN INJUNCTION AND IF YOU DON'T GET THE INJUNCTION WE'LL BE SUING DELL FOR DAMAGES FOR MANY YEARS TO COME I DON'T THINK THAT'S WHAT THEY WANT I DON'T WANT IT EITHER IF THEY WANTED TO BE FAIR THEY WOULD SAY, YOU KNOW WHAT, WE'LL OFFER WHAT WE THINK IS FAIR. WE'RE BEING GOOD GUYS. IF YOU WANT TO MAKE A BETTER OFFER, ICAHN, BE OUR GUEST AND LET THE DVMT SHAREHOLDERS BASICALLY VOTE ON IT IF THEY COME IN WITH 51%, I WOULD STAND ASIDE AND SAY, OKAY, YOU WON. THE BEAUTY OF THIS ONE IS THAT YOU DON'T HAVE MUCH TO LOSE UNLESS VMWARE GOES DOWN. I WOULD BE VERY HAPPY AND SO WOULD MOST INVESTORS TO BUY BMW, THE STOCK THAT WE'RE TRACKING, AT A 50% OR 40% DISCOUNT ANYBODY IN THE WORLD WOULD WANT TO DO THAT

FABER: SURE.

ICAHN: SO THAT'S WHAT I'M REALLY DOING. THAT'S HOW I LOOK AT IT. SO, I LOOK AT IT THAT THERE'S NOT MUCH RISK IN WHAT I'M DOING. HEY LOOK, I PUT UP – I WENT TO 8 %. I THINK I'M THE SECOND LARGEST SHAREHOLDER NOW AND I BOUGHT IT IN THE LAST FEW MONTHS. I PUT UP OVER A BILLION THREE, A BILLION FOUR. AND I'M SERIOUS, I'M NOT GIVING YOU ASSURANCES, BUT I JUST SAID, I'D BE WILLING TO BUY MORE I THINK UNDER THE RIGHT CIRCUMSTANCES. SO THAT'S WHAT I'M SAYING.

WAPNER: CARL, THIS IS SCOTT AGAIN. I'D LIKE TO USE THE REST OF OUR TIME THAT I HAVE YOU TO TALK ABOUT THE MARKET. DAVID, THANK YOU SO MUCH FOR DOING THIS WITH US.

FABER: OF COURSE. THANKS FOR HAVING ME, SCOTT.

WAPNER: FOR THE RECORD, YOU DID GREAT ON THIS PROGRAM TOO, DAVID. YOU'RE HAVING A GOOD DAY.

ICAHN: OKAY, DAVID

FABER: THANKS, CARL.

WAPNER: ALL RIGHT. DAVID, DOWN AT THE STOCK EXCHANGE, KNOWS THE STORY REALLY BETTER THAN ANYBODY. SO THAT'S WHY WE WANTED TO HAVE HIM HERE AS WELL.

ICAHN: YEAH.

WAPNER: CARL, LET'S TALK MARKETS OKAY? AFTER COMING OFF THE WEEK THAT WE DID LAST WEEK FOR A GUY WHO AS I KNOW WHO IS I'D SAY FAIRLY, SOMEWHAT CAUTIOUS GENERALLY, WHERE ARE YOU NOW? WHAT DO YOU THINK ABOUT THIS MOST RECENT PULLBACK?

