As a result of the transaction completion, Tennecos common stock no longer trades on the New York Stock Exchange. 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. I have no business relationship with any company whose stock is mentioned in this article. If you have an ad-blocker enabled you may be blocked from proceeding. satisfaction of all reps & warranties by both parties. 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. 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"). 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. (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. 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. 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. 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. 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. 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. 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. Most recently, Voss was the president and CEO of Vectra, a technology-based industrial growth company. 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. Tenneco shareholders are entitled to receive $20.00 in cash for each share of Tenneco ($TEN) common stock owned. LAKE FOREST, Ill., Feb. 23, 2022 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. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. 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 Material.. Tenneco Inc : Entry into a Material Definitive Agreement, Termination of a Material Defini.. Tenneco Inc.(NYSE:TEN) dropped from S&P TMI Index, Tenneco Inc.(NYSE:TEN) dropped from S&P Global BMI Index. 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. Additionally, Apollo is getting Tenneco at a very attractive multiple, so it's unlikely they will baulk at the transaction. Tenneco has acquired in 4 different US states, and 3 countries. 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. 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. Merger Sub is under no obligation to (and specifically disclaims any such obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 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's geographic coverage spans Europe, North America, and Asia. Tenneco shareholders are entitled to receive $20.00 in cash for each share of Tenneco ($TEN) common stock owned. 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. 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. Tenneco has acquired 6 companies of its own, including 2 in the last 5 years. 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. Disclosure: 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. 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. 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. Apollo is a global, high-growth alternative asset manager. Rothschild & Co acted as lead financial advisor to the Apollo Funds on the transaction. It is anticipated that all of these lawsuits will be settled out of court and that the concession derived from settlement negotiations will not derail this merger's completion. In light of the announced transaction with Apollo, Tenneco has cancelled the earnings conference call previously scheduled for February 24. My articles primarily focus on value, event-driven, and high yield debt investing. If you own shares of Tenneco and are concerned about the proposed merger, or you are interested in learning more about the investigation or your legal rights and remedies, please contact Melissa . 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. 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. Apollo is a global, high-growth alternative asset manager. Apollo is a global, high-growth alternative asset manager. Please disable your ad-blocker and refresh. Persons under Regulation S under the Securities Act. 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. Tenneco has 83.4m S/O and, with the exception of 3 shareholders controlling ~24% of Tenneco in aggregate, 2 of those being Vanguard and BlackRock, the shares are, by and large, held in unconcentrated hands. 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. On February 23, 2022, asset manager Apollo Global Management acquired automotive company Tenneco for 7.1B USD. 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. Another risk is from recession. Announces Extension of Tender Offers. Sie knnen Ihre Einstellungen jederzeit ndern. 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. 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. This is Apollo Global Managements 2nd transaction in the Automotive sector. All rights reserved. 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. 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. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. 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.". 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. 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. | Source: Nevertheless, until the facilities and loans are finalized and all the necessary approvals are obtained (or waived in respect to Ukraine and Russia), uncertainty will remain regarding this merger. Carr & Duff is a provider of specialty electrical construction services. Requests for documents relating to the Tender Offer and the Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tender Agent, at (866) 654-2015 or (212) 430-3774 (Banks and Brokers). Distributed by Public, unedited and unaltered, on 17 October 2022 20:42:04 UTC. Tenneco TEN stock jumped 96% to $19.53 in premarket trading. About ApolloApollo is a high-growth, global alternative asset manager. 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. 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. 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. February 23, 2022 - 7:00 am. 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. 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. Parent and Merger Sub have advised Tenneco that they intend to appoint Jim Voss as Tennecos Chief Executive Officer effective upon the consummation of the Merger and Mr. Kesselers departure. For Tenneco investors:Linae Golla847-482-5162lgolla@tenneco.com, Rich Kwas248-849-1340rich.kwas@tenneco.com, For Tenneco media:Bill Dawson847-482-5807bdawson@tenneco.com, For Apollo investors:Noah GunnGlobal Head of Investor RelationsApollo Global Management, Inc.(212) 822-0540IR@apollo.com, For Apollo media:Joanna RoseGlobal Head of Corporate CommunicationsApollo Global Management, Inc.(212) 822 0491Communications@apollo.com. AMERICAS. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. 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. 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. Is this happening to you frequently? 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. 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. 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. Therefore, the rising interest rate environment is not expected to derail this deal. 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. 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