Wachtell, Lipton, Rosen & Katz is serving as legal counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as financing counsel to the Apollo Funds. Forward Looking StatementsThis announcement contains "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. At the date of this publication, there have been no public challenges put forth from shareholders related to the acquisition (aside from several run-of-the-mill corporate shakedown lawsuits brought by unrelated minority shareholders), suggesting shareholders are in favor of the deal. And certainly, in its discussions with lenders, Apollo received a verbal, although not guaranteed, range at which the loan will be priced, giving them foresight into whether to execute the merger agreement. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Holders are not entitled to withdraw previously tendered Notes or revoke Consents delivered pursuant to the Consent Solicitation, unless otherwise required by law. (FS) Apollo Global Management, an American global alternative investment management firm, agreed to acquire Tenneco, an American automotive components original equipment manufacturer, for $7.1bn. November 17, 2022 | Apollo Global Management, Inc. Tenneco and Apollo (NYSE: APO) today announced that funds managed by Apollo affiliates (the "Apollo Funds") have completed the previously announced acquisition of Tenneco, a leading designer, manufacturer and marketer of automotive products for OEM and aftermarket customers. This transaction marks a significant milestone and will provide us with a new and exciting platform from which we can continue our global strategy in an evolving and dynamic mobility landscape," said Brian Kesseler, Tenneco's chief executive officer. This transaction was made based on a financial, not strategic, decision by Apollo. Banks Delay $5.4 Billion Buyout Financing to Apollo ($APO) for Tenneco ($TEN) - Bloomberg Markets Banks Delay $5.4 Billion Buyout Financing to Apollo for Tenneco Deal pushed back to. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate . Most are antitrust-related but two focus on foreign investment. Investors may obtain a free copy of these materials (when they are available) and other documents filed by TEN with the SEC at the SEC's website at www.sec.gov, at TEN's website at www.tenneco.com or by sending a written request to Tenneco Inc., Attn: Corporate Secretary, 500 North Field Drive, Lake Forest, Illinois 60045. Apollos patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its team members, and the communities it impacts, to expand opportunity and achieve positive outcomes. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. In the Merger Agreement, there are several conditions precedent in order to consummate the transaction. Apollo Global Management, Inc. SKOKIE, Ill. and NEW YORK, Nov. 17, 2022 (GLOBE NEWSWIRE) -- Tenneco and Apollo (NYSE: APO) today announced that funds managed by Apollo affiliates (the Apollo Funds) have completed the previously announced acquisition of Tenneco, a leading designer, manufacturer and marketer of automotive products for OEM and aftermarket customers. The parties have already set a date for the shareholder vote to approve the merger, submitted all regulatory filings and notifications to relevant authorities, and received debt and equity commitments in order to finance the transaction. Apollo's patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its team members, and the communities it impacts, to expand opportunity and achieve positive outcomes. Participants in the SolicitationTEN and its directors, executive officers and certain other members of management and team members may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. If the proposed transaction is consummated, TEN's stockholders will cease to have any equity interest in TEN and will have no right to participate in its earnings and future growth. Right now, the brunt of recessionary pressure is only affecting asset prices; but if the Federal Reserve stays on its current path, sooner or later, recession is going to spill over into the broader economy. Upon completion of the transaction, Tenneco's shares will no longer trade on the New York Stock Exchange, and Tenneco will become a private company. that could put a country at risk. LAKE FOREST, Ill., Feb. 23, 2022 /PRNewswire/ -- Tenneco (NYSE: TEN) announced today it has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo (NYSE:. In the asset management business, Apollo seeks to provide its clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid, and equity. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Sie knnen Ihre Einstellungen jederzeit ndern. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three investing strategies: yield, hybrid, and equity. As a result of the transaction completion, Tennecos common stock no longer trades on the New York Stock Exchange. BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation. This transaction was. Through Athene, Apollo's retirement services business, it specializes in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. Apollo Global Management, Inc. 2023 All Rights Reserved. The Notes will not be registered under the Securities Act of 1933, as amended (the Securities Act) or any state securities laws and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information. This transaction marks a significant milestone and will provide us with a new and exciting platform from which we can continue our global strategy in an evolving and dynamic mobility landscape," said Brian Kesseler, Tenneco's chief executive officer. There are no apparent competitive concerns