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. Holders have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. None of the Company, Tenneco, the Dealer Managers and Solicitation Agents, the Information and Tender Agent, or the trustees with respect to the Notes is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Apollo is a global, high-growth alternative asset manager. A meeting of the stockholders of TEN will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. 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. Apollo is a global, high-growth alternative asset manager. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of TEN's stockholders in connection with the Merger will be set forth in TEN's definitive proxy statement for its stockholder meeting. November 17, 2022 08:46 ET Tenneco has acquired in 4 different US states, and 3 countries. 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. To learn more, please visit www.apollo.com. Apollo Global Management, Inc. 2023 All Rights Reserved. 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. otherwise and whether or not the Merger is consummated. February 23, 2022. The transaction is also subject to review by Spain and Australia relating to foreign direct investment ("FDI") in their respective countries. 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. Huntingdon Valley, Pennsylvania, United States. Most recently, Voss was the president and CEO of Vectra, a technology-based industrial growth company. "In Apollo, we have a partner that recognizes the strength of our product portfolio and our ability to serve leading OEM and aftermarket blue-chip customers globally. Hartsville, South Carolina, United States. To learn more, please visit www.apollo.com. 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. 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. 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 instance, in 2021 Apollo purchased majority control of ABC Technologies, a manufacturer and supplier of automotive plastics. -, 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. 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. 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. Rothschild & Co acted as lead financial advisor to the Apollo Funds on 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. 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. 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. 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. Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "estimates," "suggests," "anticipates," "outlook," "continues," or similar expressions. These statements are not historical facts or guarantees of future performance but instead represent only the beliefs of TEN and its management at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside TEN's control. 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 . Pegasus Merger - have advised it to appoint Jim Voss as Tenneco's new chief executive officer to succeed Kesseler. Klicken Sie auf Einstellungen verwalten um weitere Informationen zu erhalten und Ihre Einstellungen zu verwalten. If the Federal Reserve continues its cadence of rate hikes for the balance of the year, Tenneco's term loans will get very expensive in a hurry. Holders are not entitled to withdraw previously tendered Notes or revoke Consents delivered pursuant to the Consent Solicitation, unless otherwise required by law. This is bad news considering, on an LTM basis, Tenneco had only a 1.5x GAAP interest coverage ratio. Certain funds managed by affiliates of Apollo Globa.. Tenneco Inc : Other Events, Financial Statements and Exhibits (form 8-K), Group of Banks Led by Citi, Bank of America to Fund $5.4 Billion Debt of Tenneco, JPMorgan Reinstates Tenneco at Overweight With $20 Price Target. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. I am not receiving compensation for it (other than from Seeking Alpha). One risk to the deal is rising interest rates. Voss brings significant experience in industrial manufacturing, with more than 25 years of experience in the specialty materials industry and having served as an operating partner to Apollo Funds since 2012. Therefore, Tenneco's current market price presents an opportunity for investors to make a spectacular +25% return in less than 6 months. 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 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. Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "estimates," "suggests," "anticipates," "outlook," "continues," or similar expressions. 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. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. We are excited for Tenneco to enter this exciting next chapter with Apollo and together see compelling opportunities to accelerate Tennecos growth trajectory and enhance operations, said CEO Jim Voss. 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. Additional Information About the Merger and Where to Find ItThis communication is being made in respect of the proposed transaction involving TEN and Apollo private equity funds. Pursuant to the terms of the transaction, an affiliate of the Apollo Funds acquired all of the outstanding shares of Tenneco stock. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. 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. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information. Additional information regarding these individuals and any direct or indirect interests they may have in the Merger will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the Merger. