Company expects to close transaction with Apollo Funds in mid-November, 2022 SKOKIE, Ill., Oct. 31, 2022 /PRNewswire/ -- Tenneco Inc. (NYSE: TEN) today announced results for the third quarter. Klicken Sie auf Einstellungen verwalten um weitere Informationen zu erhalten und Ihre Einstellungen zu verwalten. Carr & Duff is a provider of specialty electrical construction services. Based on the forgoing, this merger arbitrage presents a compelling opportunity. 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. If you have an ad-blocker enabled you may be blocked from proceeding. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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. ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. 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. Copyright 2023 Surperformance. I have no business relationship with any company whose stock is mentioned in this article. Apollo's geographic coverage spans Europe, North America, and Asia. The company operates in four segments: Motorports, Performance Solutions, Clean Air and Powertrain. 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. For instance, in 2021 Apollo purchased majority control of ABC Technologies, a manufacturer and supplier of automotive plastics. 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. "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. Investor inquiries:Linae Golla847-482-5162lgolla@tenneco.com, Rich Kwas248-849-1340rich.kwas@tenneco.com, Media inquiries:Bill Dawson847-482-5807bdawson@tenneco.com, 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, 15701 Technology Drive, Northville, MI 48168. A typical example is when two companies in the same industry providing the same or similar service/product merge. About ApolloApollo is a high-growth, global alternative asset manager. 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 2021 revenues of $18 billion and approximately 71,000 team members working at more than 260 sites worldwide. These statements are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Tenneco traded below $10/sh leading up to the merger announcement and, since then, the equity market has weakened significantly. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. 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. Pursuant to the terms of the transaction, an affiliate of the Apollo Funds acquired all of the outstanding shares of Tenneco stock. 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 Rothschild & Co acted as lead financial advisor to the Apollo Funds on the transaction. Apollo Global Management, Inc. 2023 All Rights Reserved. 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 . 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. 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. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. 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. 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. 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. 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. 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. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. 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. 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. 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. Apollo is a global, high-growth alternative asset manager. Sectors of interest include chemicals, commodities, consumer/retail, distribution, transportation, financial services, business services, manufacturing, industrial, media/cable/leisure, packaging, and satellite/wireless. 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. The definitive proxy statement will be sent or given to the stockholders of TEN and will contain important information about the proposed transaction and related matters. 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. And certainly, in its discussions with lenders, Apollo received a verbal, although not guaranteed, range at which the loan will be priced, giving them foresight into whether to execute the merger agreement. 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. Pegasus Merger Co. 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. These types of securities law complaints are typical in the M&A industry. It also has a large presence in branded automotive aftermarket parts and components. 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. 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. 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. 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. Participants in the SolicitationTEN and its directors, executive officers and certain other members of management and team members may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. 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.". Apollo to acquire Tenneco for $7.1bn. 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.". 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. 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. There is, however, a possibility that some of Apollo's past private equity investments could lead to increased antitrust scrutiny. The net proceeds from the Notes offering, together with borrowings under new senior secured credit facilities and new bridge facilities, and an equity contribution, will be used to finance the acquisition of Tenneco, repay or retire substantially all of Tennecos existing debt and pay fees and expenses in connection with the transactions. With that said, it does not appear that Apollo overpaid for Tenneco. This is Apollo Global Managements 6th largest (disclosed) transaction. 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. 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 will continue to operate under the Tenneco name and brand and maintain a global presence. 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. Terms of the outstanding shares of Tenneco stock in its sole discretion, to waive any and all conditions the... 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