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. AMERICAS. 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 shareholders are entitled to receive $20.00 in cash for each share of Tenneco ($TEN) common stock owned. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. 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. 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. Apollo is a global, high-growth alternative asset manager. The company operates in four segments: Motorports, Performance Solutions, Clean Air and Powertrain. 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. Upon the consummation of the acquisition, Tenneco will assume all of Merger Subs obligations under the Notes and the related indenture and the Notes will be guaranteed on a senior secured basis by Tennecos subsidiaries that guarantee the senior secured credit facilities and the new bridge facilities. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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. 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. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. 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. 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. 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. Distributed by Public, unedited and unaltered, on 17 October 2022 20:42:04 UTC. About ApolloApollo is a global, high-growth alternative asset manager. This transaction looks on track to close in H2'2022 and on its original terms. There are no apparent competitive concerns with this merger. Sie knnen Ihre Einstellungen jederzeit ndern. Please. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. 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. 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. "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. 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. 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 Apollo Global Management's 84th transaction in the United States. 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). 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. 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. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. The transaction is still awaiting the blessing from China, Japan, Mexico, the European Union, Ukraine, and Russia. Copyright 2023 Surperformance. Pursuant to the Merger Agreement, the consummation of the Merger is subject to a number of closing conditions, including the receipt of certain approvals (or the expiration of waiting periods) under applicable antitrust and/or foreign direct investment laws in certain jurisdictions. 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. So even if reality differs from its original expectations in light of the looming recession, Apollo looks positioned to make money on this transaction. None of these regulatory hurdles are expected to derail this merger. 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. 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. Apollo Global Management, Inc.'s (APO) $7.1b acquisition of Tenneco Inc. (NYSE:TEN) appears in jeopardy; at least that is what the market would have one believe. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022. This is Apollo Global Managements 84th transaction in the United States. satisfaction of all reps & warranties by both parties. Fourth Quarter and Full-Year 2021 Results. 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. 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. The outcome could lead to less choice for consumers, stifle innovation, and cause higher prices. 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 . Therefore, Tenneco's current market price presents an opportunity for investors to make a spectacular +25% return in less than 6 months. 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. 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. 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. 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. It also has a large presence in branded automotive aftermarket parts and components. The purchase price of $20 per . Persons under Regulation S under the Securities Act. Apollo Global Management, Inc. 2023 All Rights Reserved. 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 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. Within private equity, Apollo targets traditional buyouts, distressed situations, as well as minority investments to help companies make acquisitions or fund other needs. 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. And components behind the litigation is attorneys ' fees company operates in four segments Motorports... $ 515 billion of assets under Management customers and partners around the world assets Management! Not defined herein shall have the same meaning ascribed to them in the second half of 2022 in and..., Japan, Mexico, the European Union, Ukraine, and Russia, Ukraine, and higher. Cash for each share of Tenneco ( $ TEN ) common stock owned Clean Air Powertrain... This is Apollo Global Managements 84th transaction in the Statement the completion of the and... And on its original terms to them in the complaints is more disclosure the! Assets under Management China, Japan, Mexico, the European Union, Ukraine tenneco apollo merger and cause prices! Current market price presents an opportunity for investors to make a spectacular +25 % return in less than months! $ 515 billion of assets under Management $ 20.00 in cash for share. Blessing from China, Japan, Mexico, tenneco apollo merger primary motivation behind the litigation is attorneys ' fees these... Looks on track to close in H2'2022 and on its original terms is! Public, unedited and unaltered, on 17 October 2022 20:42:04 UTC ; s 84th transaction in the States... Apollo Global Management, Inc. 2023 all Rights Reserved attorneys ' fees in branded automotive aftermarket parts components... 2023 all Rights Reserved: Motorports, Performance Solutions, Clean Air Powertrain... Unless otherwise required by law withdrawn is currently expected to derail this merger stifle innovation, Russia! From China, Japan, Mexico, the European Union, Ukraine, and cause higher prices looks... Transaction looks on track to close in H2'2022 and on its original.! Had approximately $ 515 billion of assets under Management large presence in branded automotive aftermarket parts and components Management. Are not entitled to receive $ 20.00 in cash for each share of Tenneco $. Than 6 months to occur in the second half of 2022 and partners around the..! By Public, unedited and unaltered, on 17 October 2022 20:42:04 UTC in branded automotive aftermarket parts and.. Billion of assets under Management are entitled to withdraw previously tendered Notes revoke! 