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%

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Page 1 of 16 – SEC Filing

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, 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

Icahn
Enterprises L.P.

767 Fifth Avenue, 47th Floor

New York, NY 10153

(212) 702-4300

Julie Allen, Esq.

Proskauer Rose LLP

11
Times Square

New York, NY 10036

(212) 969-3155

CALCULATION OF FILING FEE

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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Page 2 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 313549 404
    1  

NAME OF
REPORTING PERSON

IEH FM Holdings LLC

    2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

    3

SEC USE ONLY

    4

SOURCE OF FUNDS

WC

    5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

    6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7  

SOLE VOTING POWER

138,590,141

  8

SHARED VOTING POWER

0

  9

SOLE DISPOSITIVE POWER

138,590,141

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,590,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

82.0%

14  

TYPE OF REPORTING PERSON

OO

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Page 3 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 313549 404
    1  

NAME OF
REPORTING PERSON

American Entertainment
Properties Corp.

    2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

    3

SEC USE ONLY

    4

SOURCE OF FUNDS

    5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

    6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7  

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

138,590,141

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

138,590,141

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,590,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

82.0%

14

TYPE OF REPORTING PERSON

CO

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Page 4 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 313549 404
    1  

NAME OF
REPORTING PERSON

Icahn Building LLC

    2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

    3

SEC USE ONLY

    4

SOURCE OF FUNDS

WC

    5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

    6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7  

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

138,590,141

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

138,590,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,590,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

82.0%

14  

TYPE OF REPORTING PERSON

OO

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Page 5 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 313549 404
    1  

NAME OF
REPORTING PERSON

Icahn Enterprises Holdings
L.P.

    2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

    3

SEC USE ONLY

    4

SOURCE OF FUNDS

    5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

    6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7  

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

138,590,141

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

138,590,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,590,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

82.0%

14  

TYPE OF REPORTING PERSON

PN

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Page 6 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 313549 404
    1  

NAME OF
REPORTING PERSON

Icahn Enterprises G.P.
Inc.

    2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

    3

SEC USE ONLY

    4

SOURCE OF FUNDS

    5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

    6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7  

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

138,590,141

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

138,590,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,590,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

82.0%

14  

TYPE OF REPORTING PERSON

CO

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Page 7 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 313549 404
    1  

NAME OF
REPORTING PERSON

Beckton Corp.

    2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

    3

SEC USE ONLY

    4

SOURCE OF FUNDS

    5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

    6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7  

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

138,590,141

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

138,590,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,590,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

82.0%

14  

TYPE OF REPORTING PERSON

CO

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Page 8 of 16 – SEC Filing


SCHEDULE 13D

CUSIP No. 313549 404
    1  

NAME OF
REPORTING PERSON

Carl C. Icahn

    2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  ¨

    3

SEC USE ONLY

    4

SOURCE OF FUNDS

    5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

    6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7  

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

138,590,141

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

138,590,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,590,141

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

82.0%

14  

TYPE OF REPORTING PERSON

IN

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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.

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Page 10 of 16 – SEC Filing


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.

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Page 11 of 16 – SEC Filing


(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.

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Page 12 of 16 – SEC Filing


(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.

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Page 13 of 16 – SEC Filing


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.

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Page 14 of 16 – SEC Filing


Item 12. Exhibits

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

(a)(1)(i) Offer to Purchase, dated September 26, 2016.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Form of summary advertisement, published on September 26, 2016, in The New York Times.
(a)(5)(i) Letter dated February 28, 2016 to the Board of Directors of the Company (incorporated by reference to Exhibit 1 to the Schedule 13D amendment filed by the Company with the Securities and Exchange Commission on February 29,
2016).
(a)(5)(ii) Letter dated June 17, 2016 to the Board of Directors of the Company (incorporated by reference to Schedule 13D amendment filed by the Company with the Securities and Exchange Commission on June 20, 2016).
(a)(5)(iii) Joint Press Release issued by Icahn Enterprises L.P. and the Company on September 6, 2016 (incorporated by reference to the Schedule TO-C filed by Parent and the Offeror with the Securities and Exchange Commission on February 29,
2016).
(a)(5)(iv) Press Release issued by Icahn Enterprises L.P. on September 26, 2016.
(b) None.
(d)(1) Agreement and Plan of Merger, dated September 6, 2016, by and among Parent, the Offeror and the Company (incorporated by reference to Exhibit 2.1 to Icahn Enterprises L.P.s Current Report on Form 8-K filed with the SEC on
September 7, 2016.
(g) None.
(h) None.

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Page 15 of 16 – SEC Filing


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

IEH FM HOLDINGS LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

By:

/s/ SungHwan Cho

Name: SungHwan Cho

Title: Chief Financial Officer

AMERICAN ENTERTAINMENT PROPERTIES CORP.

By:

/s/ SungHwan Cho

Name: SungHwan Cho

Title: Chief Financial Officer

ICAHN BUILDING LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

By:

/s/ SungHwan Cho

Name: SungHwan Cho

Title: Chief Financial Officer

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

By:

/s/ SungHwan Cho

Name: SungHwan Cho

Title: Chief Financial Officer

ICAHN ENTERPRISES G.P. INC.

By:

/s/ SungHwan Cho

Name: SungHwan Cho

Title: Chief Financial Officer

BECKTON CORP.

By:

/s/ Edward E. Mattner

Name: Edward E. Mattner

Title: Authorized Signatory

CARL C. ICAHN

/s/ Carl C. Icahn

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Page 16 of 16 – SEC Filing


EXHIBIT INDEX

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

(a)(1)(i) Offer to Purchase, dated September 26, 2016.
(a)(1)(ii) Form of Letter of Transmittal.
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi) Form of summary advertisement, published on September 26, 2016, in The New York Times.
(a)(5)(i) Letter dated February 28, 2016 to the Board of Directors of the Company (incorporated by reference to Exhibit 1 to the Schedule 13D amendment filed by the Company with the Securities and Exchange Commission on February 29,
2016).
(a)(5)(ii) Letter dated June 17, 2016 to the Board of Directors of the Company (incorporated by reference to Schedule 13D amendment filed by the Company with the Securities and Exchange Commission on June 20, 2016).
(a)(5)(iii) Joint Press Release issued by Icahn Enterprises L.P. and the Company on September 6, 2016 (incorporated by reference to the Schedule TO-C filed by Parent and the Offeror with the Securities and Exchange Commission on February 29,
2016).
(a)(5)(iv) Press Release issued by Icahn Enterprises L.P. on September 26, 2016.
(b) None.
(d)(1) Agreement and Plan of Merger, dated September 6, 2016, by and among Parent, the Offeror and the Company (incorporated by reference to Exhibit 2.1 to Icahn Enterprises L.P.s Current Report on Form 8-K filed with the SEC on
September 7, 2016.
(g) None.
(h) None.

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