ICAHN: WELL LISTEN, I'VE SAID THIS MANY TIMES HERE. YOU KNOW, WHEN I DO MY OWN COMPANY AND I'M REALLY STUDYING IT LIKE A DELL, LIKE A NUMBER OF OTHER ONES I'M IN, I FEEL A LITTLE STRONGER THAT I HAVE AN EDGE AND I KNOW WHAT I'M DOING. I DON'T THINK ANYBODY KNOWS WHAT THE MARKET IS GOING TO DO AND I'VE SAID THAT FOR YEARS. BUT YOU ALWAYS LIKE TO GUESS AT IT. YOU KNOW, IT'S A REAL FUN GAME AND EVERYBODY DOES IT. AND YOU HAVE TO BE CAUTIOUS, I THINK, AT THIS POINT. I'VE BEEN SAYING THAT FOR A YEAR OR TWO, THAT YOU HAVE TO BE CAUTIOUS. BUT YOU KNOW, TRUMP HAS SHOWN A LOT OF RESILIENCY. HE'S PULLED STUFF OUT. I THINK TRUMP HAS DONE AN EXCELLENT JOB IN GETTING REGULATIONS OUT, AND IN GETTING THAT TAX DEAL DONE. I HAVE TO SAY THAT, AND I'VE SAID IT BEFORE, THAT WITH TARIFFS, IT'S A VERY DANGEROUS GAME YOU'RE PLAYING, EXTREMELY DANGEROUS. IT HELPED BRING THE CRASH OF '29. AND SO, I'M NOT AS – YOU KNOW, I'M NOT A GREAT SUPPORTER OF THAT.

WAPNER: HAVE YOU WARNED THE PRESIDENT OF THAT? HAVE YOU TOLD HIM THAT DIRECTLY?

ICAHN: NO. NO. I HAVEN'T. YOU KNOW, I'VE GOT A LOT TO DO AND IT'S VERY DIFFICULT TO DEAL IN WASHINGTON. I PRETTY MUCH STAYED OUT OF IT FOR THE LAST EIGHT, NINE MONTHS. LOOK, I STILL WOULD BE VERY HAPPY TO TALK TO TRUMP IF HE WANTED TO TALK, AND I THINK IN MANY RESPECTS HE'S DONE A GREAT JOB. OTHER RESPECTS, NOT SO GREAT – IN THE TARIFFS STUFF. BUT I'M NOT ONE TO TALK ABOUT IT. I KNOW THOSE GUYS, YOU KNOW, AT A PARTY HERE OR THERE, I MIGHT HAVE EXPRESSED MY OPINION – NOT TO DONALD BECAUSE I DIDN'T SEE HIM. I HAVEN'T SEEN HIM FOR EIGHT, NINE MONTHS, BUT I'VE TALKED TO, YOU KNOW, AT A PARTY TO SOME OF THE OTHER GUYS IN THE CABINET, PERHAPS. BUT AS FAR AS I'M CONCERNED, I THINK IT'S EXTREMELY DANGEROUS. BUT I DON'T KNOW. I DON'T KNOW. IN OTHER WORDS, THIS IS A QUESTION OF TARIFFS THAT HAS SO MANY VARIABLES THAT YOU DON'T KNOW WHICH WAY IT COULD GO AND I HOPE THAT THEY COME TO SOME AGREEMENT WITH CHINA, AND I HOPE THEY WILL. AND I KNOW DONALD AND I THINK HE'S A DEAL MAKER AND I THINK HE'LL DO WHAT I CONSIDER TO BE CLOSE TO THE RIGHT THING. I THINK HE'S GOOD AT THAT. HOPEFULLY THAT WILL BE SETTLED. THAT WILL BE WORKED OUT. BUT YOU HAVE OTHER PROBLEMS IN THE MARKET ANYWAY, YOU KNOW. I THINK IT'S A NO-BRAINER TO BELIEVE THAT SOONER OR LATER WHEN INTEREST RATES GO UP, WHICH THEY WILL, TO STOP INFLATION, THAT THAT PUT SOMEWHAT OF A DAMPER ON IT. BUT BEING THAT SAID, I OWN A LOT OF STOCK THAT I HAVE HEDGES ON TO SOME EXTENT. SO, THAT'S HOW I'M LOOKING AT IT. I'M AN OLD ARBITRAGE GUY, SO I TRY TO KEEP HEDGES ON. BUT THE HEDGES NEVER REALLY WORKED FOR YOU THAT GREATLY. SO YOU KNOW, LOOK, I HOPE IT DOES GO UP. I HOPE IT DOES REBOUND. BUT YOU KNOW, THAT'S THE GAME.