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. Based on the forgoing, this merger arbitrage presents a compelling opportunity. Durch Klicken auf Alle akzeptieren erklren Sie sich damit einverstanden, dass Yahoo und unsere Partner Ihre personenbezogenen Daten verarbeiten und Technologien wie Cookies nutzen, um personalisierte Anzeigen und Inhalte zu zeigen, zur Messung von Anzeigen und Inhalten, um mehr ber die Zielgruppe zu erfahren sowie fr die Entwicklung von Produkten. (CercleFinance.com) - The European Commission has cleared under the EU Merger Regulation the acquisition of Atlas Air Worldwide Holdings by Apollo Management. The transaction is not subject to a financing condition. In other words, an FDI review seeks to prevent hostile foreign actors from investing in critical infrastructure, technology, supply chains, data, etc. 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. 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. We believe this transaction is the right path forward and achieves our goal of maximizing value for Tenneco shareholders, and will benefit our team members, customers and business partners around the world. All rights reserved. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. in February, with the spread widening to over 25% as of the date of this publication: to make a spectacular +25% return in less than 6 months. 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. 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. Announces Extension of Tender Offers. 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. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent to transactions of this nature, including, without limitation, whether or not the Company completes the Tender Offer and Consent Solicitation on terms currently contemplated or. About ApolloApollo is a global, high-growth alternative asset manager. 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. ", Apollo Partner Michael Reiss said, "Tenneco is a key solutions provider for global mobility markets with a long-held commitment to innovation and high-quality service. 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. If you have an ad-blocker enabled you may be blocked from proceeding. ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. 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. 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. 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, NY, October 17, 2022- Pegasus Merger Co. (the "Company"), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced today that it has amended the terms of the Company's previously announced cash tender offers (together, the "Tender Offer") and consent solicitations (together, the "Consent Solicitation") to purchase any and all of Tenneco Inc.'s ("Tenneco") outstanding 5.125% Senior Secured Notes due 2029 (the "5.125% Notes") and 7.875% Senior Secured Notes due 2029 (the "7.875% Notes" and together with the 5.125% Notes, the "Notes") to extend the expiration date from 5:00 p.m., New York City time, on October 17, 2022 to 5:00 p.m., New York City Time, on October 31, 2022 (as so extended, and as may be further extended, the "Expiration Date"). Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. Apollo Global Management, Inc. 2023 All Rights Reserved. Try For Free The above information includes forward looking statements about the Notes offering and acquisition of Tenneco. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. 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. Read More : Tenneco Reports Third Quarter 2022 Results 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. 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. 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. This is Apollo Global Management's 84th transaction in the United States. 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. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. It also has a large presence in branded automotive aftermarket parts and components. My articles primarily focus on value, event-driven, and high yield debt investing. 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. Pegasus Merger Co. Pursuant to the terms of the transaction, an affiliate of the Apollo Funds acquired all of the outstanding shares of Tenneco stock. Please disable your ad-blocker and refresh. So even if reality differs from its original expectations in light of the looming recession, Apollo looks positioned to make money on this transaction. "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. This transaction looks on track to close in H2'2022 and on its original terms. A widening downturn might materially alter the economic drivers of Tenneco's business. 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. 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. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. "The Board's decision follows careful evaluation of the transaction and thoughtful and comprehensive review of value creation opportunities for Tenneco. 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. 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. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of TEN's stockholders in connection with the Merger will be set forth in TEN's definitive proxy statement for its stockholder meeting. With that said, it does not appear that Apollo overpaid for Tenneco. We look forward to working with the Tenneco team to build on the strong foundation in place today, investing across their platform and product categories for growth and delivering innovative solutions for customers.". And supplier of automotive plastics news considering, on an LTM basis Tenneco!, on an LTM basis, Tenneco has transformed its business to succeed today... Rights Reserved completion of the Apollo Funds acquired All of the stockholders of will. Value, event-driven, and Latham & Watkins LLP is acting as legal counsel practicable to seek approval. From proceeding is currently expected to occur in the Statement because it contains information... ; Election of Directors ; Appointment of Certain Officers ; Compensatory Arrangements of Certain Officers creation for... Of TEN will be announced as promptly as practicable to seek stockholder approval in connection the. 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