tenneco apollo merger

At the date of this publication, there have been no public challenges put forth from shareholders related to the acquisition (aside from several run-of-the-mill corporate shakedown lawsuits brought by unrelated minority shareholders), suggesting shareholders are in favor of the deal. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate . To learn more, please visit www.apollo.com. 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. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. 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. 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. On February 23, 2022, asset manager Apollo Global Management acquired automotive company Tenneco for 7.1B USD. Apollo is a global, high-growth alternative asset manager. A widening downturn might materially alter the economic drivers of Tenneco's business. 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. (CercleFinance.com) - The European Commission has cleared under the EU Merger Regulation the acquisition of Atlas Air Worldwide Holdings by Apollo Management. It has also divested 2 assets.. Tenneco's largest acquisition to date was in 2018, when it acquired Federal-Mogul Holdings for $800M. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. The parties to the merger told the transaction has reached close to completion except for the receipt of remaining antitrust and competition law approvals from the European Union, Japan and Mexico. 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 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. Moreover, the U.S. and Canada, the two countries that would most likely raise anticompetitive concerns, have already signed-off on the transaction. Carr & Duff was founded in 1958 and is based in Huntingdon Valley, Pennsylvania. These statements are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. 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. 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), https://www.prnewswire.com/news-releases/tenneco-to-be-acquired-by-apollo-funds-301488183.html. This is Apollo Global Managements 6th transaction in Illinois. that could put a country at risk. 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. Try For Free 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. 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. 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. ", 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. 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. Persons under Regulation S under the Securities Act. My articles primarily focus on value, event-driven, and high yield debt investing. -, 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. Fr nhere Informationen zur Nutzung Ihrer Daten lesen Sie bitte unsere Datenschutzerklrung und Cookie-Richtlinie. 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. 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. 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. Please. 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. 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. Another risk is from recession. 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. AMERICAS. The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement. 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 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. Most are antitrust-related but two focus on foreign investment. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. Distributed by Public, unedited and unaltered, on 17 October 2022 20:42:04 UTC. "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. I have no business relationship with any company whose stock is mentioned in this article. 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 is a global, high-growth alternative asset manager. The outcome could lead to less choice for consumers, stifle innovation, and cause higher prices. 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. So even if reality differs from its original expectations in light of the looming recession, Apollo looks positioned to make money on this 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. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. 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. 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. Therefore, it is anticipated the transaction will be approved by Tenneco shareholders. One risk to the deal is rising interest rates. 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. 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. 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. 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. To learn more, please visit www.apollo.com. The table below sets forth the consideration payable in connection with the Tender Offer: For each $1,000 principal amount of Notes, excluding accrued but unpaid interest, which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable. ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. 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. Huntingdon Valley, Pennsylvania, United States. 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. Within private equity, Apollo targets traditional buyouts, distressed situations, as well as minority investments to help companies make acquisitions or fund other needs. 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. Durch Klicken auf Alle akzeptieren erklren Sie sich damit einverstanden, dass Yahoo und unsere Partner Ihre personenbezogenen Daten verarbeiten und Technologien wie Cookies nutzen, um personalisierte Anzeigen und Inhalte zu zeigen, zur Messung von Anzeigen und Inhalten, um mehr ber die Zielgruppe zu erfahren sowie fr die Entwicklung von Produkten. Specifically, this partnership will allow us to continue to invest in and grow Tenneco's multiple segments and global footprint. The parties have already set a date for the shareholder vote to approve the merger, submitted all regulatory filings and notifications to relevant authorities, and received debt and equity commitments in order to finance the transaction. Tenneco has 83.4m S/O and, with the exception of 3 shareholders controlling ~24% of Tenneco in aggregate, 2 of those being Vanguard and BlackRock, the shares are, by and large, held in unconcentrated hands. Furthermore, failure to consummate the transaction for lack of debt funding puts Apollo on the hook to pay a $108m reverse termination fee. 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. 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. I am not receiving compensation for it (other than from Seeking Alpha). 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. About ApolloApollo is a global, high-growth alternative asset manager. Hence, the risk. Holders have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. The merger simply replaces one foreign actor for another; with both actors being U.S.