Carl Icahn, the billionaire former "special adviser" to President Donald Trump, on Wednesday said he had no prior knowledge of the Trump administration's recent announcement that the U.S. would impose a 25% tariff on steel imports before he cut his stake in a manufacturing company heavily dependent on steel.
According to a Securities and Exchange Commission filing, he started selling the shares on Feb. 12, a few days before Commerce Secretary Wilbur Ross released a report on Feb. 16 that called for a 24% steel tariff. Manitowoc shares now trade at about $27.97, compared with the $32-$34 range Icahn sold his shares for.
"We don't generally comment on rumors, but the recent media speculation regarding our sale of Manitowoc stock calls for a response," Icahn said in a statement. "We state for the record: Any suggestion that we had prior knowledge of the Trump administration's announcement of new tariffs on steel imports is categorically untrue. We reduced our position in Manitowoc for legitimate investment reasons having nothing to do with that announcement."
The filing shows that Icahn's stake in the company has fallen to 4.88% from 7.81% as of January. SEC rules don't require holders of less than 5% of a company to disclose further sales in the near-term. However, it is possible that Icahn reduced his stake further. It won't be clear definitively until May, when Icahn is next required to disclose his investment positions in a 13F filing.
In addition, the general counsel that Icahn installed as one of Manitowoc's directors, Jesse Lynn, stepped off the company's board on Feb. 23, the day after the 13D filing, according to BoardEx, a relationship capital management service that's a division of TheStreet Inc. Lynn was required to exit Manitowoc's board as part of a 2015 agreement Icahn had with the company that required any dissident directors to resign if the fund's stake dropped below 5%.
It is possibile that Icahn moved to cut his stake not because he had inside knowledge of a pending tariff announcement but because he has already accomplished much of the restructuring and M&A he wanted to achieve at Manitowoc and he was ready to focus on other campaigns. In 2015 Manitowoc announced it was splitting in two, divesting its foodservices business to create what would eventually be known as Welbilt Corp., (WBT) - Get Report under pressure from Icahn.
In addition, later that year, Manitowoc brought on Barry Pennypacker as president and CEO, a move that likely was aided by Icahn and Lynn, who joined the board in April 2015. Icahn acquired his initial stake in Manitowoc in December 2014, at prices ranging from $16.58 a share and $19.30 a share, well below its current share price even with the recent decline. In addition, he received shares in the spinoff, Welbilt, which trades at $19.47 a share. Overall, the sale fits the pattern of Icahn's strategy of pressing for restructuring and later moving on to other insurgencies once the campaign is over.
The timing of the sale may also have something to do with earnings blackouts, which determine when insiders can sell shares. They typically prohibit sales for a period of time until two business days after earnings are released. Manitowoc released its fourth-quarter earnings on Feb. 8, which suggests that Icahn may have been prohibited from selling shares until Feb. 12 at the earliest.
However, the optics don't look great. Had Icahn known the Trump administration was going to hike tariffs on steel imports he might have decided not to liquidate his position in an attempt to avoid the public relations fallout that followed the move.
Icahn resigned from his post as special adviser on regulation to Trump in August 2017.