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Federal-Mogul Holdings Corp (FDML): Billionaire Carl Icahn’ Icahn Enterprises Launches Tender Offer

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.

Most Popular Stocks Among Hedge Funds

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%

Carl Icahn
Carl Icahn
Icahn Capital LP

Page 1 of 16 – SEC Filing


Washington, D.C. 20549




Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934




(Name of Subject Company)








(Names of Filing Persons (offeror))





(Title of Class of Securities)




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

Enterprises L.P.

767 Fifth Avenue, 47th Floor

New York, NY 10153

(212) 702-4300

Julie Allen, Esq.

Proskauer Rose LLP

Times Square

New York, NY 10036

(212) 969-3155





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:  ¨

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