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. There are no apparent competitive concerns with this merger. Right now, the brunt of recessionary pressure is only affecting asset prices; but if the Federal Reserve stays on its current path, sooner or later, recession is going to spill over into the broader economy. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate and certain cash value to Tenneco shareholders at a substantial premium," said Dennis Letham, Chairman of the Board of Tenneco. ABC is focused on automotive plastics, while Tenneco is concentrated on powertrain, performance and air. Tenneco 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. 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. 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. It also has a large presence in branded automotive aftermarket parts and components. 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. The transaction is still awaiting the blessing from China, Japan, Mexico, the European Union, Ukraine, and Russia. 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. 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. To learn more, please visit www.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. 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. These statements are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Apollo Global Management, Inc. 2023 All Rights Reserved. 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. 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. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. 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. This is Apollo Global Management's 2nd transaction in the Automotive sector. 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. Is this happening to you frequently? Most are antitrust-related but two focus on foreign investment. Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated June 27, 2022 (as amended or supplemented from time to time, the "Statement"). Furthermore, failure to consummate the transaction for lack of debt funding puts Apollo on the hook to pay a $108m reverse termination fee. All rights reserved. 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. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate and certain cash value to Tenneco shareholders at a substantial premium," said Dennis Letham, Chairman of the Board of Tenneco. ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. 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 The above information includes "forward looking" statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the Tender Offer, the Consent Solicitation and the intended completion of the Merger. 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. The Company's most targeted sectors include automotive (84%) and machinery (17%).. Join Mergr and gain access to . Through Athene, Apollo's retirement services business, it specializes in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. The transaction is not subject to a financing condition. 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. On February 23, 2022, asset manager Apollo Global Management acquired automotive company Tenneco for 7.1B USD. 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 all, regulatory approvals are not expected to cause a delay to this transaction. Novolex was founded in 2003 and is headquartered in Hartsville, South Carolina. 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. Apollo is a global, high-growth alternative asset manager. satisfaction of all reps & warranties by both parties. 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. "The Board's decision follows careful evaluation of the transaction and thoughtful and comprehensive review of value creation opportunities for Tenneco. that could put a country at risk. 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. 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. There will be a marketing period for the contemplated notes that will take place once all conditions precedent to the merger are satisfied. To learn more, please visit www.apollo.com. Tenneco traded below $10/sh leading up to the merger announcement and, since then, the equity market has weakened significantly. 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. 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. 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. 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. 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. 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. 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. 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. 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 Early Participation Premium is included in the Total Consideration. 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. We are excited for Tenneco to enter this exciting next chapter with Apollo and together see compelling opportunities to accelerate Tennecos growth trajectory and enhance operations, said CEO Jim Voss. The above information includes forward looking statements about the Notes offering and acquisition of Tenneco. Klicken Sie auf Einstellungen verwalten um weitere Informationen zu erhalten und Ihre Einstellungen zu verwalten. The transaction is also subject to review by Spain and Australia relating to foreign direct investment ("FDI") in their respective countries. 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