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Icahn Bids $1.18 Billion for Samsonite Luggage Parent : Takeover: The investor says rival plan for E-II Holdings is ‘unfair to the junior creditors.’

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From Times Wire Services

Investor Carl C. Icahn bid $1.18 billion in cash Friday for the assets and debts of bankrupt E-II Holdings.

Icahn already owns 31.5% of the company, the parent of Samsonite luggage, Culligan water softener, Botany 500 men’s suits and McGregor apparel.

Icahn has been seeking control of E-II since he purchased some of its debt in early 1992.

The financier said the company’s plan to emerge from Chapter 11 of the federal Bankruptcy Code is “unfair to the junior creditors.”

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He said he would deliver a $50-million non-refundable deposit to E-II at the time of acceptance of his offer, which would be completed within two weeks of its acceptance.

The financier has been battling for control of E-II because he believes that the in-house plan undervalues the company and will allow financier Leon Black to gain control for a relatively small investment.

Black’s investment firm, Apollo Investment Fund, owns between 25% and 27% of E-II debt.

Icahn also charged that rejection of his plan would only entrench E-II Chief Executive Steven J. Green, who would get “among other things, over $1 million per year for running the company from a resort island off the coast of Florida.”

Icahn said in a statement that he can make good on his bid of $1.18 billion, up from a previous $820-million cash and debt offer, as a result of a recent refinancing at his principal operating company, ACF Industries, Inc.

In a letter to E-II’s board of directors, Icahn said: “ACF has more than enough capital to consummate its proposed transaction.”

It added that the E-II Board “can no longer claim that ACF is not financially able to carry out its offer.”

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Icahn said he was petitioning the board by letter because the bankruptcy court denied his proposal to submit a separate plan for reorganization. He has complained that lawyers for E-II bondholders have not informed them of his offer.

A confirmation hearing before bankruptcy court is set for May 24.

As part of the offer, Icahn will assume the liabilities of the company’s senior subordinated notes and junior debentures.

If Icahn’s plan is accepted, subordinated bondholders will receive about $740 in cash for each $1,000 face amount of debt, compared to $590 under the E-II plan.

He said senior creditors will receive about $1,230 in cash for each $1,000 face amount versus $1,140 under the debtors’ plan.

E-II Holdings’ Green, said in a statement that the company would not comment on Icahn’s latest offer until its creditors committee reviews it.

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