Icahn Enterprises to Acquire Pep Boys

NEW YORK and PHILADELPHIA -- December 30, 2015: Icahn Enterprises L.P. ("Icahn Enterprises"; NASDAQ: IEP) and The Pep Boys – Manny, Moe & Jack ("Pep Boys"; NYSE: PBY) today announced that they have entered into a definitive merger agreement under which a subsidiary of Icahn Enterprises will acquire Pep Boys, one of the nation's leading automotive aftermarket service and retail chains, in an all-cash transaction for $18.50 per share, or approximately $1.031 billion in aggregate equity value.  The merger agreement has been unanimously approved by the Boards of Directors of both companies.

Pep Boys, headquartered in Philadelphia, has been one of the nation's leading automotive aftermarket chains since 1921.  From more than 800 locations in 35 states and Puerto Rico, Pep Boys offers tires, maintenance and repair and parts and accessories.

"This was a terrific opportunity to leverage the financial resources and industry knowledge of Icahn Enterprises to the benefit of Pep Boys' customers, manufacturer partners and employees and further bolster our U.S. automotive footprint," said Carl C. Icahn, Chairman of Icahn Enterprises.  "Since our acquisition of Auto Plus, our wholly-owned automotive aftermarket company, in June, we have been actively looking for an excellent synergistic acquisition opportunity like Pep Boys, which has enormous growth potential, strong brand recognition, and well-known, best-in-class customer service."

"We are very pleased to have reached this agreement, which delivers outstanding value to Pep Boys' shareholders, provides new opportunities for Pep Boys employees and allows Pep Boys to benefit from the significant expertise and resources of Icahn Enterprises," said Scott Sider, CEO of Pep Boys.  "There are tremendous opportunities for Pep Boys and Auto Plus, a company that shares Pep Boys' unwavering commitment to best-in-class customer service and solutions.  I am confident in Pep Boys' strong future growth prospects as an Icahn Enterprises portfolio company."

The transaction, which is not conditioned on financing, is expected to close in the first quarter of 2016.

Under Pep Boys' previous merger agreement with Bridgestone Retail Operations, LLC ("Bridgestone"), Icahn Enterprises paid, on behalf of Pep Boys, a termination fee of $39.5 million to Bridgestone.

Proskauer Rose LLP, White & Case LLP and Drinker Biddle & Reath LLP are acting as legal advisors to Icahn Enterprises.  Rothschild is acting as exclusive financial advisor to Pep Boys and Morgan, Lewis & Bockius LLP is acting as its legal advisor.

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

Since 1921, Pep Boys has been the nation's leading automotive aftermarket chain.  With over 7,500 service bays in over 800 locations in 35 states and Puerto Rico, Pep Boys offers name-brand tires; automotive maintenance and repair; parts and expert advice for the Do-It-Yourselfer; commercial auto parts delivery; and fleet maintenance and repair.  Customers can find the nearest location by calling 1-800-PEP BOYS (1-800-737-2697) or by visiting www.pepboys.com.