Icahn Enterprises L.P., the parent company of Icahn Automotive Group LLC, is selling auto parts maker Federal-Mogul LLC to Tenneco Inc. for $5.4 billion. Tenneco plans to split Federal-Mogul into two entities.
Federal-Mogul is an indirect wholly owned subsidiary of Icahn Enterprises. The selling price is comprised of $800 million in cash and 29.5 million shares of Tenneco common stock, of which 23.8 million shares will be non-voting shares that will convert to voting shares if and when sold.
Icahn said there will be restrictions on how much Tenneco stock can be sold within the first 150 days after the closing. Under the agreement, Tenneco can reduce the amount of non-voting common stock by up to 7.3 million shares and increase the cash consideration proportionately at the closing. The voting and non-voting shares of Tenneco common stock will have the same economic value. Tenneco will also assume all debt of Federal-Mogul.
In connection with the sale, Tenneco announced its intention to separate the combined businesses into two independent, publicly traded companies through a tax-free spin-off to its stockholders that will establish an aftermarket and ride performance company and a powertrain technology company that makes parts such as pistons, ignition coils and spark plugs.
The sale is expected to close in the second half of 2018, subject to regulatory approvals, approval by Tenneco stockholders and other customary closing conditions, with the separation anticipated to occur in the second half of 2019. The sale is not subject to any financing condition.
“Icahn Enterprises acquired majority control of Federal-Mogul in 2008 when we saw an out-of-favor market opportunity for a great company," said Icahn Chairman Carl Icahn in a statement. "During that time, we have built one of the leading global suppliers of automotive products. I am very proud of the business we have built at Federal-Mogul and agree with Tenneco regarding the tremendous value in the business combination and separation into two companies."