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). 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. 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. This is Apollo Global Managements 6th transaction in Illinois. I wrote this article myself, and it expresses my own opinions. 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. (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. 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. 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. 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. For investor inquiries regarding Apollo, please contact: Noah GunnGlobal Head of Investor RelationsApollo Global Management, Inc.(212) 822-0540IR@apollo.com, Joanna RoseGlobal Head of Corporate CommunicationsApollo Global Management, Inc.(212) 822-0491Communications@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. February 23, 2022 - 7:00 am. Persons under Regulation S under the Securities Act. 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 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. 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. 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 . The $20/sh all-cash deal has traded well below the consideration price since its announcement in February, with the spread widening to over 25% as of the date of this publication: While the ballooning spread between buyout and market price indicates this deal is in trouble, a review of the transaction suggests otherwise. 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. 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. It also has a large presence in branded automotive aftermarket parts and components. 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. Parent and Merger Sub are affiliates of Apollo Global Management, Inc. On July 7, 2022, Brian J. Kesseler, the Chief Executive Officer of Tenneco, confirmed that, subject to and effective only upon consummation of the Merger, Mr. Kesseler intends to depart as Tennecos Chief Executive Officer. Sie knnen Ihre Einstellungen jederzeit ndern. The Early Participation Premium is included in the Total Consideration. 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. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. ", 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. 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 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 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. 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. Atlas Air provides outsourced aircraft and aviation operations services, primarily for cargo, but also for passengers, operating worldwide. Apollo to acquire Tenneco for $7.1bn. 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. 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. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. 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. 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. The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement. 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. 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. 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. To learn more, please visit www.apollo.com. Sectors of interest include chemicals, commodities, consumer/retail, distribution, transportation, financial services, business services, manufacturing, industrial, media/cable/leisure, packaging, and satellite/wireless. 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 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. BofA Securities and Citi also acted as financial advisors to the Apollo Funds. 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. Apollo is a global, high-growth alternative asset manager. 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. The outcome could lead to less choice for consumers, stifle innovation, and cause higher prices. 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 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 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. Furthermore, failure to consummate the transaction for lack of debt funding puts Apollo on the hook to pay a $108m reverse termination fee. 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. 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. Is this happening to you frequently? Tenneco designs, manufactures, markets and distributes products and services for light internal combustion engine vehicles, commercial trucks, off-highway, industrial, motorsport and aftermarket customers. Apollo agreed to assume all of Tenneco's debt. Announces Extension of Tender Offers. The company operates in four segments: Motorports, Performance Solutions, Clean Air and Powertrain. I wrote this article myself, and it expresses my own opinions. 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. 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. 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. 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. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. The transaction is not subject to a financing condition. Apollo agreed to pay only ~5.6x 2021 EBITDA (=$7.150b/$1.273b) for Tenneco. 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. As a result of the transaction completion, Tennecos common stock no longer trades on the New York Stock Exchange. Apollo Global Management, Inc. 2023 All Rights Reserved. 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 completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022. A typical example is when two companies in the same industry providing the same or similar service/product merge. 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. The Company's most targeted sectors include automotive (84%) and machinery (17%).. Join Mergr and gain access to . 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. 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. 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"). 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 September 30, 2022, Apollo had approximately $523 billion of assets under management. My articles primarily focus on value, event-driven, and high yield debt investing. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate . With that said, it does not appear that Apollo overpaid for Tenneco. 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. This is bad news considering, on an LTM basis, Tenneco had only a 1.5x GAAP interest coverage ratio. A meeting of the stockholders of TEN will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. 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. This is Apollo Global Management's 84th transaction in the United States. 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. The merger simply replaces one foreign actor for another; with both actors being U.S.-held entities. Tenneco Inc. agreed to be acquired by Apollo Global Management for $20/sh in cash. Apollo is a global, high-growth alternative asset manager. It intends to do so through a new credit facility as well as selling new notes through private placement. The Company 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. 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. As of September 30, 2022, Apollo had approximately $523 billion of assets under 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.
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