US company Icahn Enterprises announced entrance into a definitive agreement to sell its indirectly wholly-owned subsidiary American Railcar Leasing to SMBC Rail Services a wholly-owned subsidiary of Sumitomo Mitsui Banking Corporation. The value of the transation is based on enterprise value of USD 2.778 billion and a fleet of approximately 29,000 railcars.
The initial closing is expected to occur in the second quarter of 2017. For a period of three years thereafter, upon satisfaction of certain conditions, the sellers will have an option to sell, and SMBC Rail will have an option to buy 4,800 additional railcars. If the conditions to the option are satisfied, the purchase price for the approximately 4,800 additional railcars would be approximately USD 586 million at the time of the initial closing, which would bring the total sale price to USD 3.364 billion.
The sale is subject to customary closing conditions, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act. Neither the sale nor the option are subject to any financing condition.
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