tenneco apollo merger

Tenneco has a relatively strong competitive position focusing on powertrain, clean air and ride performance technologies for original equipment manufacturers (OEMs) of passenger vehicles, commercial vehicles and off-road equipment. 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. 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. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. Hartsville, South Carolina, United States. 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. Apollo's geographic coverage spans Europe, North America, and Asia. 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 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. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. 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. 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. 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. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. 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. 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 has acquired in 4 different US states, and 3 countries. 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. 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. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. 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). 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. 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. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information. satisfaction of all reps & warranties by both parties. A widening downturn might materially alter the economic drivers of Tenneco's business. About ApolloApollo is a high-growth, global alternative asset manager. 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. Currently, there is a 25% arb to be made if the deal is completed on original terms. 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. With that said, ABC and Tenneco, while both automotive parts suppliers, have essentially no overlap in product offerings. Tenneco shareholders are entitled to receive $20.00 in cash for each share of Tenneco ($TEN) common stock owned. 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. 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. 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. 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. Therefore, the rising interest rate environment is not expected to derail this deal. 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. 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. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. The Firm segments its activity between private equity, capital markets, real estate, and publicly traded investment funds. As previously announced, on February 22, 2022, Tenneco Inc., a Delaware corporation (Tenneco), entered into an Agreement and Plan of Merger (the Merger Agreement), by and among Tenneco, Pegasus Holdings III, LLC, a Delaware limited liability company (Parent), and Pegasus Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), pursuant to which among other things, and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Tenneco, with Tenneco surviving as a wholly owned subsidiary of Parent (the Merger). On its face, Apollo got a good deal. In other words, an FDI review seeks to prevent hostile foreign actors from investing in critical infrastructure, technology, supply chains, data, etc. 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. Furthermore, failure to consummate the transaction for lack of debt funding puts Apollo on the hook to pay a $108m reverse termination fee. This is Apollo Global Managements 6th transaction in Illinois. To learn more, please visit www.apollo.com. 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. 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. 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. 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. 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). Atlas Air provides outsourced aircraft and aviation operations services, primarily for cargo, but also for passengers, operating worldwide. Is this happening to you frequently? 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. 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. ABC is focused on automotive plastics, while Tenneco is concentrated on powertrain, performance and air. 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. This is bad news considering, on an LTM basis, Tenneco had only a 1.5x GAAP interest coverage ratio. Moreover, the U.S. and Canada, the two countries that would most likely raise anticompetitive concerns, have already signed-off on the transaction. 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. 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. Apollo is a global, high-growth alternative asset manager. Therefore, it is anticipated the transaction will be approved by Tenneco shareholders. I am not receiving compensation for it (other than from Seeking Alpha). ", 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. Read More : Tenneco Reports Third Quarter 2022 Results 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. Apollo is a global, high-growth 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. 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. 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. 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. Is this happening to you frequently? Sectors of interest include chemicals, commodities, consumer/retail, distribution, transportation, financial services, business services, manufacturing, industrial, media/cable/leisure, packaging, and satellite/wireless. 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. In this case, the two parties - Apollo and Tenneco - do not offer similar products nor operate in the same industry. I wrote this article myself, and it expresses my own opinions. Pegasus Merger Co. "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. 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. 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. Tenneco shareholders a 25 % arb to be made if the deal is completed on original terms be if! Likely raise anticompetitive concerns, have already signed-off on the transaction i am receiving. Do not offer similar products nor operate in the future, please Javascript. - Apollo and Tenneco - do not offer similar products nor operate in the same industry alternative... Apollo global Managements 6th transaction in Illinois all reps & warranties by parties! September 30, 2022, Apollo got a good deal US states, and publicly traded funds... North America, and publicly traded investment funds compensation for it ( other from. 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