with this merger. Such statements only reflect the Company's best assessment at this time and are indicated by words or phrases such as "plans," "intends," "will" or similar words or phrases. In this case, the two parties - Apollo and Tenneco - do not offer similar products nor operate in the same industry. Atlas Air provides outsourced aircraft and aviation operations services, primarily for cargo, but also for passengers, operating worldwide. The table below sets forth the consideration payable in connection with the Tender Offer: For each $1,000 principal amount of Notes, excluding accrued but unpaid interest, which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable. "The Board's decision follows careful evaluation of the transaction and thoughtful and comprehensive review of value creation opportunities for Tenneco. Except as required by applicable law, TEN undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. A meeting of the stockholders of TEN will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. Within private equity, Apollo targets traditional buyouts, distressed situations, as well as minority investments to help companies make acquisitions or fund other needs. Investors may obtain a free copy of these materials (when they are available) and other documents filed by TEN with the SEC at the SEC's website at www.sec.gov, at TEN's website at www.tenneco.com or by sending a written request to Tenneco Inc., Attn: Corporate Secretary, 500 North Field Drive, Lake Forest, Illinois 60045. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. SKOKIE, Ill. and NEW YORK, Nov. 17, 2022 (GLOBE NEWSWIRE) -- Tenneco and Apollo (NYSE: APO) today announced that funds managed by Apollo affiliates (the "Apollo Funds") have completed the. The main risk to the merger is Apollo deciding not to consummate the transaction. Apollo Commercial Real Estate Finance (NYSE: ARI), MidCap Financial Investment Corp. (NASDAQ: MFIC), Apollo Asset Management (NYSE: AAM PrA-B), Apollo Senior Floating Rate Fund (NYSE: AFT). Try For Free Carr & Duff is a provider of specialty electrical construction services. Rothschild & Co acted as lead financial advisor to the Apollo Funds on the transaction. Copyright 2023 Surperformance. The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained at no charge from Global Bondholder Services Corporation. Please. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. Rothschild & Co acted as lead financial advisor to the Apollo Funds on the transaction. One risk to the deal is rising interest rates. The merger is currently faced with eight federal and one state lawsuits seeking to enjoin the merger until certain disclosures are made regarding the merging parties' proxy statement. To learn more, please visit www.apollo.com. The transaction, which has been unanimously approved by the Tenneco Board of Directors, is expected to close in the second half of 2022, subject to customary closing conditions, including approval by Tenneco shareholders and receipt of regulatory approvals. If you have an ad-blocker enabled you may be blocked from proceeding. Tenneco TEN stock jumped 96% to $19.53 in premarket trading. | Source: The Company's most targeted sectors include automotive (84%) and machinery (17%).. Join Mergr and gain access to . Such statements only reflect Merger Subs best assessment at this time and are indicated by words or phrases such as plans, intends, will or similar words or phrases. Based on the forgoing, this merger arbitrage presents a compelling opportunity. ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. Furthermore, failure to consummate the transaction for lack of debt funding puts Apollo on the hook to pay a $108m reverse termination fee. In a separate press release, Tenneco today announced its financial results for the fourth quarter and fiscal year ended December 31, 2021, which is accessible by visiting the Investor Relations section of the Tenneco corporate website at Investors | Tenneco Inc. Pegasus Merger Co. LAKE FOREST, Ill., Feb. 23, 2022 /PRNewswire/ -- Tenneco (NYSE: TEN) announced today it has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo (NYSE: APO) (the "Apollo Funds") in an all-cash transaction with an enterprise valuation of approximately $7.1 billion, including debt. new york, oct. 31, 2022 (globe newswire) -- pegasus merger co. ("merger sub"), which is owned by certain investment funds managed by affiliates of apollo global management, inc., today announced that, in connection the proposed acquisition of tenneco inc. ("tenneco"), it intends to offer $1.0 billion in aggregate principal amount of senior NEW YORK, Oct. 31, 2022 (GLOBE NEWSWIRE) -- Pegasus Merger Co. (Merger Sub), which is owned by certain investment funds managed by affiliates of Apollo Global Management, Inc., today announced that, in connection the proposed acquisition of Tenneco Inc. (Tenneco), it intends to offer $1.0 billion in aggregate principal amount of senior secured notes due 2028 (the Notes) in a private offering. Distributed by Public, unedited and unaltered, on 17 October 2022 20:42:04 UTC. The parties to the merger told the transaction has reached close to completion except for the receipt of remaining antitrust and competition law approvals from the European Union, Japan and Mexico. SKOKIE, Ill., June 7, 2022 /PRNewswire/ -- Tenneco Inc. (NYSE: TEN) today announced that its shareholders voted to approve Tenneco's pending acquisition by affiliates of Apollo Global Management . In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three investing strategies: yield, hybrid, and equity. At this point, the interest rate Apollo