SC TO-T/A

0001193125-17-011782.txt : 20170118 0001193125-17-011782.hdr.sgml : 20170118 20170118081658 ACCESSION NUMBER: 0001193125-17-011782 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170118 DATE AS OF CHANGE: 20170118 GROUP MEMBERS: AMERICAN ENTERTAINMENT PROPERTIES CORP. GROUP MEMBERS: BECKTON CORP. GROUP MEMBERS: ICAHN BUILDING LLC GROUP MEMBERS: ICAHN ENTERPRISES G.P. INC. GROUP MEMBERS: ICAHN ENTERPRISES HOLDINGS L.P. GROUP MEMBERS: IEH FM HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Federal-Mogul Holdings Corp CENTRAL INDEX KEY: 0001419581 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 208350090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83475 FILM NUMBER: 17532222 BUSINESS ADDRESS: STREET 1: 27300 WEST 11 MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-354-7700 MAIL ADDRESS: STREET 1: 27300 WEST 11 MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL MOGUL CORP DATE OF NAME CHANGE: 20080206 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL-MOGUL CORP DATE OF NAME CHANGE: 20071228 FORMER COMPANY: FORMER CONFORMED NAME: NEW FEDERAL-MOGUL CORP DATE OF NAME CHANGE: 20071128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Federal-Mogul Holdings Corp CENTRAL INDEX KEY: 0001419581 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 208350090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83475 FILM NUMBER: 17532223 BUSINESS ADDRESS: STREET 1: 27300 WEST 11 MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 248-354-7700 MAIL ADDRESS: STREET 1: 27300 WEST 11 MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL MOGUL CORP DATE OF NAME CHANGE: 20080206 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL-MOGUL CORP DATE OF NAME CHANGE: 20071228 FORMER COMPANY: FORMER CONFORMED NAME: NEW FEDERAL-MOGUL CORP DATE OF NAME CHANGE: 20071128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC TO-T/A 1 d330140dsctota.htm SC TO-T/A SC TO-T/A

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

Amendment No. 11

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, 47^th 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.		Julie Allen, Esq.
General Counsel		Proskauer Rose LLP
Icahn Enterprises L.P.		11 Times Square
767 Fifth Avenue, 47th Floor		New York, NY 10036
New York, NY 10153		(212) 969-3155
(212) 702-4300

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$281,667,218		$28,363.87

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 Company’s 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: $28,363.89		Filing Party: Icahn Enterprises L.P.
Form or Registration No.: Schedule TO		Date Filed: September 26, 2016

☐	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:

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☒

going-private transaction subject to Rule 13e-3.

☒

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: ☐

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

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

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

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

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

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

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

This Amendment No. 11 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission on September 26, 2016 as amended and supplemented by Amendment No. 1 filed on October 3, 2016, Amendment No. 2 filed on October 6, 2016, Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 13, 2016, Amendment No. 5 filed on October 20, 2016, Amendment No. 6 filed on October 31, 2016, Amendment No. 7 filed on November 15, 2016, Amendment No. 8 filed on December 5, 2016, Amendment No. 9 filed on December 16, 2016 and Amendment No. 10 filed on January 3, 2017 (as amended and supplemented, the “Schedule TO”), and 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 $10.00 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 to the Schedule TO 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 the persons filing the Schedule TO.

The Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended and supplemented herein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

Items 1 through 9, 11 and 13.

Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and supplemented by adding the following disclosure:

“The Offer was scheduled to expire at 12:00 midnight, New York City time, on Tuesday, January 17, 2017 (one minute after 11:59 P.M., New York City time, on January 17, 2017). Icahn Enterprises is extending the Offer to 12:00 midnight, New York City time, on January 18, 2017 (one minute after 11:59 P.M., New York City time, on January 18, 2017) in order to give certain shareholders who have advised it that they intended, but were unable, to tender their shares prior to the deadline an opportunity to do so. No increase of the Offer Price will be made under any circumstances. The Depositary and Paying Agent has advised us that as of 12:00 midnight, New York City time, on January 17, 2017 (one minute after 11:59 P.M., New York City time, on January 17, 2017), 12,991,494 Shares had been validly tendered and not properly withdrawn, representing approximately 7.7% of the outstanding Shares and approximately 42.8% of the outstanding Shares not owned by Icahn Enterprises L.P., Parent, the Offeror, the Company or any of their respective affiliates, and, together with the Shares already owned by the Offeror, represent approximately 89.7% of the outstanding Shares. In addition, as of such time, Notices of Guaranteed Delivery had been delivered for 1,004,973 Shares, representing less than 1% of the outstanding Shares.

