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. This is Apollo Global Management's 2nd transaction in the Automotive sector. 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 (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. 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. 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. As a result of the transaction completion, Tennecos common stock no longer trades on the New York Stock Exchange. 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. In this case, the two parties - Apollo and Tenneco - do not offer similar products nor operate in the same 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 announced that, in connection the proposed acquisition of tenneco inc. ("tenneco"), it intends to offer $1.0 billion in aggregate principal amount of senior 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. 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. Most recently, Voss was the president and CEO of Vectra, a technology-based industrial growth company. Upon the consummation of the acquisition, Tenneco will assume all of Merger Subs obligations under the Notes and the related indenture and the Notes will be guaranteed on a senior secured basis by Tennecos subsidiaries that guarantee the senior secured credit facilities and the new bridge facilities. Apollo manages publicly traded Apollo Investment Corporation, which provides equity and junior capital to middle-market companies, as well as Apollo Commercial Real Estate Finance, Inc. Apollo Global Management was formed in 1990 and is based in New York City. 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). This transaction looks on track to close in H2'2022 and on its original terms. 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. This transaction was made based on a financial, not strategic, decision by Apollo. 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. It has also divested 2 assets.. Tenneco's largest acquisition to date was in 2018, when it acquired Federal-Mogul Holdings for $800M. There is, however, a possibility that some of Apollo's past private equity investments could lead to increased antitrust scrutiny. 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 . 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. 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.". Such statements generally include the words "believes," "plans," "intends," "targets," "will," "expects," "estimates," "suggests," "anticipates," "outlook," "continues," or similar expressions. 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. In light of the announced transaction with Apollo, Tenneco has cancelled the earnings conference call previously scheduled for February 24. The merger simply replaces one foreign actor for another; with both actors being U.S.-held entities. TEN expects to file with the Securities and Exchange Commission ("SEC") a proxy statement and other relevant documents in connection with the proposed Merger. 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. Tenneco has acquired in 4 different US states, and 3 countries. Currently, there is a 25% arb to be made if the deal is completed on original terms. 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. If the Federal Reserve continues its cadence of rate hikes for the balance of the year, Tenneco's term loans will get very expensive in a hurry. 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. Therefore, Tenneco's current market price presents an opportunity for investors to make a spectacular +25% return in less than 6 months. 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. It also has a large presence in branded automotive aftermarket parts and components. Veteran executive Jim Voss has been appointed CEO of Tenneco, effective immediately and as previously announced. Novolex serves customers across foodservice, grocery, retail, and industrial end markets with a diverse product portfolio including retail and specialty bags, food packaging products, and a broad range of specialty films and laminated products. 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. The . ", "Over the last several years, Tenneco has transformed its business to succeed in today's environment. 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. 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. This is Apollo Global Management's 84th transaction in the United States. 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. ABC is focused on automotive plastics, while Tenneco is concentrated on powertrain, performance and air. that could put a country at risk. Through Athene, Apollos 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. Please. Is this happening to you frequently? 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. Delayed Nyse There are no apparent competitive concerns with this merger. 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. A meeting of the stockholders of TEN will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. I wrote this article myself, and it expresses my own opinions. "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. 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'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. 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. Within private equity, Apollo targets traditional buyouts, distressed situations, as well as minority investments to help companies make acquisitions or fund other needs. The net proceeds from the Notes offering, together with borrowings under new senior secured credit facilities and new bridge facilities, and an equity contribution, will be used to finance the acquisition of Tenneco, repay or retire substantially all of Tennecos existing debt and pay fees and expenses in connection with the transactions. 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. 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 . As of September 30, 2022, Apollo had approximately $523 billion of assets under management. Lazard is serving as financial advisor to Tenneco, and Latham & Watkins LLP is acting as legal counsel. 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. 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. 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. These statements are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. 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. 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. 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. 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. Signs of industry consolidation could be motive for regulators to take a harder look at the potential deal's impact. I have no business relationship with any company whose stock is mentioned in this article. The transaction is not subject to a financing condition. 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. A meeting of the stockholders of TEN will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. To learn more, please visit www.apollo.com. 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. 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. The Tender Offer and Consent Solicitation is being made solely by the Statement. 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. Apollo Global Management, Inc. 2023 All Rights Reserved. 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. This is Apollo Global Managements 6th largest (disclosed) transaction. On February 23, 2022, asset manager Apollo Global Management acquired automotive company Tenneco for 7.1B USD. Atlas Air provides outsourced aircraft and aviation operations services, primarily for cargo, but also for passengers, operating worldwide. 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 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. Based on the forgoing, this merger arbitrage presents a compelling opportunity. Tenneco 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. 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. 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. Therefore, the impact on the competitive environment will be negligible. The Early Participation Premium is included in the Total Consideration. With that said, a deal break has substantial downside for investors. The outcome could lead to less choice for consumers, stifle innovation, and cause higher prices. Tenneco has acquired 6 companies of its own, including 2 in the last 5 years. 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:. 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. I have no business relationship with any company whose stock is mentioned in this article. 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. 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 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 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. 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Read More : Tenneco Reports Third Quarter 2022 Results 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. Apollo Global Management, Inc. 2023 All Rights Reserved. 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. The merger is currently faced with eight federal and one state lawsuits seeking to enjoin the merger until certain disclosures are made regarding the merging parties' proxy statement. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence. While the ballooning spread between Tenneco's buyout and market price indicates this deal is in trouble, a review of the transaction suggests otherwise. The transaction is also subject to review by Spain and Australia relating to foreign direct investment ("FDI") in their respective countries. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022. About ApolloApollo is a global, high-growth alternative asset manager. In all, regulatory approvals are not expected to cause a delay to this transaction. It intends to do so through a new credit facility as well as selling new notes through private placement. 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. And certainly, in its discussions with lenders, Apollo received a verbal, although not guaranteed, range at which the loan will be priced, giving them foresight into whether to execute the merger agreement. 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. 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. 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.