A new 13D filing with the US Securities and Exchange Commission revealed that billionaire Carl Icahn‘ Icahn Enterprises has launched a tender offer via its subsidiary, IEH FM Holdings LLC, for all outstanding common shares of Federal-Mogul Holdings Corp (NASDAQ:FDML), at a price of $9.25 per share in cash. IEH FM Holdings LLC, presently holds 138.6 million shares of the company, which represent 82% of the float. This tender offer is set to expire on October 24, 2016, and was made under the previous Agreement and Plan of Merger created on September 6, 2016, which was collectively accepted by the boards of directors of both companies.
Federal-Mogul Holdings is a company that produces powertrain components, vehicle safety systems, and various industrial products, running in two divisions: Motorparts and Powertrain. Over the past 12 months, the company’s stock has gained 33.38%. For the second quarter of 2016, Federal-Mogul Holdings disclosed earnings per share of $0.18 and revenue of $1.92 billion, compared to earnings per share of $0.09 and revenue of $1.96 billion for the corresponding period in 2015.
As per Insider Monkey’s hedge fund database, the number of investors long Federal-Mogul Holdings (NASDAQ:FDML) hasn’t changed in recent months, and at the end of June quarter there were eight smart money managers bullish on this stock. Among them were Mario Gabelli’s GAMCO Investors, which held a position valued at $69.39 million, Jim Simons’ Renaissance Technologies with a position in the company worth around $1,91 million, and Gavin Saitowitz And Cisco J. Del Valle’s Springbok Capital.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| IEH FM Holdings | 138,590,141 | 0 | 138,590,141 | 0 | 138,590,141 | 82.0% |
| American Entertainment Properties Corp | 0 | 138,590,141 | 0 | 138,590,141 | 138,590,141 | 82.0% |
| Icahn Building | 0 | 138,590,141 | 0 | 138,590,141 | 138,590,141 | 82.0% |
| Icahn Enterprises Holdings | 0 | 138,590,141 | 0 | 138,590,141 | 138,590,141 | 82.0% |
| Icahn Enterprises G.P. Inc | 0 | 138,590,141 | 0 | 138,590,141 | 138,590,141 | 82.0% |
| Beckton Corp | 0 | 138,590,141 | 0 | 138,590,141 | 138,590,141 | 82.0% |
| Carl C. Icahn | 0 | 138,590,141 | 0 | 138,590,141 | 138,590,141 | 82.0% |
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Page 1 of 16 – SEC Filing
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
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 767 Fifth Avenue, 47th Floor New York, NY 10153 (212) 702-4300 | Julie Allen, Esq. Proskauer Rose LLP 11 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 Companys 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. |
| ¨ | 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: n/a | Filing Party: n/a | |
| Form or Registration No.: n/a | Date Filed: n/a |
| ¨ | 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. |
| x | 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: ¨