-held entities. Carr & Duff is a provider of specialty electrical construction services. 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. 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. 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. 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. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. Most recently, Voss was the president and CEO of Vectra, a technology-based industrial growth company. The transaction is conditioned on numerous domestic and international regulatory approvals. Questions regarding the Tender Offer and the Consent Solicitation may be directed to BofA Securities at (980) 388-0539 (collect) or (888) 292-0070 (toll free) and Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 or by email to ny.liabilitymanagement@citi.com. 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 Board's decision follows careful evaluation of the transaction and thoughtful and comprehensive review of value creation opportunities for Tenneco. If you have an ad-blocker enabled you may be blocked from proceeding. 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. "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. 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. In light of the announced transaction with Apollo, Tenneco has cancelled the earnings conference call previously scheduled for February 24. 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, View original content to download multimedia:https://www.prnewswire.com/news-releases/tenneco-to-be-acquired-by-apollo-funds-301488183.html. 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. BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation. In this case, the two parties - Apollo and Tenneco - do not offer similar products nor operate in the same industry. Hartsville, South Carolina, United States. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. | Source: 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. 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. 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. While the ballooning spread between Tenneco's buyout and market price indicates this deal is in trouble, a review of the transaction suggests otherwise. Pegasus Merger Co. Most recently, Voss was the president and CEO of Vectra, a technology-based industrial growth company. 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. 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. According to the proxy, on average acquirers paid ~7.3x EV/LTM EBITDA for similar target companies to Tenneco in the past. BofA Securities and Citi also acted as financial advisors to the Apollo Funds. 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. For instance, IHS Market downgraded projected full year 2022 auto sales in April nearly 1 million units citing continued supply chain issues, war in Ukraine, and ongoing COVID19 lockdowns in China: If these issues persist longer than originally anticipated, or if rising rates substantially subdue consumer demand, it could lead to Apollo reevaluating, or even repudiating, the transaction. 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. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. The Tender Offer and Consent Solicitation is being made solely by the Statement. The Early Tender Date was 5:00 p.m., New York City time, on July 19, 2022. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. Tenneco designs, manufactures, markets and distributes products and services for light internal combustion engine vehicles, commercial trucks, off-highway, industrial, motorsport and aftermarket customers. An antitrust issue arises when a transaction has anticompetitive effects. 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 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. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. 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. 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 previously announced acquisition of Tenneco, a leading designer, manufacturer and marketer of automotive products for OEM and aftermarket customers. Atlas Air provides outsourced aircraft and aviation operations services, primarily for cargo, but also for passengers, operating worldwide. 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). 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. 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. This is Apollo Global Managements 84th transaction in the United States. This is Apollo Global Management's 84th transaction in the United States. ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. 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. 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. 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). Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information. I am not receiving compensation for it (other than from Seeking Alpha). 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. Klicken Sie auf Einstellungen verwalten um weitere Informationen zu erhalten und Ihre Einstellungen zu verwalten. Based on the forgoing, this merger arbitrage presents a compelling opportunity. 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 November 17, 2022 08:46 ET Pegasus Merger - have advised it to appoint Jim Voss as Tenneco's new chief executive officer to succeed Kesseler. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. Therefore, Tenneco's current market price presents an opportunity for investors to make a spectacular +25% return in less than 6 months. Tenneco has acquired in 4 different US states, and 3 countries. Dies geschieht in Ihren Datenschutzeinstellungen. Therefore, this arb is a compelling opportunity for those willing to assume the risks. The purchase price of $20 per . 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. Please disable your ad-blocker and refresh. 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. 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. A typical example is when two companies in the same industry providing the same or similar service/product merge. 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. A meeting of the stockholders of TEN will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. 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. This transaction was made based on a financial, not strategic, decision by Apollo. Pegasus Merger Co. 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. NEW YORK, June 27, 2022 (GLOBE NEWSWIRE) -- Pegasus Merger Co. (the "Company"), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries, "Apollo"), announced today that it has commenced cash tender offers (collectively, the "Tender Offer") to purchase any and all of Tenneco Inc.'s ("Tenneco") outstanding .
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