So even if reality differs from its original expectations in light of the looming recession, Apollo looks positioned to make money on this transaction. Is this happening to you frequently? Apollo Global Management is a global alternative investment firm. In light of the announced transaction with Apollo, Tenneco has cancelled the earnings conference call previously scheduled for February 24. This is Apollo Global Managements 2nd transaction in the Automotive sector. While the relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys' fees. As of December 31, 2021, Apollo had approximately $498 billion of assets under management. Another risk is from recession. If you have an ad-blocker enabled you may be blocked from proceeding. Additionally, Apollo is getting Tenneco at a very attractive EV/EBITDA multiple, so it's unlikely they will baulk at the transaction. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful. There will be a marketing period for the contemplated notes that will take place once all conditions precedent to the merger are satisfied. 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. 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. Moreover, the U.S. and Canada, the two countries that would most likely raise anticompetitive concerns, have already signed-off on the transaction. 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. Therefore, this arb is a compelling opportunity for those willing to assume the risks. 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. 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. 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. 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. 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. I have no business relationship with any company whose stock is mentioned in this article. -, 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. BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation. Apollo agreed to pay only ~5.6x 2021 EBITDA (=$7.150b/$1.273b) for Tenneco. 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 . The transaction is still awaiting the blessing from China, Japan, Mexico, the European Union, Ukraine, and Russia. November 17, 2022 08:46 ET Please. 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. Parent, Merger Sub and Tenneco expect to consummate the Merger promptly upon satisfaction or waiver of the remaining conditions to closing under the Merger Agreement, including receipt of such remaining antitrust and competition law approvals (or expiration of applicable waiting periods), in accordance with the terms of the Merger Agreement. 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. As of March 31, 2022, Tenneco had $4.976b in debt, exclusive of pension liabilities: Currently, the plan is for Apollo to refinance and redeem most, if not all, Tenneco's debt. 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. 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 . 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 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). None of these regulatory hurdles are expected to derail this merger. 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. 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. Pursuant to the terms of the transaction, an affiliate of the Apollo Funds acquired all of the outstanding shares of Tenneco stock. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. "The Board's decision follows careful evaluation of the transaction and thoughtful and comprehensive review of value creation opportunities for Tenneco. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. 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.". Apollo is a global, high-growth alternative asset manager. 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. Carr & Duff was founded in 1958 and is based in Huntingdon Valley, Pennsylvania. For instance, in 2021 Apollo purchased majority control of ABC Technologies, a manufacturer and supplier of automotive plastics. otherwise and whether or not the Merger is consummated. As of June 30, 2022, Apollo had approximately $515 billion of assets under management. 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. These types of securities law complaints are typical in the M&A industry. 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. For investor inquiries regarding Apollo, please contact: 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. 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 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. The relief sought in the complaints is more disclosure, the primary motivation behind the litigation is attorneys '.. 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