WAPNER: CARL, I HAVE JIM CRAMER WITH ME TODAY, TOO, ON THE SHOW. I KNOW HE'D LIKE TO ASK YOU A QUESTION AS WELL.

ICAHN: OH YEAH, GREAT. I'M GLAD. HOW YOU DOING, JIM?

JIM CRAMER: HI. GOOD, CARL. THANKS FOR COMING ON. TERRIFIC.

ICAHN: GREAT TALKING TO YOU. YEAH.

CRAMER: YEAH. WHEN YOU SAY YOU LIKE SOME STOCKS, THE FIRST THING I SAY IS COULD YOU GIVE US SOME NAMES? I KNOW THAT IF YOU'RE BUILDING POSITIONS, THAT'S DIFFICULT. BUT I ALWAYS FOLLOW WHAT YOU LIKE AND YOU'VE DONE A HUGE AMOUNT OF WORK. YOUR TEAM IS REAL GOOD. HOW ABOUT A COUPLE FOR THE PUBLIC?

ICAHN: YEAH HEY JIM, MY PROBLEM DOING IT IS THE ONES I LIKE, I'M ON THE BOARDS OF OR HAVE CONFIDENTIALITY WITH THE BOARD. AND MY LAWYERS WILL GO CRAZY IF I TALK ABOUT THEM. SO, I REALLY CAN'T TALK ABOUT –

CRAMER: THEY'RE NOT LISTENING, CARL, IT'S OKAY.

ICAHN: COMPANIES THAT I'M ON THE BOARD WITH, AND THOSE ARE THE ONES I KNOW THE MOST. I COULD TELL YOU THERE ARE A FEW, JIM, THAT WHEN I HAVE A RIGHT – YOU KNOW, SOMETIMES THEY OPEN A WINDOW, AND THEN AT THAT TIME I MIGHT BE WILLING TO TALK TO YOU, JIM, ABOUT THEM –AND SOME I DO LIKE A LOT. BUT I HAVE TO WAIT UNTIL WHEN THEY CALL THE WINDOW OPEN, WHICH YOU KNOW WHAT I MEAN, SO THAT WE HAVE A RIGHT TO BUY, AND THEN I CAN TALK ABOUT IT A LITTLE BIT.

CRAMER: OK THEN LET ME JUST QUICKLY – I DON'T MEAN TO TALK OVER YOU – BUT THE PRESIDENT SAID THAT WHAT HAPPENED TO SEARS IS A SHAME. ACTUALLY VERBALIZED IT. HOW DO YOU FEEL ABOUT WHAT HAPPENED TO SEARS AND DO YOU THINK THAT MAYBE THERE WAS A WAY TO SAVE IT?

ICAHN: YOU KNOW, I DON'T KNOW. I DON'T KNOW SEARS VERY WELL. I KNOW EDDIE LAMPERT A LITTLE BIT. HE'S A SMART GUY. BUT I CAN'T REALLY TALK ABOUT SEARS EXCEPT TO SAY—YEAH, YOU KNOW, OBVIOUSLY THERE'S A LOT OF PROBLEMS THERE, AND, YOU KNOW, NOW IT IS IN BANKRUPTCY AND MAYBE SOME OF THE BONDS WILL BE INTERESTING. WE'RE TAKING A LOOK AT SOME OF THEM. BUT I CAN'T TELL YOU MUCH ABOUT SEARS. I'M NOT GOING TO SECOND GUESS WHAT THEY DID. LOOK, OBVIOUSLY IT DIDN'T WORK BUT, YOU KNOW, THAT'S WHAT IT IS. WE ALL HAVE OUR DOWNS. WE ALL HAVE OUR PROBLEMS.

