Tenneco has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo (the Apollo Funds) in an all-cash transaction with an enterprise valuation of approximately $7.1 billion, including debt.
The purchase price of $20 per share represents a 100.4% premium over the company’s closing share price of $9.98 on Feb. 22, 2022, and a 71.6% premium over the company’s unaffected 90-day VWAP. Upon completion of the transaction, Tenneco’s shares will no longer trade on the New York Stock Exchange, and Tenneco will become a private company. Tenneco will continue to operate under the Tenneco name and brand and maintain a global presence.
“We are pleased to have reached this agreement with Apollo, which we believe will deliver immediate and certain cash value to Tenneco shareholders at a substantial premium,” said Dennis Letham, chairman of the Board of Tenneco. “The board’s decision follows careful evaluation of the transaction and thoughtful and comprehensive review of value creation opportunities for Tenneco. We believe this transaction is the right path forward and achieves our goal of maximizing value for Tenneco shareholders, and will benefit our team members, customers and business partners around the world.”
“Over the last several years, Tenneco has transformed its business to succeed in today’s environment. This transaction marks a significant milestone and will provide us with a new and exciting platform from which we can continue our global strategy in an evolving and dynamic mobility landscape,” said Brian Kesseler, Tenneco’s CEO. “In Apollo, we have a partner that recognizes the strength of our product portfolio and our ability to serve leading OEM and aftermarket blue-chip customers globally. Specifically, this partnership will allow us to continue to invest in and grow Tenneco’s multiple segments and global footprint. This transaction is also a testament to the achievements of our global team, whose commitment and focus during these extraordinary times have enabled our success.”
Apollo Partner Michael Reiss said, “Tenneco is a key solutions provider for global mobility markets with a long-held commitment to innovation and high-quality service. We look forward to working with the Tenneco team to build on the strong foundation in place today, investing across their platform and product categories for growth and delivering innovative solutions for customers.”
Approvals and Timing
The transaction, which has been unanimously approved by the Tenneco Board of Directors, is expected to close in the second half of 2022, subject to customary closing conditions, including approval by Tenneco shareholders and receipt of regulatory approvals. The transaction is not subject to a financing condition.
Advisors
Lazard is serving as financial adviser to Tenneco, and Latham & Watkins LLP is acting as legal counsel. Rothschild & Co acted as lead financial adviser to the Apollo Funds on the transaction. BofA Securities and Citi also acted as financial advisers to the Apollo Funds. Wachtell, Lipton, Rosen & Katz is serving as legal counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as financing counsel to the Apollo Funds.
