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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). Pegasus Merger Co. 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. 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. 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. This press release is for informational purposes only and is not an offer to buy, nor the solicitation of an offer to sell any of the Notes. 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:. Nevertheless, until the facilities and loans are finalized and all the necessary approvals are obtained (or waived in respect to Ukraine and Russia), uncertainty will remain regarding this merger. Fourth Quarter and Full-Year 2021 Results. 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. 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. 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. 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. 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. 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. 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 you have an ad-blocker enabled you may be blocked from proceeding. 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. I wrote this article myself, and it expresses my own opinions. New York, NY, October 17, 2022- Pegasus Merger Co. (the "Company"), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced today that it has amended the terms of the Company's previously announced cash tender offers (together, the "Tender Offer") and consent solicitations (together, the "Consent Solicitation") to purchase any and all of Tenneco Inc.'s ("Tenneco") outstanding 5.125% Senior Secured Notes due 2029 (the "5.125% Notes") and 7.875% Senior Secured Notes due 2029 (the "7.875% Notes" and together with the 5.125% Notes, the "Notes") to extend the expiration date from 5:00 p.m., New York City time, on October 17, 2022 to 5:00 p.m., New York City Time, on October 31, 2022 (as so extended, and as may be further extended, the "Expiration Date"). Apollo is a global, high-growth alternative asset manager. This is Apollo Global Managements 6th transaction in Illinois. 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. 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 To learn more, please visit www.apollo.com. 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. Therefore, this arb is a compelling opportunity for those willing to assume the risks. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. Tenneco shareholders are entitled to receive $20.00 in cash for each share of Tenneco ($TEN) common stock owned. Apollo Global Management, Inc. 2023 All Rights Reserved. With that said, a deal break has substantial downside for investors. Additionally, Apollo is getting Tenneco at a very attractive multiple, so it's unlikely they will baulk at the transaction. 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. 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. 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. Fourth Quarter and Full-Year 2021 Results. Is this happening to you frequently? As of June 30, 2022, Apollo had approximately $515 billion of assets under management. The Company 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. Persons under Regulation S under the Securities Act. In light of the announced transaction with Apollo, Tenneco has cancelled the earnings conference call previously scheduled for February 24. Tenneco TEN stock jumped 96% to $19.53 in premarket trading. 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. 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 Funds) have completed the previously announced acquisition of Tenneco, a leading designer, manufacturer and marketer of automotive products for OEM and aftermarket customers. 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. It intends to do so through a new credit facility as well as selling new notes through private placement. ", 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. 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. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. 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. 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). "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. About ApolloApollo is a high-growth, global alternative asset manager. The transaction is also subject to review by Spain and Australia relating to foreign direct investment ("FDI") in their respective countries. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. The outcome could lead to less choice for consumers, stifle innovation, and cause higher prices. 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. According to the proxy, on average acquirers paid ~7.3x EV/LTM EBITDA for similar target companies to Tenneco in the past. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. 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. 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). A typical example is when two companies in the same industry providing the same or similar service/product merge. These statements are based on the Company's current expectations, estimates and assumptions and are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Tenneco was founded in 1996 and is based in Lake Forest, Illinois. With that said, ABC and Tenneco, while both automotive parts suppliers, have essentially no overlap in product offerings. For instance, in 2021 Apollo purchased majority control of ABC Technologies, a manufacturer and supplier of automotive plastics. To learn more, please visit www.apollo.com. Parent and Merger Sub have advised Tenneco that they intend to appoint Jim Voss as Tennecos Chief Executive Officer effective upon the consummation of the Merger and Mr. Kesselers departure. Specifically, this partnership will allow us to continue to invest in and grow Tenneco's multiple segments and global footprint. 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. 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. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. 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. Sectors of interest include chemicals, commodities, consumer/retail, distribution, transportation, financial services, business services, manufacturing, industrial, media/cable/leisure, packaging, and satellite/wireless. 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 full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement. In light of the announced transaction with Apollo, Tenneco has cancelled the earnings conference call previously scheduled for February 24. 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. BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation. 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. To learn more, please visit www.apollo.com. Please disable your ad-blocker and refresh. 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. 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. Try For Free 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. BofA Securities and Citi also acted as financial advisors to the Apollo Funds. Apollo Global Management, Inc. 2023 All Rights Reserved. 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. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. 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. 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. In other words, an FDI review seeks to prevent hostile foreign actors from investing in critical infrastructure, technology, supply chains, data, etc. About ApolloApollo is a high-growth, global alternative asset manager. Sie knnen Ihre Einstellungen jederzeit ndern. This transaction was. One risk to the deal is rising interest rates. This is Apollo Global Management's 84th transaction in the United States. I have no business relationship with any company whose stock is mentioned in this article. Novolex is a manufacturer of paper and plastic flexible packaging products. As of September 30, 2022, Apollo had approximately $523 billion of assets under management. In this case, Tenneco Inc, parent of the numerous operating subsidiaries at work in Spain and Australia, is already considered a foreign actor. "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. 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. The Early Participation Premium is included in the Total Consideration. Hartsville, South Carolina, United States. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate . 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 . Most are antitrust-related but two focus on foreign investment. Most recently, Voss was the president and CEO of Vectra, a technology-based industrial growth company. 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. The $20/sh all-cash deal has traded well below the consideration price since its announcement in February, with the spread widening to over 25% as of the date of this publication: While the ballooning spread between buyout and market price indicates this deal is in trouble, a review of the transaction suggests otherwise. All rights reserved. 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. In the Merger Agreement, there are several conditions precedent in order to consummate the transaction. This transaction was made based on a financial, not strategic, decision by Apollo. LAKE FOREST, Ill., Feb. 23, 2022 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. "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. 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. 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. 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. According to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for the Tender Offer, the Company has received tenders and consents from holders of more than 99% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of more than 98% of the total outstanding principal amount of the 7.875% Notes.
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