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Icahn Enterprises (NASDAQ: IEP) inks $700M Pep Boys sale to Mavis

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Icahn Enterprises L.P., through its wholly owned subsidiary Icahn Automotive Group LLC, entered into a Stock Purchase Agreement with Mavis Tire Supply, LLC for the sale of all issued and outstanding capital stock of The Pep Boys‑Manny, Moe & Jack Holding Corp.. The agreement sets a base purchase price of $700.0 million in cash, subject to adjustments for cash and cash equivalents, indebtedness, net working capital, unpaid seller expenses and certain unpaid taxes. Icahn Enterprises guarantees the seller’s obligations and Metis HoldCo, Inc. guarantees the buyer’s obligations under specified provisions.

Pep Boys operates nearly 800 automotive maintenance and repair locations, and the transaction is expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions. Icahn Enterprises will retain Pep Boys‑related owned real estate as well as the AAMCO Transmissions and Precision Tune Auto Care businesses. If Icahn Automotive validly terminates the agreement in certain buyer‑breach, failure‑to‑close or repudiation scenarios, the buyer must pay a $21.0 million reverse termination fee.

Positive

  • None.

Negative

  • None.

Filing Explained

The proposed Pep Boys sale remains pending, and the agreement states that certain Pep Boys entities and businesses will not transfer to the buyer; the transaction therefore covers less than the full Pep Boys-related business scope.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base purchase price $700.0 million Cash consideration for all capital stock of Pep Boys, subject to adjustments
Reverse termination fee $21.0 million Payable by buyer if seller terminates in specified buyer-breach, failure-to-close or repudiation scenarios
Pep Boys locations nearly 800 Automotive maintenance and repair locations across the U.S. and Puerto Rico
Combined network size more than 4,400 locations Mavis service center locations across the United States and Canada after adding Pep Boys
Mavis existing footprint more than 3,600 owned and franchised retail locations Mavis tire and vehicle service locations across the U.S. and Canada
Business segments seven primary business segments Icahn Enterprises segments: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma
Stock Purchase Agreement regulatory
"entered into a Stock Purchase Agreement (the “Purchase Agreement”)"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
reverse termination fee financial
"Buyer will be required to pay Seller a reverse termination fee of $21.0 million"
A reverse termination fee is a cash payment the would-be buyer agrees to pay the target if the buyer fails to close a merger or acquisition for specified reasons, such as losing financing or failing to obtain approvals. Think of it like a breakup fee the buyer agrees to pay as compensation for the seller’s lost time and missed opportunities; investors watch it because it signals deal certainty, potential cash recovery if a deal collapses, and shifts financial risk between the parties.
customary closing conditions regulatory
"expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
master limited partnership financial
"Icahn Enterprises L.P., a master limited partnership, is a diversified holding company"
A master limited partnership is a type of business structure that combines features of a corporation and a partnership, allowing it to raise money from investors while passing profits directly to them. Think of it as a shared ownership group that offers regular income, making it attractive to investors seeking steady cash flow. This structure is often used by companies involved in natural resources or energy, where consistent revenue is common.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What transaction involving Pep Boys did Icahn Enterprises (IEP) announce?
Icahn Enterprises agreed to sell all Pep Boys capital stock to a Mavis subsidiary for a base price of $700.0 million in cash. The consideration is subject to post‑closing adjustments for cash, indebtedness, net working capital, unpaid seller expenses and certain taxes.

How will the Pep Boys acquisition change Mavis’s network, according to Icahn Enterprises (IEP)?
The acquisition will expand Mavis’s footprint to more than 4,400 service center locations across the United States and Canada. Pep Boys contributes nearly 800 automotive service locations, significantly strengthening Mavis’s presence, particularly across the Western United States.

What assets and businesses will Icahn Enterprises (IEP) retain after selling Pep Boys?
Icahn Enterprises will retain the owned real estate previously transferred from Pep Boys, as well as the AAMCO Transmissions and Precision Tune Auto Care businesses. These retained assets and brands remain part of Icahn Enterprises’ broader automotive platform.

When is the Icahn Enterprises (IEP) and Mavis Pep Boys transaction expected to close?
The transaction is expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions. Forward‑looking statements highlight risks such as failing to meet closing conditions or obtain required regulatory approvals, which could delay or prevent completion.

What reverse termination fee applies if the Mavis buyer breaches the Pep Boys deal with Icahn Enterprises (IEP)?
If Icahn Automotive validly terminates the agreement in specified buyer‑breach, failure‑to‑close or repudiation scenarios, the buyer must pay a $21.0 million reverse termination fee. This fee compensates the seller if the buyer does not consummate the agreed transaction.

What services and scale does Pep Boys provide before its sale by Icahn Enterprises (IEP)?
Pep Boys operates nearly 800 locations across the U.S. and Puerto Rico, offering tires, repairs, oil changes and maintenance. Its network serves millions of customers annually, including everyday drivers and commercial fleets, supported by distribution centers and store operations management.

