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

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, 47^th 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:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment
reporting the results of the tender offer:  ¨

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Tender Offer Statement filed under cover of Schedule TO (the Schedule TO)
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 hereto 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 also constitutes an amendment to the Schedule 13D of Parent and the Offeror, as previously amended.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in
response to all of the items of this Schedule TO.

Item 1. Summary Term Sheet

Item 1001 of Regulation M-A

The
information set forth in the Offer to Purchase under Summary Term Sheet is incorporated herein by reference.

Item 2. Subject Company
Information

Item 1002(a)-(c) of Regulation M-A

(a) The information set forth in the Offer to Purchase under the The OfferSection 8Certain Information Concerning the
Company is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under Introduction
is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under Summary Term Sheet and
The OfferSection 6Price Range of Shares; Dividends is incorporated herein by reference.

Item 3. Identity and Background
of Filing Person

Item 1003(a)-(c) of Regulation M-A

(a) The information set forth in the Offer to Purchase under Summary Term Sheet, The OfferSection 9Certain
Information Concerning the Offeror and Parent and Schedule AExecutive Officers and Directors of IEH FM Holdings LLC, American Entertainment Properties Corp., Icahn Building LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises
L.P., Icahn Enterprises G.P. Inc. and Beckton Corp. is incorporated herein by reference.

(b) The information set forth in the Offer
to Purchase under The OfferSection 9Certain Information Concerning the Offeror and Parent is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under The OfferSection 9Certain Information Concerning the Offeror
and Parent and Schedule AExecutive Officers and Directors of IEH FM Holdings LLC, American Entertainment Properties Corp., Icahn Building LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises L.P., Icahn Enterprises G.P. Inc. and
Beckton Corp. is incorporated herein by reference.

Item 4. Terms of the Transaction

Item 1004(a) of Regulation M-A

(a)(1)(i) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.

(a)(1)(ii) The information set
forth in the Offer to Purchase under Summary Term Sheet, Introduction and The OfferSection 10Source and Amounts of Funds is incorporated herein by reference.

(a)(1)(iii) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and The
OfferSection 1Terms of the Offer is incorporated herein by reference.

(a)(1)(iv) The information set forth in the Offer
to Purchase under Summary Term Sheet is incorporated herein by reference.

(a)(1)(v) The information set forth in the Offer to
Purchase under Summary Term Sheet, The OfferSection 1Terms of the Offer and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.

(a)(1)(vi) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and The
OfferSection 4Withdrawal Rights is incorporated herein by reference.

(a)(1)(vii) The information set forth in the Offer
to Purchase under Summary Term Sheet, Introduction, The OfferSection 3Procedure for Tendering Shares and The OfferSection 4Withdrawal Rights are incorporated herein by
reference.

(a)(1)(viii) The information set forth in the Offer to Purchase under Summary Term Sheet,
Introduction, The OfferSection 1Terms of the Offer, The OfferSection 2Acceptance for Payment and Payment for Shares and The OfferSection 12Conditions of the Offer is
incorporated herein by reference.

(a)(1)(ix) Not applicable.

(a)(1)(x) The information set forth in the Offer to Purchase under Summary Term Sheet, Special FactorsSection
2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger, Special FactorsSection 11Interests of Certain Persons in the
Offer and The OfferSection 7Possible Effects of the Offer and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.

(a)(1)(xi) Not applicable.

(a)(1)(xii) The information set forth in the Offer to Purchase under Summary Term Sheet and The OfferSection
5Certain U.S. Federal Income Tax Considerations is incorporated herein by reference.

(a)(2)(i) The information set forth in
the Offer to Purchase under Summary Term Sheet, Introduction and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.

(a)(2)(ii) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 7Summary of the Merger Agreement and The OfferSection 2Acceptance for Payment and Payment of Shares is incorporated herein by reference.

(a)(2)(iii) The information set forth in the Offer to Purchase under Special FactorsSection 2Purpose of and Reasons for the
Offer; Plans for the Company is incorporated herein by reference.

(a)(2)(iv) The information set forth in the Offer to Purchase under Summary Term
Sheet, Introduction, Special FactorsSection 1Background, Special FactorsSection 3The Recommendation by the Special Committee and the Company Board of Directors, Special
FactorsSection 5Effects of the Offer and the Merger and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.

