Page 9 of 16 – SEC Filing
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.
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.
