Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 23, 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
), pursuant to the Agreement and Plan of
Merger dated as of September 6, 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, January 18, 2017 (one minute after 11:59 P.M., New York City time on January 18, 2017), as scheduled and was not extended. On January 19, 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
January 23, 2017, Icahn Enterprises L.P. (
Ichan Enterprises
) completed its acquisition of Federal-Mogul by effecting a merger, pursuant to the Merger Agreement and in accordance with Section 267 of the Delaware General
Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act, pursuant 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 January 23, 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.