In which business segments does Icahn Enterprises (IEP) operate?
Icahn Enterprises operates through seven primary business segments: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma. The Pep Boys sale affects the Automotive segment while the diversified portfolio continues across the other operating areas.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 19, 2026

 

(Commission File
Number)

(Exact Name of Registrant as Specified in its Charter)

(Address of Principal Executive Offices) (Zip Code)

(Telephone Number)

(State or Other
Jurisdiction of
Incorporation
or
Organization)

(I.R.S.
Employer
Identification
No.)

1-9516

ICAHN ENTERPRISES L.P.

16690 Collins Ave, PH-1

Sunny Isles Beach, FL 33160

(305) 422-4100

 Delaware 13-3398766

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading
Symbol(s)		   Name of each exchange on
 which 
registered:
Depositary Units of Icahn Enterprises L.P. Representing Limited Partner Interests   IEP   Nasdaq Global Select Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement

 

On July 19, 2026, Icahn Enterprises L.P. (the “Company”), solely for purposes of specified provisions, including the seller guaranty described below, Icahn Automotive Group LLC (“Seller” or “Icahn Automotive”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, Mavis Tire Supply, LLC (“Buyer”), a Delaware limited liability company, and Metis HoldCo, Inc. (“Buyer Guarantor”), a Delaware corporation, solely for purposes of the buyer guaranty described below, entered into a Stock Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, Icahn Automotive agreed to sell to Buyer, and Buyer agreed to purchase from Icahn Automotive, all of the issued and outstanding capital stock of The Pep Boys-Manny, Moe & Jack Holding Corp., a Delaware corporation and wholly-owned subsidiary of Icahn Automotive (“Pep Boys”), for a base purchase price of $700.0 million, subject to adjustments for cash and cash equivalents, indebtedness, net working capital, unpaid seller expenses and certain unpaid taxes, to be finalized after closing of the transaction. In connection with the Purchase Agreement, the Company agreed to guarantee the payment and performance of Seller’s obligations under the Purchase Agreement, and Buyer Guarantor agreed to guarantee the payment and performance of Buyer’s obligations under the Purchase Agreement, in each case subject to the limitations set forth in the Purchase Agreement.

 

Pep Boys and its subsidiaries operate automotive maintenance and repair shops, distribution centers and related real estate, together with supporting store operations management and distribution network functions and other related businesses. Certain excluded entities and businesses of Pep Boys will not be transferred to Buyer in connection with the transactions contemplated by the Purchase Agreement.

 

The transaction is expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions. If Seller validly terminates the Purchase Agreement in certain circumstances relating to Buyer’s breach, failure to consummate the closing or repudiation, Buyer will be required to pay Seller a reverse termination fee of $21.0 million, subject to the terms and limitations set forth in the Purchase Agreement. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and solely for the benefit of the parties thereto. Such representations and warranties were made as of the date of the Purchase Agreement and the closing date, may be subject to contractual standards of materiality different from those generally applicable to investors, may be qualified by confidential disclosure schedules, and should not be relied upon as statements of fact regarding the Company or its subsidiaries.

 

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed by the Company as an exhibit to a subsequent periodic report.

 

Item 7.01 Regulation FD Disclosure

 

On July 21, 2026, the Company issued a press release announcing the Purchase Agreement and the transaction. The press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

Cautionary Statement Regarding Forward Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction, the expected timing of the closing and the satisfaction of closing conditions. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others, the failure to satisfy closing conditions, the failure to obtain required regulatory approvals, the occurrence of any event that could give rise to termination of the Purchase Agreement, and other risks and uncertainties described in the Company's filings with the SEC. The Company undertakes no obligation to update any forward-looking statements except as required by law.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
   
99.1 Press Release dated July 21, 2026
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ICAHN ENTERPRISES L.P.
  (Registrant)
     
  By: Icahn Enterprises G.P. Inc.,
its general partner 
     
    By: /s/ Robert Flint 
Date: July 21, 2026     Robert Flint
      Chief Financial Officer & Chief Accounting Officer

 

 

 

 

Exhibit 99.1

 

Mavis to Acquire Pep Boys from Icahn Enterprises

for $700 Million in Cash

 

Transaction Accelerates Mavis's Growth Strategy, Adding Iconic Pep Boys Brand and Significant Western U.S. Footprint to Mavis Network

 

Icahn Enterprises to Retain Owned Real Estate as well as AAMCO Transmissions and Precision Tune Auto Care Businesses

 

White Plains, NY and Sunny Isles Beach, FL, July 21, 2026 – Mavis Tire Express Services Corp. (“Mavis” or the “Company”), one of the largest independent tire and service providers in North America, and Icahn Enterprises L.P. (NASDAQ: IEP) (“IEP”) today announced that they have entered into a definitive agreement pursuant to which a subsidiary of Mavis will acquire The Pep Boys-Manny, Moe & Jack Holding Corp. (“Pep Boys”) from Icahn Automotive Group LLC, a subsidiary of IEP, for approximately $700 million in cash, subject to customary purchase price adjustments. IEP will retain the owned real estate previously transferred to IEP from Pep Boys, as well as the AAMCO Transmissions and Precision Tune Auto Care Businesses.