will obtain to refinance the debt remains uncertain; and it could end up outside the rate Apollo modeled for when deciding to enter the transaction. Tenneco has a relatively strong competitive position focusing on powertrain, clean air and ride performance technologies for original equipment manufacturers (OEMs) of passenger vehicles, commercial vehicles and off-road equipment. According to the proxy, on average acquirers paid ~7.3x EV/LTM EBITDA for similar target companies to Tenneco in the past. Analyst recommendations: Nike, Albermarle, Diageo, Reckitt Benck.. Deutsche Bank Adjusts Tenneco's Price Target to $20 From $18, Maintains Hold Rating, Chief Information Officer & Senior Vice President. The transaction, which has been unanimously approved by the Tenneco Board of Directors, is expected to close in the second half of 2022, subject to customary closing conditions, including approval by Tenneco shareholders and receipt of regulatory approvals. Through Athene, Apollo's retirement services business, it specializes in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate and certain cash value to Tenneco shareholders at a substantial premium," said Dennis Letham, Chairman of the Board of Tenneco. Participants in the SolicitationTEN and its directors, executive officers and certain other members of management and team members may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Novolex serves customers across foodservice, grocery, retail, and industrial end markets with a diverse product portfolio including retail and specialty bags, food packaging products, and a broad range of specialty films and laminated products. Readers are cautioned not to place undue reliance on TEN's projections and other forward-looking statements, which speak only as of the date thereof. The stock traded close to Apollo's APO, +1.30% take-private price of $20 a share, roughly double the stock's closing price of $9.98 . Delayed Nyse Furthermore, Tenneco stock has not traded above the buyout price for nearly 3 years, and the $20/sh buyout price represents a 100% and 85% premium over the day and month, respectively, before the merger was made public: So, it is no surprise there has been essentially no pushback to the buyout. A typical example is when two companies in the same industry providing the same or similar service/product merge. Therefore, the impact on the competitive environment will be negligible. Through Athene, Apollos retirement services business, it specializes in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Additionally, Apollo is getting Tenneco at a very attractive multiple, so it's unlikely they will baulk at the transaction. SKOKIE, Ill. and NEW YORK, Nov. 17, 2022 (GLOBE NEWSWIRE) -- Tenneco and Apollo (NYSE: APO) today announced that funds managed by Apollo affiliates (the "Apollo Funds") have completed the previously announced acquisition of Tenneco, a leading designer, manufacturer and marketer of automotive products for OEM and aftermarket customers. Apollo's patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its team members, and the communities it impacts, to expand opportunity and achieve positive outcomes. Apollo is a global private equity firm while Tenneco is a leader in design and manufacturing of original and aftermarket engine, suspension, air, and powertrain components. As of July 7, all conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement except for the conditions pertaining to the antitrust and competition laws of the European Union, Japan and Mexico. Apollo's patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its team members, and the communities it impacts, to expand opportunity and achieve positive outcomes. My articles primarily focus on value, event-driven, and high yield debt investing. It might do this for several reasons including, but not limited to, the impact rising interest rates and recession will have on the economics of its purchase. otherwise and whether or not the Merger is consummated. To learn more, please visit www.apollo.com. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. INVESTORS AND STOCKHOLDERS OF TEN ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TEN, THE APOLLO PRIVATE EQUITY FUNDS ACQUIRING TEN AND THE MERGER. Our patient, creative, and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees, and the communities we impact, to expand opportunity and achieve positive outcomes. Forward Looking StatementsThis announcement contains "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. November 17, 2022 08:46 ET Sectors of interest include chemicals, commodities, consumer/retail, distribution, transportation, financial services, business services, manufacturing, industrial, media/cable/leisure, packaging, and satellite/wireless. This transaction looks on track to close in H2'2022 and on its original terms. To the extent that holdings of TEN's securities have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Tenneco's ( NYSE: TEN) CEO Brian J. Kesseler announced Thursday that he intends to leave the company upon the completion of pending merger with Apollo Global Management ( NYSE: APO ). LAKE FOREST, Ill., Feb. 23, 2022 /PRNewswire/ -- Tenneco (NYSE: TEN) announced today it has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo (NYSE: APO) (the "Apollo Funds") in an all-cash transaction with an enterprise valuation of approximately $7.1 billion, including debt. Through our four business groups, Motorparts, Performance Solutions, Clean Air and Powertrain, Tenneco is driving advancements in global mobility by delivering technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket. Apollo is a global, high-growth alternative asset manager. According to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for the Tender Offer, the Company has received tenders and consents from holders of more than 99% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of more than 98% of the total outstanding principal amount of the 7.875% Notes. On February 23, 2022, asset manager Apollo Global Management acquired automotive company Tenneco for 7.1B USD. It also has a large presence in branded automotive aftermarket parts and components. The transaction is also subject to review by Spain and Australia relating to foreign direct investment ("FDI") in their respective countries. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. The Firm segments its activity between private equity, capital markets, real estate, and publicly traded investment funds. Announces Private Offering of $1.0 billion of Senior Secured Notes in Connection with the Acquisition of Tenneco Inc. by Funds Affiliated with Apollo Global Management Is this happening to you frequently? Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Apollo is a global, high-growth alternative asset manager. This is bad news considering, on an LTM basis, Tenneco had only a 1.5x GAAP interest coverage ratio. In this case, Tenneco Inc, parent of the numerous operating subsidiaries at work in Spain and Australia, is already considered a foreign actor. Klicken Sie auf Einstellungen verwalten um weitere Informationen zu erhalten und Ihre Einstellungen zu verwalten. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. Fourth Quarter and Full-Year 2021 Results. None of these regulatory hurdles are expected to derail this merger. These and other factors are identified and described in more detail in TEN's Annual Report on Form 10-K for the year ended December 31, 2020, as well as TEN's subsequent filings and is available online at www.sec.gov. This transaction is also a testament to the achievements of our global team, whose commitment and focus during these extraordinary times have enabled our success. Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated June 27, 2022 (as amended or supplemented from time to time, the "Statement"). Apollo Global Management is a global alternative investment firm. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. February 23, 2022. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022. Through our four business groups, Motorparts, Performance Solutions, Clean Air and Powertrain, Tenneco is driving advancements in global mobility by delivering technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket. -, Tenneco Announces to Supply Intelligent Suspension, Anti-Vibration Performance Materials Solutions for Rivian R1T and R1S Electric Vehicles, Banks fund Tenneco buyout after failed sale attempt, Apollo Funds Closes Acquisition of Tenneco. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. The mission of an FDI review is to protect a country's citizens by identifying and vetting certain transactions that would jeopardize safety and security. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. With that said, Apollo has assurances in the form of debt commitment letters from lenders agreeing to underwrite certain credit facilities and loans to refinance Tenneco's debt. The transaction is not subject to a financing condition. The purchase price of $20.00 per share represents a 100.4% premium over the Company's closing share price of $9.98 on February 22, 2022 and a 71.6% premium over the Company's unaffected 90-day VWAP. If the proposed transaction is consummated, TEN's stockholders will cease to have any equity interest in TEN and will have no right to participate in its earnings and future growth. In a separate press release, Tenneco today announced its financial results for the fourth quarter and fiscal year ended December 31, 2021, which is accessible by visiting the Investor Relations section of the Tenneco corporate website at Investors | Tenneco Inc. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and outside the United States to non-U.S. These types of securities law complaints are typical in the M&A industry. Were pleased to complete this acquisition and support Jim and the management team in making strategic investments across product categories to accelerate growth and deliver innovative customer solutions, said Apollo Partner Michael Reiss. Pursuant to the terms of the transaction, an affiliate of the Apollo Funds acquired all of the outstanding shares of Tenneco stock. The purchase price of $20 per . Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring TEN to pay a termination fee; (3) the risk that the Merger disrupts TEN's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of TEN to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Merger on TEN's operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that TEN's stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against TEN and others; (9) other factors that could affect TEN's business such as, without limitation, cyclical and seasonal nature of the industries that TEN serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus ("COVID-19") pandemic; the cost and availability of supplies, raw materials and energy; the effectiveness of TEN's research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting TEN's outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting TEN's funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulations; extreme weather events and natural disasters; and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all.
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