The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(xv) and is incorporated herein by reference.

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: January 18, 2017


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

EXHIBIT INDEX

Item 1016(a), (b), (c), (d), (f), (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.*

(a)(5)(v)		Class Action Complaint of Gary Skybo v. Daniel A. Ninivaggi et al., C.A. No. 12790, filed in the Court of Chancery in the State of Delaware, dated September 29, 2016.*

(a)(5)(vi)		Class Action Complaint of Michael Lemanchek v. Daniel A. Ninivaggi et al., C.A. No. 12791, filed in the Court of Chancery in the State of Delaware, dated September 30, 2016.*

(a)(5)(vii)		Class Action Complaint of Jack Sanders v. Federal-Mogul Holdings Corporation et al., C.A. No. 16-155387-CB, filed in the Circuit Court for Oakland County of the State of Michigan, dated October 5, 2016.*

(a)(5)(viii)		Press Release issued by Icahn Enterprises L.P. on October 12, 2016.*

(a)(5)(ix)		Class Action Complaint of Malka Raul v. Daniel A. Ninivaggi et al., C.A. No. 12821, filed in the Court of Chancery in the State of Delaware, dated October 12, 2016.*

(a)(5)(x)		Class Action Complaint of Victor Mercado v. Daniel A. Ninivaggi et al., C.A. No.* 12837, filed in the Court of Chancery in the State of Delaware, dated October 19, 2016.*

(a)(5)(xi)		Press Release issued by Icahn Enterprises L.P. on October 31, 2016.*

(a)(5)(xii)		Press Release issued by Icahn Enterprises L.P. on November 15, 2016.*

(a)(5)(xiii)		Press Release issued by Icahn Enterprises L.P. on December 16, 2016.*

(a)(5)(xiv)		Press Release issued by Icahn Enterprises L.P. on January 3, 2017.*

(a)(5)(xv)		Press Release issued by Icahn Enterprises L.P. on January 18, 2017.

(b)		None.

(c)		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).

(f)		The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Special Factors—Section 8—Dissenters’ Appraisal Rights; Rule 13e-3,” “The Offer—Section 13—Certain Legal Matters; Regulatory Approvals” and “Schedule C—General Corporation Law of Delaware Section 262 Appraisal Rights” is incorporated herein by reference.

(g)		None.

(h)		None.

*	Previously Filed

EX-99.(A)(5)(XV) 2 d330140dex99a5xv.htm EX-99.(A)(5)(XV) EX-99.(a)(5)(xv)

Exhibit (a)(5)(xv)

LOGO

ICAHN ENTERPRISES L.P. ANNOUNCES EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF FEDERAL-MOGUL HOLDINGS CORPORATION

New York, New York, January 18, 2017 – Icahn Enterprises L.P. (NASDAQ: IEP) (“Icahn Enterprises”) announced today it has extended the expiration of its cash tender offer (the “Offer”), through its indirect wholly owned subsidiary, IEH FM Holdings LLC (“IEH”), to acquire all of the outstanding shares of common stock (the “Shares”) of Federal-Mogul Holdings Corporation (NASDAQ: FDML) (“Federal-Mogul”) not already owned by IEH or its affiliates to 12:00 midnight, New York City time, on January 18, 2017 (one minute after 11:59 P.M., New York City time, on January 18, 2017) in order to give certain shareholders who have advised it that they intended, but were unable, to tender their Shares prior to the deadline an opportunity to do so. No increase of the offer price will be made under any circumstances.

