| Item 1.01 | Entry into a Material Definitive Agreement. |
Shareholders Agreement
Pursuant to the terms of the Federal-Mogul Purchase Agreement (as defined below), at the effective time of the Federal-Mogul Transaction (as defined below), Icahn Enterprises L.P. (“IEP”), American Entertainment Properties Corp., a Delaware corporation and indirect wholly owned subsidiary of IEP (“AEP”), Icahn Enterprises Holdings L.P. (“IEH”) and Tenneco Inc., a Delaware corporation (“Tenneco”) entered into the Shareholders Agreement (the “Shareholders Agreement”).
Pursuant to the Shareholders Agreement, prior to the earlier of (i) the date theSpin-Off (as defined in the Shareholders Agreement) is consummated and (ii) the date on which IEP and its affiliates cease to own at least 10% of the outstanding Class A Common Stock (as defined below) and Class B Common Stock (as defined below), measured as a single class, the board of directors of Tenneco (the “Board”) will nominate for election the then-serving chief executive officer of IEP (or another designee of IEP, if applicable) at each annual meeting of Tenneco’s stockholders. If theSpin-Off has not occurred by the date that is 18 months after the closing of the Federal-Mogul Transaction, IEP must cause its designee to resign from the Board at least 30 days prior to IEP taking certain specified actions with respect to Tenneco.
The Shareholders Agreement also contains a standstill covenant, which prohibits IEP and its affiliates from taking certain actions until the earlier of the date that is (i) 18 months after the closing of the Federal-Mogul Transaction, if theSpin-Off has not occurred by such date, and (ii) one year after the date on which IEP and its affiliates cease to own at least 5% of the outstanding Class A Common Stock and Class B Common Stock, measured as a single class. Subject to certain exceptions, for a period of 150 days following the closing of the Federal-Mogul Transaction, the Sellers (as defined below) may not, directly or indirectly, sell or otherwise transfer, or make any short sale or otherwise dispose of, more than 10% of the shares of Class A Common Stock and Class B Common Stock, measured as a single class, outstanding immediately after the closing of the Federal-Mogul Transaction.
Furthermore, until the later of (i) the expiration of the standstill restrictions discussed above and (ii) the time when IEP and its affiliates cease to own at least 10% of the outstanding Class A Common Stock and Class B Common Stock, measured as a single class, IEP and its affiliates may not transfer any shares (a) to certain specified types of investors and (b) in an amount equal to 5% or more of the Class A Common Stock issued and outstanding at the time of such transfer (subject to certain carve outs for transfers to certain passive institutional investors).
For so long as IEP and its affiliates own at least 10% of the outstanding Class A Common Stock and Class B Common Stock, measured as a single class, and Tenneco proposes to issue any equity securities (other than in an excluded issuance), IEP and its affiliates have certain preemptive rights. The Shareholders Agreement also includes registration rights for IEP.
The foregoing description of the Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholders Agreement, which is filed as Exhibit 4.1 to this Current Report on Form8-K and is incorporated by reference herein.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Federal-Mogul Transaction
On October 1, 2018, IEP and AEP (together with certain affiliated entities, the “Sellers”) completed the previously announced sale (the “Federal-Mogul Transaction”) of Federal-Mogul LLC, a Delaware limited liability company (“Federal-Mogul”) to Tenneco, pursuant to the Membership Interest Purchase Agreement, dated as of April 10, 2018, by and among IEP, AEP, Federal-Mogul and Tenneco (the “Federal-Mogul Purchase Agreement”). In connection with the Federal-Mogul Transaction, Federal-Mogul was merged with and into Tenneco, with Tenneco continuing as the surviving company. At the effective time of the Federal-Mogul Transaction, Tenneco paid the Sellers $800 million in cash and issued the Sellers an aggregate of 5,651,177 shares of Class A Voting Common Stock, par value $0.01, of Tenneco (“Class A Common Stock”) and 23,793,669 shares of Class BNon-Voting Common Stock, par value $0.01, of Tenneco (“Class B Common Stock”).
The foregoing description of the Federal-Mogul Transaction and the Federal-Mogul Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Federal-Mogul Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form8-K and is incorporated by reference herein.
Tropicana Transaction
On October 1, 2018, Tropicana Entertainment Inc. (“Tropicana”), a Delaware corporation and indirect wholly owned subsidiary of IEP, completed the previously announced sale (the “Tropicana Transaction”) of (i) substantially all of its real estate assets, other than the MontBleu Casino Resort & Spa, the Lumière Place Casino and Hotel (“Lumière Place”) and the Tropicana Aruba Resort and Casino (“Tropicana Aruba”), to GLP Capital, L.P., a Pennsylvania limited partnership (“GLP”), (ii) its real estate
1