(a)(2)(v) The information set forth in the Offer to Purchase under Summary Term Sheet, Special FactorsSection
2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger, Special FactorsSection 8Dissenters Appraisal Rights; Rule 13e-3, Special FactorsSection 11Interests of Certain Persons in the Offer and The OfferSection 7Possible Effects of the Offer and the Merger on the Market for the
Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.

(a)(2)(vi) Not
applicable.

(a)(2)(vii) The information set forth in the Offer to Purchase under Summary Term Sheet and The
OfferSection 5Certain U.S. Federal Income Tax Considerations is incorporated herein by reference.

Item 5. Past Contacts,
Transactions, Negotiations and Agreements

Item 1005(a)-(b) of Regulation M-A

(a) The information set forth in the Offer to Purchase under Special FactorsSection 1Background, Special
FactorsSection 9Transactions and Arrangements Concerning the Shares, Special FactorsSection 10Related Party Transactions and Special FactorsSection 11Interests of Certain Persons in the
Offer is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under Special
FactorsSection 1Background, Special FactorsSection 7Summary of the Merger Agreement, Special FactorsSection 9Transactions and Arrangements Concerning the Shares and Special
FactorsSection 10Related Party Transactions is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or
Proposals

Item 1006(a) and (c)(1)-(7)

(a) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company is incorporated herein by reference.

(c)(1)
The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special FactorsSection 1Background, Special FactorsSection 2Purpose of and Reasons for the
Offer; Plans for the Company and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.

(c)(2) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company is incorporated herein by reference.

(c)(3)
The information set forth in the Offer to Purchase under Summary Term Sheet, Special FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 4Our
Position Regarding Fairness of the Transaction, Special FactorsSection 7Summary of the Merger Agreement, The OfferSection 6Price Range of Shares; Dividends and The OfferSection
11Dividends and Distributions is incorporated herein by reference.

(c)(4) The information set forth in the Offer to Purchase under Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.

(c)(5) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.

(c)(6) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.

(c)(7) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger and The OfferSection 7Possible Effects of the Offer
and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration

Item 1007(a), (b) and (d) of Regulation M-A

(a) The information set forth in the Offer to Purchase under Summary Term Sheet and The
OfferSection 10Source and Amount of Funds is incorporated herein by reference.

(b) Not applicable.

(d) Not applicable.

Item 8. Interest in
Securities of the Subject Company

Item 1008 of Regulation M-A

(a) The information set forth in the Offer to Purchase under Introduction, Special FactorsSection 9Transactions
and Arrangements Concerning the Shares and Schedule BSecurity Ownership of Certain Beneficial Owners is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase under Introduction, Special FactorsSection 9Transactions
and Arrangements Concerning the Shares, Special FactorsSection 10Related Party Transactions and Schedule BSecurity Ownership of Certain Beneficial Owners is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used

Item 1009(a) of Regulation M-A

(a)
The information set forth in the Offer to Purchase under The OfferSection 14Fees and Expenses is incorporated herein by reference.

Item 10. Financial Statements.

Item 1010(a)
and (b) of Regulation M-A

(a)-(b) Not material.

Item 11. Additional Information

Item 1011 (a) of Regulation M-A

(a)(1) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 7Summary of the Merger Agreement, Special FactorsSection 9Transactions and Arrangements
Concerning the Shares, Special FactorsSection 11Interests of Certain Persons in the Offer and The OfferSection 12Conditions of the Offer is incorporated herein by reference.

(a)(2) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 8Dissenters Appraisal Rights; Rule 13e-3, The OfferSection 13Certain Legal Matters; Regulatory Approvals and Schedule CGeneral Corporation Law of Delaware Section 262
Appraisal Rights is incorporated herein by reference.

(a)(3) The information set forth in the Offer to Purchase under
Introduction, The OfferSection 13Certain Legal Matters; Regulatory Approvals is incorporated herein by reference.

(a)(4) The information set forth in the Offer to Purchase under The OfferSection 7Possible Effects of the Offer and the
Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.

(a)(5) The information set forth in the Offer to Purchase under The OfferSection 13Certain Legal Matters; Regulatory
Approvals is incorporated herein by reference.

Item 12. Exhibits

Item 1016(a), (b), (d), (g) and (h) of Regulation M-A

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: September 26, 2016

EXHIBIT INDEX

Item 1016(a), (b), (d), (g) and (h) of Regulation M-A