The depositary and paying agent for the Offer has informed Icahn Enterprises and Federal-Mogul that, as of 12:00 midnight, New York City time, on January 17, 2017 (one minute after 11:59 P.M., New York City time, on January 17, 2017), 12,991,494 Shares have been validly tendered and not properly withdrawn. The tendered Shares represent approximately 42.8% of the outstanding Shares, excluding Shares owned by Icahn Enterprises, IEH, American Entertainment Properties Corp., Federal-Mogul or any of their respective affiliates (the “Affiliated Shareholders”), and, together with the Shares already owned by IEH, represent approximately 89.7% of the outstanding Shares. Consummation of the Offer is subject to certain conditions, including the tender of such number of Shares that (1) represent at least a majority of the issued and outstanding Shares, excluding Shares owned by the Affiliated Shareholders and (2) together with the Shares already owned by IEH, represent at least one Share more than 90% of the issued and outstanding Shares.

Complete terms and conditions of the Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials that were filed as exhibits to the Tender Offer Statement

on Schedule TO filed by Icahn Enterprises with the Securities and Exchange Commission (the “SEC”) on September 26, 2016, as amended and supplemented by Amendment No. 1 filed on October 3, 2016, Amendment No. 2 filed on October 6, 2016, Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 13, 2016, Amendment No. 5 filed on October 20, 2016, Amendment No. 6 filed on October 31, 2016, Amendment No. 7 filed on November 15, 2016, Amendment No. 8 filed on December 5, 2016, Amendment No. 9 filed on December 16, 2016 and Amendment No. 10 filed on January 3, 2017. In addition, on September 26, 2016, Federal-Mogul filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the Offer, which was amended and supplemented by Amendment No. 1 filed on October 3, 2016, Amendment No. 2 filed on October 6, 2016, Amendment No. 3 filed on October 12, 2016, Amendment No. 4 filed on October 13, 2016, Amendment No. 5 filed on October 20, 2016, Amendment No. 6 filed on October 31, 2016, Amendment No. 7 filed on November 15, 2016, Amendment No. 8 filed on December 5, 2016, Amendment No. 9 filed on December 16, 2016 and Amendment No. 10 filed on January 3, 2017. Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from D.F. King & Co., Inc., the information agent for the Offer, toll free at (888) 605-1957 or via email at fdml@dfking.com, or on the SEC’s website, at www.sec.gov. Icahn Enterprises’ other public filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, are also available for free on the SEC’s website at www.sec.gov. The depositary and paying agent for the Offer is Computershare Trust Company, N.A.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. THE OFFER IS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT ICAHN ENTERPRISES HAS DISTRIBUTED TO FEDERAL-MOGUL’S STOCKHOLDERS. ICAHN ENTERPRISES ALSO FILED A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC. FEDERAL-MOGUL’S STOCKHOLDERS SHOULD READ THESE MATERIALS AND THE DOCUMENTS INCORPORATED THEREIN BY REFERENCE CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER.

About Icahn Enterprises L.P.

Icahn Enterprises L.P. (NASDAQ: IEP), a master limited partnership, is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and Home Fashion.

**********

Statements in this press release may contain, in addition to historical information, certain forward-looking statements. Some of these forward-looking statements may contain words like “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or they may use future dates. Forward-looking statements in this document include, without limitation,

those relating to the Offer and subsequent merger. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: statements regarding the anticipated benefits of the Offer and the subsequent merger; statements regarding the anticipated timing of filings and approvals relating to the Offer and the subsequent merger; statements regarding the expected timing of the completion of the Offer and the subsequent merger; the percentage of Federal-Mogul’s stockholders tendering their Shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer and the subsequent merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer and the subsequent merger; the effects of disruption caused by the Offer and the subsequent merger; stockholder litigation in connection with the Offer and the subsequent merger; and other risks and uncertainties discussed in Icahn Enterprises’ filings with the SEC, including the “Risk Factors” sections of its Annual Reports on Form 10-K for the year ended December 31, 2015 and subsequent quarterly reports on Form 10-Q, as well as the Tender Offer Statement on Schedule TO/Schedule 13E-3 filed by Icahn Enterprises with the SEC and the Solicitation/Recommendation Statement and Schedule 13E-3 filed by Federal-Mogul with the SEC. Icahn Enterprises and its affiliates do not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

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