Where there’s Carl Icahn, there may be smoke.

The hedge-fund manager recently disclosed that his Icahn Capital LP and affiliates have accumulated 38.6 million, or 5.8%, of outstanding shares of U.S. gas E&P giant Chesapeake Energy Corp., consisting of some 26.1 million common shares and 350,000 of 5.75% cumulative non-voting preferred that are convertible into 12.5 million common. (Click for the PDF of Icahn’s SEC form SC-13D filing regarding the Chesapeake holding, Dec.17, 2010.)

Icahn is well known as an activist shareholder, providing management with instructions, including pressure to sell. Icahn Partners LP, with Jana Partners LLC, was behind the break-up, and then sale, of Kerr-McGee Corp. to Anadarko Petroleum Corp. in 2006.

Icahn was also behind the turn-around of National Energy Group as NEG Holdings and its sale in 2006 to SandRidge Energy Inc., which was founded by Tom Ward, a co-founder of Chesapeake.

More recently, Icahn partnered with Seneca Capital Investments LLC, another major shareholder of Dynegy Inc., to prevent the sale of the electric-power company to The Blackstone Group in November and has followed up this month with an offer of its own. Blackstone offered $5 a share; Icahn is offering $5.50. Seneca stated, when opposing the Blackstone offer, that it believed Dynegy is worth at least $6 a share, and it is opposing Icahn’s $5.50 offer.

Michael Bodino, director of energy research for Global Hunter Securities LLC, notes that Icahn states, in his filing regarding the Chesapeake shareholding, that he believes the shares are undervalued and he intends to talk with Chesapeake management about maximizing shareholder value.

“While standard language, one cannot help but wonder whether this is just an investment or if this will put Chesapeake in play,” Bodino says.

“…From an NAV perspective, it is easy to argue that Chesapeake is worth more dead than alive, but kudos to management for capturing significant value through massive land purchases and for refinancing through the joint-venture market.”

Who would buy Chesapeake? “We have tons of ideas swirling around our heads,” Bodino says. “With all of Chesapeake’s joint ventures and its labor-intensive land department, is this really the business a larger company wants to own?

“Does it make sense to break the company up into an oil company and a gas company or basin-specific companies, or a production company and a land/lease maintenance service company?”

If not selling, Chesapeake’s stock price may more closely reflect its asset value if EBITDA grows, Bodino adds. “With so many projects in their infancy, drilling could be the best option for maximizing shareholder value.”

Or, is Icahn’s tactic that of greenmail, which is to force Chesapeake eventually to buy back the Icahn shareholding at a higher price to prevent a hostile takeover? “Or, is Aubrey (McClendon, chairman and CEO) ready to harvest the company after all of these years?”

The experience among managements in the past is that to partner with Icahn often proves to be like playing with fire.

Click for Icahn’s SEC form SC-13D filing regarding the Chesapeake holding, Dec.17, 2010.

For more on past Icahn and activist-shareholder activity, see “Know Thy Hostile Shareholder,” April 2008, and “There Goes Pogo,” August 2007.

–Nissa Darbonne, Editor-at-Large, Oil and Gas Investor, OilandGasInvestor.com, OilandGasInvestor.com Today, Oil and Gas Investor This Week, A&D Watch, A-Dcenter.com, UGcenter.com. Contact Nissa at ndarbonne@hartenergy.com.