Federal-Mogul Holdings Corporation (NASDAQ:FDML) Files An 8-K Completion of Acquisition or Disposition of Assets

Federal-Mogul Holdings Corporation (NASDAQ:FDML) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item2.01 Completion of Acquisition or Disposition of Assets.

On January23, 2017, 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), completed its
acquisition of Federal-Mogul Holdings Corporation, a Delaware
corporation (Federal-Mogul), to the Agreement
and Plan of Merger dated as of September6, 2016 (the
Merger Agreement), among the Offeror, Parent and
Federal-Mogul.

As previously disclosed, the cash tender offer (the
Offer) to acquire all outstanding shares of
Federal-Moguls common stock, par value $0.01 per share (the
Shares) at a price of $10.00 per Share (the
Offer Price) expired at 12:00 midnight, New York
City time, on Wednesday, January18, 2017 (one minute after 11:59
P.M., New York City time on January18, 2017), as scheduled and
was not extended. On January19, 2017, Icahn Enterprises issued a
press release announcing the expiration and results of the Offer,
a copy of which is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.

Following the completion of the Offer, all conditions to the
Merger (as hereinafter defined) set forth in the Merger Agreement
were satisfied, and on January23, 2017, Icahn Enterprises L.P.
(Ichan Enterprises) completed its acquisition of
Federal-Mogul by effecting a merger, to the Merger Agreement and
in accordance with Section267 of the Delaware General Corporation
Law and Section18-209 of the Delaware Limited Liability Company
Act, to which the Offeror was merged with and into Federal-Mogul
(the Merger), and each Share not tendered in the
Offer (other than Shares held by the Offeror or its affiliates,
by the Company or any of its subsidiaries, or by stockholders who
properly exercise, and who do not thereafter fail to perfect,
validly withdraw or otherwise lose, appraisal rights under
Delaware law) was canceled and automatically converted into the
right to receive an amount per Share in cash equal to the Offer
Price (the Merger Consideration), without
interest and less any applicable tax withholding.

Following the consummation of the Merger, the Shares ceased to be
listed on the NASDAQ Stock Markets Global Select Market
(NASDAQ).

On January23, 2017, Icahn Enterprises and Federal-Mogul issued a
joint press release announcing the completion of the Merger. A
copy of the press release is filed as Exhibit 99.2 to this report
and is incorporated herein by reference.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, NASDAQ was
notified that each outstanding Share (other than Shares held by
the Offeror or its affiliates, by the Company or any of its
subsidiaries, or by stockholders who properly exercise, and who
do not thereafter fail to perfect, validly withdraw or otherwise
lose, appraisal rights under Delaware law) was converted into the
right to receive the Merger Consideration, subject to the terms
and conditions of the Merger Agreement. The Offeror requested
that NASDAQ file a notification of removal from listing on Form
25 with the Securities and Exchange Commission (the
SEC) with respect to the delisting of the Shares
and the Shares were delisted and removed from trading on NASDAQ
following the close of trading on January23, 2017.

Item3.03. Material Modification to Rights of Security
Holders.

At the effective time of the Merger (the Effective
Time
), holders of Shares ceased to have any rights as
stockholders of Federal-Mogul, other than the right to receive
the Merger Consideration, without interest and less any
applicable tax withholding.

The information in Item2.01 is incorporated by reference herein.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

At the Effective Time, in accordance with the terms of the Merger
Agreement, each of the members of Federal-Moguls board of
directors was removed from the board and ceased to be directors
of Federal-Mogul. The members of Federal-Moguls board of
directors immediately prior to the Effective Time were SungHwan
Cho, Thomas W. Elward, George Feldenkreis, Rainer Jueckstock, J.
Michael Laisure, Courtney Mather, Michael Nevin, Daniel A.
Ninivaggi, Louis J. Pastor and Neil S. Subin.

Effective upon the Effective Time, the following individuals were
elected to Federal-Moguls board of directors: Keith Cozza,
SungHwan Cho, Rainer Jueckstock, Cheryl Krongard, Stephen
Mongillo, Michael Nevin and Daniel A. Ninivaggi.

At the Effective Time, the officers of Federal-Mogul immediately
prior to the Effective Time were the officers of Federal-Mogul
following the Merger.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

At the Effective Time, Federal-Mogul amended and restated its
certificate of incorporation and bylaws. Copies of the
certificate of incorporation and bylaws are attached hereto as
Exhibit 3.1 and Exhibit 3.2, respectively.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

2.1 Agreement and Plan of Merger, dated as of September 6, 2016,
by and among Federal-Mogul Holdings Corporation, American
Entertainment Properties Corp. and IEH FM Holdings LLC
(incorporated herein by reference to Exhibit 2.1 to Form 8-K
of Federal-Mogul Holdings Corporation, filed with the
Securities and Exchange Commission on September 7, 2016).
3.1 Amended and Restated Certificate of Incorporation of
Federal-Mogul Holdings Corporation.
3.2 Amended and Restated Bylaws of Federal-Mogul Holdings
Corporation.
99.1 Press Release, dated January 19, 2017 (incorporated herein by
reference to Exhibit (a)(5)(xvi) to Amendment No. 12 to
Schedule TO of American Entertainment Properties Corp. and
IEH FM Holdings LLC, filed with the SEC on January 19, 2017).
99.2 Joint Press Release, dated January 23, 2017.


About Federal-Mogul Holdings Corporation (NASDAQ:FDML)

Federal-Mogul Holdings Corporation is a supplier of technology in vehicle and industrial products for fuel economy, emissions reduction and safety systems. The Company operates in two segments: Powertrain segment and Motorparts segment. The Powertrain segment focuses on original equipment products for automotive, heavy duty and industrial applications. The Motorparts segment sells and distributes a portfolio of products in the global aftermarket. The Company supplies a range of components, accessories and systems. The Company serves the original equipment manufacturers (OEM) and original equipment servicers (OES) (collectively OE) of automotive, light, medium and heavy-duty commercial vehicles, off-road, agricultural, marine, rail, aerospace, power generation and industrial equipment. The Company offers brands, OE replacement and entry/mid-level products for all aftermarket customers. It offers Beck/Arnley fluids, engine management, cooling, electrical parts and electronic components.

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