WAPNER: ARE YOU AFRAID, CARL, THAT – YOU MENTIONED INTEREST RATES GOING UP – LOOK, THE PRESIDENT SAID THAT THE FED WAS CRAZY IN WHAT THEY WERE DOING.

ICAHN: YEAH. YEAH I SAW THAT. WELL, THAT'S DONALD. YOU KNOW THAT'S DONALD. YOU KNOW, LOOK, DONALD IS DOING THE JOB – I MEAN, HE'S GOT A VERY, VERY, VERY TOUGH JOB. AND MAYBE HE MISSPOKE OR DIDN'T WANT TO SAY THAT. I DO THINK THAT WHEN YOU HAVE THE FED – I THINK THE FED IS RESPONSIBLE AT LEAST PARTLY FOR A GOOD PART FOR HAVING THIS BULL MARKET HAPPENING, AND WHILE WE ALL ENJOY THIS BULL MARKET, I SORT OF DISAGREE WITH DONALD THERE THAT I THINK THAT IF HE KEPT THESE INTEREST RATES LOWER – IF YOU KEEP THEM ABNORMALLY LOW, WHICH IS GOOD, I MEAN I'M TALKING AGAINST MYSELF – BUT IF YOU KEEP THEM ABNORMALLY LOW, YOU ARE ONLY GOING TO PAY A BIG PRICE FOR THAT. BY DEFINITION, RIGHT? YOU CAN'T JUST KEEP PRINTING UP MONEY AND GIVING IT TO PEOPLE. YOU JUST CAN'T IN A SOCIETY. SOONER OR LATER, THEY HAVE TO COME HOME TO ROOST. IT JUST MAKES SENSE. EVERYBODY IN THE TOWN CAN'T SIT HOME AND JUST GIVE EACH OTHER IOUs. YOU JUST CAN'T DO IT. SO, I LIKE TO BOIL THINGS DOWN SIMPLY. HEY JIM, WHILE I GOT YOU, I HEARD YOU WITH DAVID FABER THIS MORNING. YOU WERE SAYING SOMETHING THAT I DIDN'T QUITE UNDERSTAND THAT YOU NOW SORT OF DISAGREE OR SOMETHING ABOUT WHAT DELL SAID, YOU KNOW, HE TWEETED SOMETHING THAT YOU WERE UPSET ABOUT.

CRAMER: OH. YEAH. HE TWEETED – I HAD SANJAY POONEN ON, THE COO OF VMWARE. AND REALLY, SANJAY WAS SAYING, "LOOK, WE'RE GOING TO – WE ARE NOW ABLE TO GET ON WITH OUR BUSINESS. THIS OTHER STUFF HAS REALLY KIND OF PASSED."

ICAHN: YEAH, WHICH IS GOOD.

CRAMER: YEAH. AND MICHAEL DELL IS – LOOK, I THINK VMWARE IS WORTH AN IMMENSE AMOUNT OF MONEY, CARL. I THINK IT'S THE BEST WAY TO GET ON AMAZON WEB SERVICES. I THINK POONEN IS TERRIFIC. I THINK THE STOCK SHOULD BE HIGHER. THAT'S KIND OF WHERE I WAS COMING AT.

ICAHN: YEAH. YEAH, YOU SAID SOMETHING – BUT YOU CHANGED YOUR MIND ON SOMETHING AND I DIDN'T QUITE GET IT.

CRAMER: NO, NO. I SAID THAT MICHAEL DELL WAS SAYING LOOK, "MAYBE THIS IS THE WAY YOU HAVE TO APPROACH IT." I WASN'T – I'VE BEEN A FAN OF VMWARE THE WHOLE WAY. AND WHAT I WAS SAYING WAS MICHAEL DELL SAYS, "LOOK, MAYBE THIS IS THE WAY. WE DON'T NEED TO DO ANYTHING AT ALL." I WAS JUST ASKING DAVID WHAT DID HE THINK ABOUT MICHAEL DELL'S TWEET. BECAUSE YOU KNOW, DAVID DID A REALLY GREAT JOB. I MEAN, YEAH, YEAH, BUT NO. HE DID A GREAT JOB.

