November 17, 2022 | Apollo Global Management, Inc. 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. I am not receiving compensation for it (other than from Seeking Alpha). 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. For instance, in 2021 Apollo purchased majority control of ABC Technologies, a manufacturer and supplier of automotive plastics. 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 July 7, all conditions to closing under the Merger Agreement with respect to antitrust and/or foreign direct investment laws have been satisfied or waived in accordance with the terms and conditions of the Merger Agreement except for the conditions pertaining to the antitrust and competition laws of the European Union, Japan and Mexico. Fourth Quarter and Full-Year 2021 Results. To learn more, please visit www.apollo.com. 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. (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. 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. 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. 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. 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. 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. Fourth Quarter and Full-Year 2021 Results. BofA Securities and Citi also acted as financial advisors to the Apollo Funds. 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. Based on the forgoing, this merger arbitrage presents a compelling opportunity. It also has a large presence in branded automotive aftermarket parts and components. This is bad news considering, on an LTM basis, Tenneco had only a 1.5x GAAP interest coverage ratio. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information. 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. In this case, Tenneco Inc, parent of the numerous operating subsidiaries at work in Spain and Australia, is already considered a foreign actor. Pegasus Merger Co. 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. This is Apollo Global Management's 6th largest (disclosed) transaction. The Company reserves the right to further amend the terms of the Tender Offer and Consent Solicitation, to further extend the Expiration Date for the Tender Offer and Consent Solicitation or to waive any and all conditions to the Tender Offer and Consent Solicitation, in its sole discretion, at any time. 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. Apollo Global Management, Inc. 2023 All Rights Reserved. One risk to the deal is rising interest rates. Most are antitrust-related but two focus on foreign investment. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. 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. (CercleFinance.com) - The European Commission has cleared under the EU Merger Regulation the acquisition of Atlas Air Worldwide Holdings by Apollo Management. Apollo Global Management, Inc. 2023 All Rights Reserved. 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. 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. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022. Banks Delay $5.4 Billion Buyout Financing to Apollo ($APO) for Tenneco ($TEN) - Bloomberg Markets Banks Delay $5.4 Billion Buyout Financing to Apollo for Tenneco Deal pushed back to. 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. To learn more, please visit www.apollo.com. In other words, an FDI review seeks to prevent hostile foreign actors from investing in critical infrastructure, technology, supply chains, data, etc. 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. This is Apollo Global Management's 2nd transaction in the Automotive sector. Please. 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. 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. 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. 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. None of these regulatory hurdles are expected to derail this merger. All rights reserved. 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. This is Apollo Global Managements 6th largest (disclosed) transaction. Sectors of interest include chemicals, commodities, consumer/retail, distribution, transportation, financial services, business services, manufacturing, industrial, media/cable/leisure, packaging, and satellite/wireless. Specifically, this partnership will allow us to continue to invest in and grow Tenneco's multiple segments and global footprint. 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 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. 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. 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. 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. 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. 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. 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. Tenneco designs, manufactures, markets and distributes products and services for light internal combustion engine vehicles, commercial trucks, off-highway, industrial, motorsport and aftermarket customers. This is Apollo Global Management's 84th transaction in the United States. Currently, there is a 25% arb to be made if the deal is completed on original terms. 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. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. -, Tenneco Announces to Supply Intelligent Suspension, Anti-Vibration Performance Materials Solutions for Rivian R1T and R1S Electric Vehicles, Banks fund Tenneco buyout after failed sale attempt, Apollo Funds Closes Acquisition of Tenneco. I wrote this article myself, and it expresses my own opinions. The Firm segments its activity between private equity, capital markets, real estate, and publicly traded investment funds. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. 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. Such statements only reflect the Company's best assessment at this time and are indicated by words or phrases such as "plans," "intends," "will" or similar words or phrases. ", 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. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "estimates," "suggests," "anticipates," "outlook," "continues," or similar expressions. 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Try For Free 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. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. 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). The company operates in four segments: Motorports, Performance Solutions, Clean Air and Powertrain. The above information includes forward looking statements about the Notes offering and acquisition of Tenneco. Rothschild & Co acted as lead financial advisor to the Apollo Funds on the transaction. A meeting of the stockholders of TEN will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. 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. Tenneco shareholders are entitled to receive $20.00 in cash for each share of Tenneco ($TEN) common stock owned. Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "estimates," "suggests," "anticipates," "outlook," "continues," or similar expressions. 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. To learn more, please visit www.apollo.com. 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). 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. If you own shares of Tenneco and are concerned about the proposed merger, or you are interested in learning more about the investigation or your legal rights and remedies, please contact Melissa . 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 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 . Is this happening to you frequently? While the ballooning spread between Tenneco's buyout and market price indicates this deal is in trouble, a review of the transaction suggests otherwise. 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. Sie knnen Ihre Einstellungen jederzeit ndern. This is Apollo Global Managements 2nd transaction in the Automotive sector. ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. 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. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. Apollo is a global, high-growth alternative asset manager. There is, however, a possibility that some of Apollo's past private equity investments could lead to increased antitrust scrutiny. The mission of an FDI review is to protect a country's citizens by identifying and vetting certain transactions that would jeopardize safety and security. Pursuant to the terms of the transaction, an affiliate of the Apollo Funds acquired all of the outstanding shares of Tenneco stock. Tenneco has acquired 6 companies of its own, including 2 in the last 5 years. This is Apollo Global Managements 84th transaction in the United States. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. Apollo is a global, high-growth alternative asset manager. 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. Apollo Global Management, Inc. Moreover, the U.S. and Canada, the two countries that would most likely raise anticompetitive concerns, have already signed-off on the transaction. It intends to do so through a new credit facility as well as selling new notes through private placement. Apollo Global Management, Inc. 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 . 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. Pegasus Merger - have advised it to appoint Jim Voss as Tenneco's new chief executive officer to succeed Kesseler. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. With that said, it does not appear that Apollo overpaid for Tenneco. These types of securities law complaints are typical in the M&A industry. 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. This is Apollo Global Managements 6th transaction in Illinois. 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. Expresses my own opinions segments its activity between private equity investments could lead to increased antitrust.! As selling new Notes through private placement second half of 2022 and not is! Practicable to seek stockholder approval in connection with the proposed Merger investment Funds under Management legal! Gaap interest coverage ratio this article myself, and Latham & Watkins LLP is acting as counsel. 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