PARS
Strategic Concepts & Mechanics
Primary Evidence
"Icahn, of course, is no one’s fool. In an apparently unprecedented arrangement—and the terms were to be kept secret—Paine Webber placed $ 1 million in escrow, to be forfeited if they were unable to do the deal on the agreed-upon terms. The way the deal was structured, the $ 750 million would enable Icahn to buy out all the shareholders and also take out his investment of about $ 300 million in TWA stock. In addition to getting all his money out, he planned to take out TWA’s computerized reservation system, PARS. It would be given to the Icahn Group as a dividend, and Icahn planned to lease PARS back to TWA for ten years for an amount that would have given Icahn an annual profit of $ 25 million."
"Now Black returned to the scene, telling Icahn that Milken not only would raise the $ 750 million with PARS out of the company, but would raise another $ 500 million war chest, or “blind pool,” in the company in which PARS would be placed. Bond buyers who liked the airline could buy its debt; those who were enamored of PARS could buy that company’s debt; others could mix the two. The company that would be formed to receive PARS—and the $ 500 million—would be called Mandrake (as in the magician)."
"Now Black returned to the scene, telling Icahn that Milken not only would raise the $750 million with PARS out of the company, but would raise another $500 million war chest, or “blind pool,” in the company in which PARS would be placed. Bond buyers who liked the airline could buy its debt; those who were enamored of PARS could buy that company’s debt; others could mix the two. The company that would be formed to receive PARS—and the $500 million—would be called Mandrake (as in the magician)."
"Icahn, of course, is no one’s fool. In an apparently unprecedented arrangement—and the terms were to be kept secret—Paine Webber placed $1 million in escrow, to be forfeited if they were unable to do the deal on the agreed-upon terms. The way the deal was structured, the $750 million would enable Icahn to buy out all the shareholders and also take out his investment of about $300 million in TWA stock. In addition to getting all his money out, he planned to take out TWA’s computerized reservation system, PARS. It would be given to the Icahn Group as a dividend, and Icahn planned to lease PARS back to TWA for ten years for an amount that would have given Icahn an annual profit of $25 million."