UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Federal-Mogul Holdings Corporation
(Name of Subject Company)
Federal-Mogul Holdings Corporation
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
313549404
(CUSIP Number of Class of Securities)
Michelle Epstein Taigman
Senior Vice President, General Counsel and Secretary
27300 West 11 Mile Road
Southfield, Michigan 48034
248-354-7063
With copies to:
Bruce A. Toth
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 8 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 (together with any amendments or supplements thereto, the “Schedule14D-9”) originally filed by Federal-Mogul Holdings Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on September 26, 2016, relating to a tender offer by IEH FM Holdings LLC, a Delaware limited liability company (the “Offeror”)and a wholly owned subsidiary of American Entertainment Properties Corp., a Delaware corporation (“Parent”), to purchase all of the issued and outstanding Shares not already owned by the Offeror, at a purchase price of $9.25 per Share, (the “Offer Price”), net to the seller in cash, without interest, less any required withholding of taxes, upon the terms and subject to the conditions set forth in the related Offer to Purchase (the “Offer to Purchase”) and related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase and any amendments or supplements thereto, collectively, the “Offer”). The Offer is described in a Tender Offer Statement on the Schedule TO filed by Parent and the Offeror with the SEC on September 26, 2016 (together with any amendments or supplements thereto, the “Schedule TO”). The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule14D-9, respectively.
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule14D-9.
| ITEM 3. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. |
“Item 3—Past Contacts, Transactions, Negotiations and Agreements” of the Schedule14D-9 is hereby amended and supplemented by adding the following as the last paragraph in the section captioned “Relationship with the OfferorandCertain of Its Affiliates”:
“Beck Arnley Transaction
On December 2, 2016, a subsidiary of the Company consummated the previously disclosed acquisition from IEH BA LLC, an entity controlled by IEP, of the Beck Arnley tradename and related assets for a purchase price of $14.3 million paid 50% in cash at closing and 50% by an18-month unsecured promissory note. As part of the closing a supply agreement was executed pursuant to which IEH Auto Parts LLC, also an entity controlled by IEP, agreed to continue to purchase Beck Arnley products from a subsidiary of the Company. The sale and related supply agreement were effective as of December 1, 2016. The Beck Arnley transaction is not material to either IEP or the Company and was approved by the Audit Committee of the Company.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule14D-9 is true, complete and correct.
| FEDERAL-MOGUL HOLDINGS CORPORATION | ||||||
| Dated: December 5, 2016 | By: | /s/ Michelle Epstein Taigman | ||||
| Name: | Michelle Epstein Taigman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