ICAHN: YEAH. WELL, WHAT DOES THAT MEAN THAT HE SAYS DO NOTHING AT ALL? I THINK THAT WOULD BE – LOOK, I AGREE WITH YOU COMPLETELY ON VMWARE. I'M NOT A TECHNOLOGY GUY, BUT I AGREE WITH YOU COMPLETELY. VMWARE ITSELF IS ONE OF THE GREAT COMPANIES AROUND AT THIS TIME. IT'S GOT THE INGREDIENTS APPLE HAD. AND I'M A SIMPLE GUY. EVENTUALLY IT'S GETTING MORE INTO THE CLOUD, WHICH I THINK THEY'RE AT A TIPPING POINT BECAUSE I THINK THAT'S GOING TO INCREASE EARNINGS MORE THAN YOU MIGHT EXPECT. SO, I'M WITH YOU ON THAT. BUT I DIDN'T QUITE UNDERSTAND WHERE DELL CAME IN THERE. THAT YOU WERE SAYING – LOOK, I THINK DELL SHOULD STAY OUT OF THAT PICTURE AS FAR AS MANAGEMENT GOES, AS FAR AS PUTTING HIS TWO CENTS INTO IT AND LET A GOOD THING GO. I BELIEVE YOU GET A GOOD CEO AND HE'S DOING A GOOD JOB, YOU LEAVE HIM ALONE AND THANK GOD YOU GOT HIM. SO, THAT'S HOW I LOOK AT IT.

WAPNER: YEAH. CARL, I GOT TO LET YOU GO. WE ARE AT THE END OF THE ROAD.

ICAHN: OKAY.

WAPNER: I APPRECIATE YOU SO MUCH JOINING US AND GIVING US AS MUCH TIME AS YOU DID TO TALK ABOUT THIS, THE STORY AT DELL, YOUR NEW LETTER AND OBVIOUSLY, THE MARKETS – EVERYTHING THAT HAS BEEN GOING ON. WE REALLY APPRECIATE YOUR TIME TODAY.

About CNBC:

With CNBC in the U.S., CNBC in Asia Pacific, CNBC in Europe, Middle East and Africa, and CNBC World, CNBC is the recognized world leader in business news and provides real-time financial market coverage and business information 410 million homes worldwide, including more than 90 million households in the United States and Canada. CNBC also provides daily business updates to 400 million households across China. The network's 15 live hours a day of business programming in North America (weekdays from 4:00 a.m. - 7:00 p.m. ET) is produced at CNBC's global headquarters in Englewood Cliffs, N.J., and includes reports from CNBC News bureaus worldwide. CNBC at night features a mix of new reality programming, CNBC's highly successful series produced exclusively for CNBC and a number of distinctive in-house documentaries.

CNBC Digital delivers more than 52 million multi-platform unique visitors each month. CNBC.com provides real-time financial market news and information to CNBC's investor audience. CNBC Make It is a digital destination focused on making you smarter about how you earn, save and spend your money by zeroing in on careers, leadership, entrepreneurship and personal finance.

CNBC has a vast portfolio of digital products, offering CNBC content to a variety of platforms such as: CNBC.com; CNBC PRO, a premium service that provides in-depth access to Wall Street; a suite of CNBC mobile apps for iOS and Android devices; Amazon Alexa, Google Assistant and Apple Siri voice interfaces; and streaming services including Apple TV, Roku, Amazon Fire TV, Android TV and Samsung Smart TVs. To learn more, visit https://www.cnbc.com/digital-products/.

Members of the media can receive more information about CNBC and its programming on the NBCUniversal Media Village Web site at http://www.nbcumv.com/programming/cnbc. For more information about NBCUniversal, please visit http://www.NBCUniversal.com.