 

Pep Boys is an established leader in automotive services, offering tires, repairs, oil changes, and maintenance services from nearly 800 locations nationwide. The acquisition expands Mavis’s presence in new and existing markets, particularly across the Western United States, where Pep Boys has a significant retail footprint, and grows Mavis’s network to more than 4,400 service center locations across the United States and Canada.

 

“Today's announcement marks a significant milestone as Mavis continues to execute its growth strategy. Pep Boys is one of the most well-respected names in the automotive aftermarket, and we look forward to welcoming it into the Mavis family of brands," said David Sorbaro, Co-Chief Executive Officer of Mavis. “Pep Boys brings a loyal customer base, deep-rooted market presence across the United States, and a distribution network that will meaningfully enhance our supply chain nationwide. Together, we will create a stronger, more geographically diverse platform with the scale and capabilities to provide dependable service to even more customers and create meaningful opportunities for employees. We have tremendous respect for what the Pep Boys team has built, and we look forward to partnering with them to drive their continued success.”

 

“For more than 100 years, Pep Boys has earned the trust of drivers across the country by delivering quality service with honesty and care,” said Joe Auriemma, Chief Executive Officer of Pep Boys. “Mavis shares these values and, as part of the Mavis family, Pep Boys will have the scale, footprint, and operational and technological strength to continue building on its legacy as it enters a new chapter of growth.”

 

“We believe that the combined businesses will benefit greatly from the inevitable economies of scale and from the great experience of the Mavis team in this industry. We welcome the Mavis acquisition and are thankful to all of the employees of Pep Boys who made this transaction possible,” said Carl C. Icahn, Chairman of IEP.

 

“Icahn Enterprises acquired Pep Boys in 2016 because of its exceptional fundamentals – a storied brand, a loyal customer base, and a footprint that needed the right stewardship to realize its full potential,” said Ted Papapostolou, Chief Executive Officer of IEP. “Over the past decade, we have worked closely with the Pep Boys team to grow the company and strengthen its competitive position while maintaining best-in-class customer service. I look forward to watching Pep Boys continue to grow and succeed as part of Mavis.”

 

The transaction is expected to close in the coming months, subject to satisfaction or waiver of customary closing conditions.

 

Advisors

 

Covington & Burling LLP and Bullard Law Group, PLLC are serving as legal counsel, Jefferies is serving as exclusive financial advisor, and C Street Advisory Group is serving as strategic communications advisor to Mavis. Brown Rudnick LLP is serving as legal counsel to IEP.

 

Caution Concerning Forward Looking Statements

 

This release may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction, the expected timing of the closing and the satisfaction of closing conditions. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others, the failure to satisfy closing conditions, the failure to obtain required regulatory approvals, the occurrence of any event that could give rise to the termination of the transaction agreements. There can be no assurance that any forward-looking information will result or be achieved. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

 

1

 

 

 

About Mavis Tire Express Services Corp.

 

Mavis Tire Express Services Corp. (“Mavis”) is one of North America's largest independent tire and vehicle service providers, with a rapidly growing footprint of more than 3,600 owned and franchised retail locations across the U.S. and Canada. Headquartered in White Plains, New York, Mavis delivers expert automotive care—including tires and brakes, oil changes, inspections, and auto repair—through a family of trusted brands.

 

Mavis owns and operates a portfolio of auto service center brands including Mavis Discount Tire, Mavis Tires & Brakes, Midas, Express Oil Change & Tire Engineers, Brakes Plus, Tire Kingdom, NTB (National Tire & Battery), Town Fair Tire, and Tuffy. Together, these brands serve millions of drivers each year with a commitment to dependability, safety, convenience, and value.

 

For more information about Mavis or its family of automotive brands, visit www.mavis.com.

 

About The Pep Boys-Manny, Moe & Jack Holding Corp.

 

Pep Boys is a trusted leader in automotive services, dedicated to keeping drivers on the road with reliable maintenance and repair solutions. With nearly 800 locations across the U.S. and Puerto Rico, our team of skilled professionals, including many ASE-certified technicians, serves millions of customers each year, ranging from everyday drivers to commercial fleets.

 

Founded in 1921 by Navy veterans Manny, Moe and Jack, Pep Boys is built on a foundation of passion, trust and safety. More than a century later, we continue to honor that legacy by providing expert care, exceptional service and a strong commitment to the communities we serve.

 

We keep people moving.

 

Learn more at www.pepboys.com.

 

About Icahn Enterprises L.P.

 

Icahn Enterprises L.P., a master limited partnership, is a diversified holding company engaged in seven primary business segments: Investment, Energy, Automotive, Food Packaging, Real Estate, Home Fashion and Pharma.

 

Media Contacts

 

For Mavis Tire Express Services Corp.:

 

C Street Advisory Group

Mavis@thecstreet.com

 

For The Pep Boys-Manny, Moe & Jack Holding Corp.:

 

mediarelations@pepboys.com

 

For Icahn Enterprises L.P.:

 

Ted Papapostolou, Chief Executive Officer

(305) 422-4100

 

2

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

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