Mavis has bought Pep Boys from Icahn Enterprises for about $700m, and Icahn kept the property

The property is not part of the sale.

Icahn Automotive Group, a wholly owned subsidiary of Icahn Enterprises, completed the sale of The Pep Boys-Manny, Moe and Jack Holding Corp. to Mavis Tire Supply for approximately $700m in cash on 20 August, and said in the same filing that it retains the owned real estate previously transferred to it from Pep Boys. It also keeps the AAMCO Transmissions and Precision Tune Auto Care businesses, which stay in its Automotive segment. The price is subject to customary purchase price adjustments. Mavis Tire Supply is a Mavis subsidiary.

That structure is the substance of the deal. The filing says the real estate had already been transferred out of Pep Boys to Icahn Enterprises before completion, so what changed hands is the operating business and the brand rather than the land the stores stand on. The buyer takes the stores. The seller keeps the ground.

What Mavis gets

The joint release puts the Pep Boys estate at nearly 800 locations and says the combined Mavis network now runs to more than 4,400 service centres across the United States and Canada, with what it describes as a substantially expanded presence across the western United States. Pep Boys keeps its own brand identity inside the group.

"Closing this transaction marks an important milestone for Mavis and an exciting next chapter for Pep Boys," said Stephen Sorbaro, co-chief executive of Mavis, in the release. He said the focus turns to bringing the organisations together.

Covington and Burling and Bullard Law Group acted as legal counsel to Mavis, with Jefferies as exclusive financial adviser and C Street Advisory Group on communications. Brown Rudnick acted for Icahn Enterprises.

What the filing does not say

There is no gain or loss on the disposal in the document, and no valuation of the retained property. Icahn Enterprises gives no reason for selling. The press release is furnished under Item 7.01 rather than filed, which means it is not treated as filed for the purposes of Section 18 of the Securities Exchange Act, and the substantive disclosure sits in the two sentences of Item 8.01 instead. The 8-K is signed by Robert Flint, the chief financial officer.