SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 8
FEDERAL-MOGUL HOLDINGS CORPORATION
(Name of Subject Company)
IEH FM HOLDINGS LLC
AMERICAN ENTERTAINMENT PROPERTIES CORP.
ICAHN BUILDING LLC
ICAHN ENTERPRISES HOLDINGS L.P.
ICAHN ENTERPRISES G.P. INC.
BECKTON CORP.
CARL C. ICAHN
(Names of Filing Persons (offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
313549404
(CUSIP Number of Class of Securities)
Keith Cozza
President and Chief Executive Officer
Icahn Enterprises L.P.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Jesse Lynn, Esq. General Counsel Icahn Enterprises L.P. 767 Fifth Avenue, 47th Floor New York, NY 10153 (212) 702-4300 | Julie Allen, Esq. Proskauer Rose LLP 11 Times Square New York, NY 10036 (212) 969-3155 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $281,667,218 | $28,363.89 | |
| ||
| * | The transaction valuation is estimated solely for purposes of calculating the filing fee. The calculation assumes the purchase of all outstanding shares of common stock, par value $0.01 per share (the “Shares”) of Federal-Mogul Holdings Corporation (the “Company”) not beneficially owned by IEH FM Holdings LLC, a Delaware limited liability company (the “Offeror”), at a purchase price of $9.25 per Share, net to the seller in cash. According to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on July 27, 2016, 169,040,651 Shares were outstanding as of July 25, 2016, of which 138,590,141 are held by the Offeror. Accordingly, this calculation assumes the purchase of 30,450,510 Shares. |
| ** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 1 for Fiscal Year 2016 issued by the Securities and Exchange Commission, by multiplying the transaction valuation by 0.0001007. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $28,363.89 | Filing Party: Icahn Enterprises L.P. | |
Form or Registration No.: Schedule TO | Date Filed: September 26, 2016 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| x | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Amendment No. 8 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission on September 26, 2016 as amended and supplemented by Amendment No. 1 filed on October 3, 2016, Amendment No. 2 filed on October 6, 2016, Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 13, 2016, Amendment No. 5 filed on October 20, 2016, Amendment No. 6 filed on October 31, 2016 and Amendment No. 7 filed on November 15, 2016 (as amended and supplemented, the “Schedule TO”), and relates 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 outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Federal-Mogul Holdings Corporation, a Delaware corporation (the “Company”), that are not already owned by the Offeror at $9.25 per Share, net to the seller in cash, without interest and less any applicable tax withholding, and on the other terms and subject to the other conditions specified in the Offer to Purchase, dated September 26, 2016 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
The Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended and supplemented herein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 5.
Item 5 of the Schedule TO and the information set forth in the Offer to Purchase under “Special Factors—Section 10—Related Party Transactions” is hereby amended and supplemented by adding the following disclosure:
“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 Icahn Enterprises L.P., 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 an 18-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 Icahn Enterprises L.P., 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 Icahn Enterprises L.P. or the Company and was approved by the Audit Committee.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 5, 2016
IEH FM HOLDINGS LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner | ||
By: | /s/ Keith Cozza | |
Name: Keith Cozza Title: Chief Executive Officer | ||
AMERICAN ENTERTAINMENT PROPERTIES CORP. | ||
By: | /s/ Keith Cozza | |
Name: Keith Cozza Title: President | ||
ICAHN BUILDING LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner | ||
By: | /s/ Keith Cozza | |
Name: Keith Cozza Title: Chief Executive Officer | ||
ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner | ||
By: | /s/ Keith Cozza | |
Name: Keith Cozza Title: Chief Executive Officer | ||
ICAHN ENTERPRISES G.P. INC. | ||
By: | /s/ Keith Cozza | |
Name: Keith Cozza Title: Chief Executive Officer | ||
BECKTON CORP. | ||
By: | /s/ Keith Cozza | |
Name: Keith Cozza Title: Treasurer | ||
CARL C. ICAHN | ||
/s/ Carl C. Icahn | ||
EXHIBIT INDEX
Item 1016(a), (b), (c), (d), (f), (g) and (h) of Regulation M-A
| (a)(1)(i) | Offer to Purchase, dated September 26, 2016.* | |
| (a)(1)(ii) | Form of Letter of Transmittal.* | |
| (a)(1)(iii) | Form of Notice of Guaranteed Delivery.* | |
| (a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(v) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(vi) | Form of summary advertisement, published on September 26, 2016, inThe New York Times.* | |
| (a)(5)(i) | Letter dated February 28, 2016 to the Board of Directors of the Company (incorporated by reference to Exhibit 1 to the Schedule 13D amendment filed by the Company with the Securities and Exchange Commission on February 29, 2016). | |
| (a)(5)(ii) | Letter dated June 17, 2016 to the Board of Directors of the Company (incorporated by reference to Schedule 13D amendment filed by the Company with the Securities and Exchange Commission on June 20, 2016). | |
| (a)(5)(iii) | Joint Press Release issued by Icahn Enterprises L.P. and the Company on September 6, 2016 (incorporated by reference to the Schedule TO-C filed by Parent and the Offeror with the Securities and Exchange Commission on February 29, 2016). | |
| (a)(5)(iv) | Press Release issued by Icahn Enterprises L.P. on September 26, 2016.* | |
| (a)(5)(v) | Class Action Complaint of Gary Skybo v. Daniel A. Ninivaggi et al., C.A. No. 12790, filed in the Court of Chancery in the State of Delaware, dated September 29, 2016.* | |
| (a)(5)(vi) | Class Action Complaint of Michael Lemanchek v. Daniel A. Ninivaggi et al., C.A. No. 12791, filed in the Court of Chancery in the State of Delaware, dated September 30, 2016.* | |
| (a)(5)(vii) | Class Action Complaint of Jack Sanders v. Federal-Mogul Holdings Corporation et al., C.A. No. 16-155387-CB, filed in the Circuit Court for Oakland County of the State of Michigan, dated October 5, 2016.* | |
| (a)(5)(viii) | Press Release issued by Icahn Enterprises L.P. on October 12, 2016.* | |
| (a)(5)(ix) | Class Action Complaint of Malka Raul v. Daniel A. Ninivaggi et al., C.A. No. 12821, filed in the Court of Chancery in the State of Delaware, dated October 12, 2016.* | |
| (a)(5)(x) | Class Action Complaint of Victor Mercado v. Daniel A. Ninivaggi et al., C.A. No.* 12837, filed in the Court of Chancery in the State of Delaware, dated October 19, 2016.* | |
| (a)(5)(xi) | Press Release issued by Icahn Enterprises L.P. on October 31, 2016.* | |
| (a)(5)(xii) | Press Release issued by Icahn Enterprises L.P. on November 15, 2016.* | |
| (b) | None. | |
| (c) | None. | |
| (d)(1) | Agreement and Plan of Merger, dated September 6, 2016, by and among Parent, the Offeror and the Company (incorporated by reference to Exhibit 2.1 to Icahn Enterprises L.P.’s Current Report on Form 8-K filed with the SEC on September 7, 2016). | |
| (f) | The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Special Factors—Section 8—Dissenters’ Appraisal Rights; Rule 13e-3,” “The Offer—Section 13—Certain Legal Matters; Regulatory Approvals” and “Schedule C—General Corporation Law of Delaware Section 262 Appraisal Rights” is incorporated herein by reference. | |
| (g) | None. | |
| (h) | None. | |
| * | Previously Filed |
