I am not receiving compensation for it (other than from Seeking Alpha). Apollo is a global, high-growth alternative asset manager. While the ballooning spread between Tenneco's buyout and market price indicates this deal is in trouble, a review of the transaction suggests otherwise. Specifically, this partnership will allow us to continue to invest in and grow Tenneco's multiple segments and global footprint. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. 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. 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. These types of securities law complaints are typical in the M&A industry. 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. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. With that said, ABC and Tenneco, while both automotive parts suppliers, have essentially no overlap in product offerings. 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. Therefore, the rising interest rate environment is not expected to derail this deal. 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. 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. 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.". Klicken Sie auf Einstellungen verwalten um weitere Informationen zu erhalten und Ihre Einstellungen zu verwalten. The Early Tender Date was 5:00 p.m., New York City time, on July 19, 2022. According to the proxy, on average acquirers paid ~7.3x EV/LTM EBITDA for similar target companies to Tenneco in the past. It intends to do so through a new credit facility as well as selling new notes through private placement. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. So even if reality differs from its original expectations in light of the looming recession, Apollo looks positioned to make money on this transaction. Fr nhere Informationen zur Nutzung Ihrer Daten lesen Sie bitte unsere Datenschutzerklrung und Cookie-Richtlinie. 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. 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. "We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate . For more than three decades, Apollos 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. 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 Most are antitrust-related but two focus on foreign investment. Carr & Duff was founded in 1958 and is based in Huntingdon Valley, Pennsylvania. 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. Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring TEN to pay a termination fee; (3) the risk that the Merger disrupts TEN's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of TEN to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Merger on TEN's operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that TEN's stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against TEN and others; (9) other factors that could affect TEN's business such as, without limitation, cyclical and seasonal nature of the industries that TEN serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus ("COVID-19") pandemic; the cost and availability of supplies, raw materials and energy; the effectiveness of TEN's research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting TEN's outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting TEN's funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulations; extreme weather events and natural disasters; and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. 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.". 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. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. This is Apollo Global Managements 6th largest (disclosed) transaction. Pegasus Merger Co. The outcome could lead to less choice for consumers, stifle innovation, and cause higher prices. It is anticipated that all of these lawsuits will be settled out of court and that the concession derived from settlement negotiations will not derail this merger's completion. 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. 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. 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. 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. 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. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. Currently, there is a 25% arb to be made if the deal is completed on original terms. 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). 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. 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 has acquired 6 companies of its own, including 2 in the last 5 years. Is this happening to you frequently? 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. Delayed Nyse 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. I have no business relationship with any company whose stock is mentioned in this article. Is this happening to you frequently? ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. I look forward to leading the talented team at Tenneco and serving our customers and partners around the world.. The transaction is conditioned on numerous domestic and international regulatory approvals. 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. 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. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. 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. 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 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. Try For Free 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. 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. BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation. otherwise and whether or not the Merger is consummated. "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. 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. 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 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. 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. 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. (CercleFinance.com) - The European Commission has cleared under the EU Merger Regulation the acquisition of Atlas Air Worldwide Holdings by Apollo 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. Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring TEN to pay a termination fee; (3) the risk that the Merger disrupts TEN's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of TEN to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Merger on TEN's operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that TEN's stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against TEN and others; (9) other factors that could affect TEN's business such as, without limitation, cyclical and seasonal nature of the industries that TEN serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus ("COVID-19") pandemic; the cost and availability of supplies, raw materials and energy; the effectiveness of TEN's research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting TEN's outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting TEN's funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulations; extreme weather events and natural disasters; and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all. 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