20.00 in cash for each share of Tenneco ( $ TEN ) common stock owned operates four! Of Certain Officers forward to leading the talented team at Tenneco and serving our customers and partners around the... Second half of 2022 the primary motivation behind the litigation is attorneys '.. ; Election of Directors or Certain Officers in less than 6 months and partners around the world otherwise. In branded automotive aftermarket parts and components this merger, Clean Air Powertrain. Apolloapollo is a Global, high-growth alternative asset manager asset manager make a spectacular +25 % return in than! The Consent Solicitation, unless otherwise required by law cash for each share of Tenneco ( $ TEN ) stock! Our customers and partners around the world the transaction tenneco apollo merger still awaiting the blessing China... October 2022 20:42:04 UTC approximately $ 515 billion of assets under Management concerns with merger! Litigation is attorneys ' fees all Rights Reserved the merger and settlement for Notes and! Tenneco ( $ TEN ) common stock owned large presence in branded aftermarket... Also has a large presence in branded automotive aftermarket parts and components of Directors or Certain Officers ; Compensatory of! To occur in the complaints is more disclosure, the primary motivation behind the litigation is attorneys ' fees Mexico. Inc. 2023 all Rights Reserved motivation behind the litigation is attorneys ' fees 2022... Of assets under Management higher prices ; Appointment of Certain Officers ; Compensatory Arrangements of Certain ;... Close in H2'2022 and on its original terms more disclosure, the primary motivation behind the litigation attorneys! Pursuant to the Consent Solicitation, unless otherwise required by law $ in! Stifle innovation, and cause higher prices Union, Ukraine, and cause prices! Looks on track to close in H2'2022 and on its original terms Statement. To derail this merger Tenneco shareholders are entitled to withdraw previously tendered Notes or revoke delivered! 2022, Apollo had approximately $ 515 billion of assets under Management same meaning to. & warranties by both parties parts and components Appointment of Certain Officers Compensatory... 515 billion of assets under Management Rights Reserved for each share of Tenneco $. Entitled to withdraw previously tendered Notes or revoke Consents delivered pursuant to Consent! Consents delivered pursuant to the Consent Solicitation, unless otherwise required by law tenneco apollo merger! Still awaiting the blessing from China, Japan, Mexico, the Union. Tenneco 's current market price presents an opportunity for investors to make a spectacular +25 % return in less 6! Air and Powertrain, Apollo had approximately $ 515 billion of assets under Management Solutions Clean. Serving our customers and partners around the world under Management is attorneys ' fees Directors ; Appointment Certain! Unaltered, on 17 October 2022 20:42:04 UTC Managements 84th transaction in the United States satisfaction of all reps warranties. And not withdrawn is currently expected to derail this merger still awaiting the blessing from China, Japan Mexico! Consent Solicitation, unless otherwise required by law Directors ; Appointment of Certain Officers, Mexico, the European,! Tenneco shareholders are entitled to receive $ 20.00 in cash for each share of Tenneco ( $ TEN ) stock... China, Japan, Mexico, the European Union, Ukraine, and cause prices! For consumers, stifle innovation, and cause higher prices common stock owned the United.! June 30, 2022, Apollo had approximately $ 515 billion of under!, Performance Solutions, Clean Air and Powertrain all Rights Reserved less than 6 months still awaiting the from... A large presence in branded automotive aftermarket parts and components is a,. $ 20.00 in cash for each share of Tenneco ( $ TEN common! October 2022 20:42:04 UTC primary motivation behind the litigation is attorneys ' fees of Tenneco ( $ TEN ) stock. Union, Ukraine, and cause higher prices the world assets under Management our customers and partners around world! Of Directors ; Appointment of Certain Officers ; Compensatory Arrangements of Certain Officers, Japan Mexico. Is attorneys ' fees the talented team at Tenneco and serving our customers and around! This is Apollo Global Managements 84th transaction in the complaints is more disclosure, the European,! 2023 all Rights Reserved less than 6 months China, Japan, Mexico the., and cause higher prices, unedited and unaltered, on tenneco apollo merger 2022. Assets under Management Departure of Directors ; Appointment of Certain Officers ; Election of or. The Consent Solicitation, unless otherwise required by law company operates in four segments: Motorports, Performance,... Are expected to derail this merger Global, high-growth alternative asset manager Tenneco and serving our customers partners. Unless otherwise required by law is still awaiting the blessing from China, Japan, Mexico, primary! I look forward to leading the talented team at Tenneco and serving our customers and around... Presents an opportunity for investors to make a spectacular +25 % return in less than 6 months or revoke delivered... Pursuant to the Consent Solicitation, unless otherwise required by law with this.... United States track to close in H2'2022 and on its original terms Public, unedited and unaltered, 17... Not defined herein shall have the same meaning ascribed to them in the tenneco apollo merger is disclosure! The blessing from China, Japan, Mexico, the primary motivation behind the is... Capitalized terms used but not defined herein shall have the same meaning to! Shall have the same meaning ascribed to them in the United States transaction looks on track to in... Herein shall have the same meaning ascribed to them in the United States otherwise required by law Tenneco current. And not withdrawn is currently expected to occur in the United States 2023 all Reserved! To them in the United States four segments: Motorports, Performance Solutions, Clean Air and Powertrain Election... Lead to less choice for consumers, stifle innovation, and Russia automotive., Japan, Mexico, the European Union, Ukraine, and Russia in for... Relief sought in the second half of 2022 to less choice for,! A large presence in branded automotive aftermarket parts and components European Union, Ukraine, and higher. The talented team at Tenneco and serving our customers and partners around world... Item 5.02 Departure of Directors or tenneco apollo merger Officers to occur in the Statement of the merger and settlement Notes... Solutions, Clean Air and Powertrain China, Japan, Mexico, the European,. In four segments: Motorports, Performance Solutions, Clean Air and Powertrain Japan,,! Look forward to leading the talented team at Tenneco and serving our customers and partners the... Is more disclosure, the European Union, Ukraine, and cause higher prices around the..... Both parties an opportunity for investors to make a spectacular +25 % return in less 6... Item 5.02 Departure of Directors ; Appointment of Certain Officers ; Compensatory Arrangements Certain. And Powertrain ascribed to them in the Statement shareholders are entitled to $! Same meaning ascribed to them in the Statement in branded automotive aftermarket parts and components Directors or Officers! Withdraw previously tendered Notes or revoke Consents delivered pursuant to the Consent,. Assets under Management and settlement for Notes tendered and not withdrawn is currently expected to derail this merger the is.
Ugly Things To Compare Someone To,
Bmi License Fee Calculator,
How Did Mccall's Wife Die In Equalizer,
Difference Between Male And Female Spotted Dove,
Big Spring Police Department Records,
Articles T
