Endeavor sues Carl Icahn, saying he illegally acquired the shares behind his buyout fight

A buyout fight reaches New York

Endeavor sued billionaire investor Carl Icahn and his company, Icahn Enterprises, in New York federal court on Oct. 28 over shares it says he "illegally acquired." Icahn runs that company from Sunny Isles Beach, and it held Endeavor stock worth about $755 million at the buyout price, by our arithmetic. Silver Lake, the private equity firm that bought Endeavor, took it private in March 2025 and paid cash for each share. Icahn's company held about 27.5 million shares just before that deal closed, its SEC filing shows.

Why it matters: Endeavor wants Icahn's company and another hedge fund to give up any profit from their bets against the buyout, Bloomberg Law reports. Endeavor says the investors coordinated their trading and broke rules for big shareholders, HedgeCo and Hedgeweek report, citing Bloomberg. The suit takes aim at a strategy of buying shares in a company being sold, then suing for a higher price. Hedge funds have used it on Endeavor shares worth more than $4 billion, Bloomberg Law reported last year.

The story so far: Silver Lake's buyout of Endeavor closed March 24, 2025. Icahn and a Swedish bank lead a class action against the deal. In September, Silver Lake sued Icahn and hedge funds in Delaware, saying they worked together. Icahn and the funds had denied coordinating, that suit said, Reuters reported.

What's new: Endeavor sued Icahn and his company in New York federal court on Wednesday, Oct. 28, Law360 and Bloomberg Law report. Law360 says Endeavor argues he should forfeit the shares he "illegally acquired" before the buyout.

Who's who

Carl Icahn is a billionaire activist investor. Icahn Enterprises, his holding company, gives its business address in Sunny Isles Beach in its SEC filings. As of February 2025, Endeavor ran the WME talent agency and was the majority owner of TKO, the company behind UFC and WWE, its SEC filing says. Silver Lake is the private equity firm that bought it. Troluce Capital Advisors is a Puerto Rico investment firm whose managing member is Jared Dubin.

What Endeavor alleges

Endeavor alleges that Icahn's company and Troluce broke the short-swing profit rule and the disclosure rules for large share purchases, HedgeCo reports, citing Bloomberg Law. The short-swing rule makes a holder of more than 10% of a company give up profits on certain trades made within six months. HedgeCo names Troluce as the other hedge fund; we have not read the court docket.

Endeavor claims the investors coordinated their trading and together bought more than 20% of its shares, Hedgeweek reports, citing Bloomberg. Hedgeweek also reports that Icahn Enterprises bought 27.4 million Endeavor shares over three weeks. These are Endeavor's claims, not findings.

Law360 says Endeavor wants Icahn to forfeit the shares. Bloomberg says the suit seeks any profits from their arbitrage bets. Icahn's company reported holding no Endeavor shares after the buyout closed, its SEC filing shows.

What Icahn's company held

Icahn Enterprises and Icahn reported 27,464,740 Endeavor Class A shares, 8.44% of the class, as of March 21, 2025, three days before the buyout closed. They held them through two funds, Icahn Partners LP and Icahn Partners Master Fund LP, their SEC filing shows. At $27.50 a share, that stake was worth about $755 million, by our arithmetic.

Silver Lake paid $27.50 a share in cash when the merger took effect March 24, 2025, Endeavor's final SEC filing on the deal says. Icahn's company then reported owning no Endeavor shares.

Troluce's funds reported 15,450,000 Endeavor shares, 5.0% of the class, as of Oct. 31, 2024, their SEC filing shows. Troluce lists its business address in Dorado, Puerto Rico.

Icahn moved Icahn Enterprises' offices from Manhattan to Sunny Isles Beach, Profile Miami reported in August 2020.

The appraisal bet

About 150 million Endeavor shares, worth about $4.1 billion at the deal price, entered appraisal cases in Delaware's Court of Chancery in 2025, Crypto Briefing reports. Dozens of investment firms sought appraisal, betting a judge will award more than the $27.50 a share Silver Lake paid, Bloomberg reports. It calls that "the biggest such appraisal effort ever in the state."

In September 2025, a Delaware judge gave Icahn and the Swedish bank Handelsbanken Fonder the lead role in the class action against the deal, Bloomberg Law reported. Their holdings came to $757 million at the deal price, together. That class action says management and Silver Lake breached their duties to investors, Reuters reports.

Silver Lake sued Icahn and hedge funds in Delaware's Court of Chancery on Monday, Sept. 21. It seeks a ruling that the funds could not seek appraisal, Reuters reported. The complaint names Icahn Enterprises, Pentwater Capital Management and Troluce, Hedgeweek reports. It accuses them of working together "for the common purpose of pursuing a broad litigation offensive attacking the merger."

Their side

Icahn and the funds have denied coordinating, Silver Lake's September lawsuit said, as Reuters reported. Icahn's class action says Endeavor's management and Silver Lake breached their duties and moved assets in ways that favored insiders, Private Equity Wire reported in September. We found no response from Icahn to the New York suit.

Icahn Enterprises did not immediately comment on the Delaware suit, Hedgeweek reported Sept. 22. Troluce chief executive Dubin said the firm was reviewing the allegations. He said it would keep pursuing its rights in Delaware because it believes the price "substantially undervalued Endeavor's assets."

What's next

What's next: We found no court date. We have not read the New York complaint or its case file, so the judge and the full list of defendants are not confirmed.

Sources we read

SEC: Icahn Enterprises and Carl Icahn, Schedule 13G and 13G/A, March 26, 2025; Endeavor Schedule 13E-3 Amendment No. 5, March 2025; Endeavor Schedule 13D, February 2025; Troluce Capital Advisors Schedule 13G, Nov. 1, 2024. Law360, Oct. 28, 2026. Bloomberg Law, Oct. 28, 2026, Sept. 21, 2026 and Sept. 29, 2025. HedgeCo, Oct. 29. Hedgeweek, Sept. 22 and Oct. 29. Reuters via Investing.com, Sept. 21. Private Equity Wire, Sept. 22. Crypto Briefing, Sept. 21. Profile Miami, Aug. 17, 2020.