Tenneco’s Financing for the Acquisition of Federal-Mogul

Simpson Thacher advised JPMorgan Chase Bank, N.A. and Barclays Bank PLC as joint lead arrangers and joint bookrunners in connection with committed financing for Tenneco Inc. (“Tenneco”) to finance Tenneco’s announced acquisition of Federal-Mogul LLC (“Federal-Mogul”) from Icahn Enterprises L.P. for a total consideration of $5.4 billion to be funded through cash, Tenneco equity and assumption of debt.

The committed debt financing will also be used to replace Tenneco’s existing senior credit facilities and certain senior facilities at Federal-Mogul.

Tenneco also announced its intention to separate the combined businesses into two independent, publicly traded companies through a tax-free spin-off to shareholders that will establish an aftermarket & ride performance company and a powertrain technology company.

The acquisition is expected to close in the second half of 2018, subject to regulatory and shareholder approvals and other customary closing conditions, with the separation occurring in the second half of 2019.

Tenneco Inc. designs, manufactures, and markets emission control and ride control products and systems for the automotive original equipment market and the aftermarket. The company, led by Gregg M Sherrill, Brian J Kesseler and Ben Patel, in 2017 recorded $9.274 Billion Revenues.

The Simpson Thacher team includes Patrick Ryan (Picture), Stephanie Rotter and Rustin Brown (Credit); Art Robinson, John Ericson and Clark Warthen (Capital Markets); Larry Moss and Adam Cohen (ECEB); Adeeb R. Fadil and Tim Mulvihill (Environmental); Tim Gallagher (Real Estate); Robert Holo and Caroline Philips (Tax); Lori Lesser and Lawrence Huang (IP); and Ed Chung (M&A).

 

Involved fees earner: Patrick Ryan – Simpson Thacher & Bartlett; Stephanie Rotter – Simpson Thacher & Bartlett; Rustin Brown – Simpson Thacher & Bartlett; Arthur Robinson – Simpson Thacher & Bartlett; John Ericson – Simpson Thacher & Bartlett; Charles Clark Warthen – Simpson Thacher & Bartlett; Laurence Moss – Simpson Thacher & Bartlett; Adam Cohen – Simpson Thacher & Bartlett; Adeeb Fadil – Simpson Thacher & Bartlett; Timothy Mulvihill – Simpson Thacher & Bartlett; Timothy Gallagher – Simpson Thacher & Bartlett; Robert Holo – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Lawrence Huang – Simpson Thacher & Bartlett; Edward Chung – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Barclays Bank; JPMorgan Chase & Co.;