Trans World Airlines Chairman Carl C. Icahn, who owns 73 percent of the airline, yesterday announced a plan to take the airline private and pay off its shareholders, including himself, with funds borrowed by the corporation.
The plan, which would pay Icahn approximately $438 million -- or about the same amount he initially invested in TWA -- would consolidate Icahn's already substantial control of the airline. All but 10 percent of the stock of the restructured company would be held by a company controlled by Icahn, with the balance held by employe stock ownership plans.
Under the plan, public shareholders would receive $20 a share in cash and they would get bonds with a face value of $20 for each share they hold. TWA stock has been trading in the low 30s. Icahn would receive $20 in cash per share for his portion of the company's 30 million shares outstanding and a combination of retained common stock and new preferred stock in the resulting company.
The cash to finance the deal would come from a sale by Drexel Burnham Lambert Inc. of $800 million in risky, high-yield securities known as junk bonds. Approximately $600 million of the money raised would be used for the cash portion of the deal. The remainder would be used to retire other TWA obligations.
The deal will only go through if regulators, a panel of independent members of the TWA board and the public shareholders agree to it. Icahn said he would vote the shares he controls in the same way as the majority of public shareholders.
"We think it's an interesting deal for shareholders. If they share that view, it will happen," said Mark Buckstein, TWA's senior vice president and general counsel. Buckstein said the deal would give the company more flexibility by removing accountability to public shareholders.
Icahn gained control of TWA after he defeated Texas Air Corp. Chairman Frank Lorenzo last summer in a hard-fought takeover battle. Initially Icahn had proposed to buy out the other shareholders, but difficulties in rounding up financing led instead to Icahn's acquiring control of the company with about half of its stock. Since then, he has increased his holdings.
What Icahn took control of was a struggling airline beset by difficulties, including terrorist attacks and labor problems. He negotiated agreements with the airlines' pilots and mechanics, but negotiations with the flight attendants' union erupted in a strike in early 1986. TWA replaced many of the flight attendants -- a move that has resulted in a legal battle that is continuing.
In the meantime, however, Icahn has cut costs, merged with Ozark Air Lines, sold half of the TWA's Pars reservation system to NWA Inc., parent of Northwest Airlines, for $140 million, and replaced losses with profits. TWA yesterday reported a $52.8 million profit for the second quarter of 1987, compared with a loss of $87.0 million in the same quarter a year before.
According to TWA, Drexel Burnham Lambert has said it is "highly confident" of its ability to obtain the financing for the TWA restructuring. TWA officials said the entire deal is worth $1.2 billion, counting the value of the bonds issued to the public shareholders and the stock and securities that Icahn would receive. Buckstein said the company's cash flow will be enough to service debt incurred in the buyout.
"I don't think it makes any difference to the airline," said Robert J. Joedicke, an airline analyst with Shearson Lehman Bros. Inc. "It will still be run, as it is now, by Carl Icahn and his team."