", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. 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. 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. Sie knnen Ihre Einstellungen jederzeit ndern. The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement. 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. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. The Company's most targeted sectors include automotive (84%) and machinery (17%).. Join Mergr and gain access to . Holders have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. There will be a marketing period for the contemplated notes that will take place once all conditions precedent to the merger are satisfied. 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. 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. For more than three decades, Apollo's investing expertise across its fully integrated platform has served the financial return needs of its clients and provided businesses with innovative capital solutions for growth. 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. Moreover, the U.S. and Canada, the two countries that would most likely raise anticompetitive concerns, have already signed-off on the transaction. The transaction is not subject to a financing condition. For instance, the Russell 2000 is down ~13% since the deal was announced in February: In addition, the bulk of Tenneco's debt is comprised of 2 floating rate term loans equaling $2.959b due starting in 2023. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. 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. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. 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. 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. 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. Specifically, this partnership will allow us to continue to invest in and grow Tenneco's multiple segments and global footprint. None of these regulatory hurdles are expected to derail this merger. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. Please disable your ad-blocker and refresh. Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. Apollo manages publicly traded Apollo Investment Corporation, which provides equity and junior capital to middle-market companies, as well as Apollo Commercial Real Estate Finance, Inc. Apollo Global Management was formed in 1990 and is based in New York City. 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. 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. Information relating to the foregoing can also be found in TEN's definitive proxy statement for its 2021 Annual Meeting of Stockholders (the "Annual Meeting Proxy Statement"), which was filed with the SEC on April 1, 2021. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. Pegasus Merger Co. 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. Additionally, Apollo is getting Tenneco at a very attractive EV/EBITDA multiple, so it's unlikely they will baulk at the transaction. I am not receiving compensation for it (other than from Seeking Alpha). They are: The Definitive Proxy Statement set the shareholder vote for June 7, 2022 and it is anticipated that the parties will have no issue obtaining approval from a majority of Tenneco shareholders. 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. Is this happening to you frequently? 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. 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. For investor inquiries regarding Apollo, please contact: Tenneco Inc. published this content on 17 October 2022 and is solely responsible for the information contained therein. This transaction was made based on a financial, not strategic, decision by Apollo. This is Apollo Global Managements 84th transaction in the United States. 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. Forward-looking statements may be identified by the context of the statement and generally arise when TEN or its management is discussing its beliefs, estimates or expectations. I have no business relationship with any company whose stock is mentioned in this article. This is bad news considering, on an LTM basis, Tenneco had only a 1.5x GAAP interest coverage ratio. Holders are not entitled to withdraw previously tendered Notes or revoke Consents delivered pursuant to the Consent Solicitation, unless otherwise required by law. BofA Securities and Citi also acted as financial advisors to the Apollo Funds. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. 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. About TennecoTenneco is one of the world's leading designers, manufacturers and marketers of automotive products for original equipment and aftermarket customers, with full year 2020 revenues of $15.4 billion and approximately 73,000 team members working at more than 270 sites worldwide. 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. Persons under Regulation S under the Securities Act. Please. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. I/we have no stock, option or similar derivative position in any of the companies mentioned, but may initiate a beneficial Long position through a purchase of the stock, or the purchase of call options or similar derivatives in TEN over the next 72 hours. Sectors of interest include chemicals, commodities, consumer/retail, distribution, transportation, financial services, business services, manufacturing, industrial, media/cable/leisure, packaging, and satellite/wireless. On February 23, 2022, asset manager Apollo Global Management acquired automotive company Tenneco for 7.1B USD. 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. The definitive proxy statement will be sent or given to the stockholders of TEN and will contain important information about the proposed transaction and related matters. With that said, a deal break has substantial downside for investors. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. 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. 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 . The . Tenneco raised at JPMorgan as sale to Apollo likely to close on agreed terms, The auto parts and equipment company told that affiliates of Apollo Global Management - Pegasus Holdings and. Apollo Global Management, Inc. 2023 All Rights Reserved. As a result of the transaction completion, Tennecos common stock no longer trades on the New York Stock Exchange. otherwise and whether or not the Merger is consummated. Novolex was founded in 2003 and is headquartered in Hartsville, South Carolina. Daten ber Ihr Gert und Ihre Internetverbindung, wie Ihre IP-Adresse, Browsing- und Suchaktivitten bei der Nutzung von Yahoo Websites und -Apps. To learn more, please visit www.apollo.com. Therefore, Tenneco's current market price presents an opportunity for investors to make a spectacular +25% return in less than 6 months. Apollo is a global, high-growth alternative asset manager. In light of the market downturn and Tenneco's increasing cost of borrowing, the company's equity would likely trade much lower than $10/sh in the event of a transaction break. For more than three decades, Apollos investing expertise across its fully integrated platform has served the financial return needs of its clients and provided businesses with innovative capital solutions for growth. 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. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022. Apollo is a global, high-growth alternative asset manager. 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. 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. The Company intends to further extend the Expiration Date, without extending the July 12, 2022 Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the closing of the Merger. The above information includes "forward looking" statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the Tender Offer, the Consent Solicitation and the intended completion of the Merger. It has also divested 2 assets.. Tenneco's largest acquisition to date was in 2018, when it acquired Federal-Mogul Holdings for $800M. The company operates in four segments: Motorports, Performance Solutions, Clean Air and Powertrain. As of March 31, 2022, Tenneco had $4.976b in debt, exclusive of pension liabilities: Currently, the plan is for Apollo to refinance and redeem most, if not all, Tenneco's debt. 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. The Company reserves the right to further amend the terms of the Tender Offer and Consent Solicitation, to further extend the Expiration Date for the Tender Offer and Consent Solicitation or to waive any and all conditions to the Tender Offer and Consent Solicitation, in its sole discretion, at any time. 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. Jim Voss is a CEO and Operating Partner of Apollo Global Management and also serves as a Chairman of Kem One Group, a European producer of polyvinyl chloride, and of ABC Technologies. About ApolloApollo is a high-growth, global alternative asset manager. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information. As of December 31, 2021, Apollo had approximately $498 billion of assets under 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. Pegasus Merger Co. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. Apollo to acquire Tenneco for $7.1bn. 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. 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. Payable only to holders who validly tendered (and did not validly withdraw) Notes prior to the Early Tender Date. 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. 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. These statements are based on the Company's current expectations, estimates and assumptions and are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Holders who validly tender Notes after the Early Tender Date but before the Expiration Date will receive the Tender Consideration listed below, which does not include the Early Participation Premium. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. 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. With that said, it does not appear that Apollo overpaid for Tenneco. 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. This is Apollo Global Managements 6th largest (disclosed) transaction. 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 Global Management agreed to acquire Tenneco, an autoparts manufacturer, in an all-cash transaction with an enterprise value of $7.1 billion including debt. Carr & Duff is a provider of specialty electrical construction services. 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. Questions regarding the Tender Offer and the Consent Solicitation may be directed to BofA Securities at (980) 388-0539 (collect) or (888) 292-0070 (toll free) and Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 or by email to ny.liabilitymanagement@citi.com. 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. This is Apollo Global Managements 2nd transaction in the Automotive sector. This transaction looks on track to close in H2'2022 and on its original terms. 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