EXHIBIT (a)(1)(v)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
FEDERAL-MOGUL HOLDINGS CORPORATION
at
$9.25 NET PER SHARE
Pursuant to the Offer to Purchase dated September 26, 2016
by
IEH FM HOLDINGS LLC
a wholly owned subsidiary of
AMERICAN ENTERTAINMENT PROPERTIES CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 24, 2016 (ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 24, 2016), UNLESS THE OFFER IS EXTENDED.
September 26, 2016
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated September 26, 2016 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), relating to the 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 of common stock, par value $0.01 per share (the “Shares”), of Federal-Mogul Holdings Corporation, a Delaware corporation (the “Company”), at a price of $9.25 per Share, net to the holder thereof in cash (the “Offer Price”), without interest thereon and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer. Also enclosed is a letter to the Company’s stockholders, accompanied by the Company’s Solicitation/Recommendation Statement on Schedule 14D-9. As set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, the Board of the Directors of the Company (the “Company Board”), based upon the recommendation of a special committee of the Company Board consisting solely of directors of the Company Board that the Company Board determined (x) were not members of management, (y) were not affiliated with Icahn Enterprises L.P. or its affiliates other than by virtue of such director’s position as a member of the Company Board and (z) otherwise did not have a material interest in the transactions contemplated by or arising out of the proposal by Icahn Enterprises L.P. to acquire the remaining Shares not already owned by the Offeror, or any alternative thereto (the “Special Committee”), has unanimously adopted resolutions, among other things, recommending that the Company’s stockholders (other than Parent, the Offeror and their respective affiliates) accept the Offer and tender their Shares pursuant to the Offer.
THE COMPANY BOARD, BASED ON THE UNANIMOUS RECOMMENDATION OF THE SPECIAL COMMITTEE, UNANIMOUSLY RECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES INTO THE OFFER.
We or our nominees are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, pursuant to the terms and conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer Price is $9.25 per Share, net to the holder thereof in cash, without interest thereon and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer.
2. The Offer is being made for all issued and outstanding Shares not already owned by the Offeror.
3. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 6, 2016, by and among the Company, Parent and the Offeror (as it may be amended from time to time, the “Merger Agreement”), pursuant to which, after completion of the Offer and the satisfaction or waiver of certain conditions set forth therein, the Offeror has agreed to merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Icahn Enterprises L.P. (the “Merger”). At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares held by the Offeror, or the Company or any of its subsidiaries and Shares as to which stockholders of the Company properly make a demand for appraisal rights and do not thereafter fail to perfect, effectively withdraw or otherwise lose such appraisal rights, in each case in accordance with Section 262 of the Delaware General Corporation Law) will, by virtue of the Merger, and without action by the holder thereof, be automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any required tax withholding, payable to the holder thereof upon surrender of the certificate formerly representing, or book-entry transfer of, such Share, together with a properly completed and duly executed Letter of Transmittal (or, with respect to Eligible Institutions (as defined in the Offer to Purchase), a manually executed facsimile thereof), in accordance with the procedures set forth in the Offer to Purchase and the Letter of Transmittal.
4. TheCompany Board, based on the unanimous recommendation of the Special Committee, has unanimously adopted resolutions:(i) approvingand declaring advisablethe Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement; (ii) determining that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and its stockholders (other than Parent, the Offeror and their respective affiliates); and (iii) recommending that such stockholders accept the Offer and tender their Shares pursuant to the Offer.
5. The Offer is not subject to a financing condition. The obligation of Offeror to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the conditions set forth in “The Offer—Section 12—Conditions of the Offer” of the Offer to Purchase (collectively, the “Offer Conditions”). Among the Offer Conditions is the Minimum Tender Condition (as defined in the Offer to Purchase). See “The Offer—Section 12—Conditions of the Offer” of the Offer to Purchase.
6. The Offer will expire at 12:00 midnight, New York City time, on October 24, 2016 (one minute after 11:59 p.m., New York City time, on October 24, 2016), unless the Offer is extended by the Offeror. Previously tendered Shares may be withdrawn at any time until the Offer has expired, and if not previously accepted for payment at any time, after October 24, 2016, pursuant to SEC (as defined in the Offer to Purchase) regulations.
7. Any transfer taxes applicable to the sale of Shares to the Offeror pursuant to the Offer will be paid by the Offeror, except as otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction.
Instruction Form with respect to the
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
FEDERAL-MOGUL HOLDINGS CORPORATION
at
$9.25 NET PER SHARE
Pursuant to the Offer to Purchase dated September 26, 2016
by
IEH FM HOLDINGS LLC
a wholly owned subsidiary of
AMERICAN ENTERTAINMENT PROPERTIES CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated September 26, 2016 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), relating to the offer by IEH FM Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of American Entertainment Properties Corp., a Delaware corporation , to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Federal-Mogul Holdings Corporation, a Delaware corporation, at a price of $9.25 per Share, net to the holder thereof in cash, without interest thereon and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer.
The undersigned hereby instruct(s) you to tender to the Offeror the number of Shares indicated below (or if no number is indicated, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understand(s) and acknowledge(s) that all questions as to the validity, form and eligibility (including time of receipt) and acceptance for payment of any tender of Shares made on the undersigned’s behalf will be determined by the Offeror in its sole discretion.
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The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
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| * | Unless otherwise indicated, you are deemed to have instructed us to tender all Shares held by us for your account. |
Please return this form to the broker, dealer, commercial bank, trust company or other nominee maintaining your account.
