Form 8-K Federal-Mogul Holdings For: Feb 06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2015 (February 6, 2015)

 

 

Federal-Mogul Holdings Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-34029		46-5182047
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
27300 West 11 Mile Road, Southfield, Michigan				48034
(Address of principal executive offices)				(Zip Code)

(248) 354-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Section 2 – Financial Information

 

Item 2.01.

Completion of Acquisition or Disposition of Assets

On February 6, 2015, Federal-Mogul Valvetrain GmbH (f/k/a Platin 1058. GmbH), a German limited liability company (the “Purchaser”) and indirectly controlled subsidiary of Federal-Mogul Holdings Corporation (the “Company”), completed the acquisition (the “Acquisition”) from TRW Automotive Inc., a Delaware corporation (“TRW”), of certain business assets of the TRW engine components business (the “Business”) pursuant to the terms and conditions set forth in that certain Amended and Restated Share and Asset Purchase Agreement dated January 23, 2015 (the “Agreement”), between TRW and the Purchaser. The Business was acquired through a combination of asset and stock purchases for a base purchase price of approximately $313,000,000, subject to certain closing and post-closing adjustments.

On February 9, 2015, the Company issued a press release announcing the closing of the Acquisition and transactions contemplated by the Agreement. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Section 5 – Corporate Governance and Management

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 9, 2015, Carl C. Icahn indicated his intent to resign as a director and as Non-Executive Chairman of the Board of Directors of Federal-Mogul Holdings Corporation prior to the closing of Icahn Enterprises L.P.’s acquisition of Uni-Select USA, Inc. Mr. Icahn’s resignation was not related to a disagreement with Federal-Mogul Holdings Corporation.

Section 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The required financial statements will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the filing hereof.

(b) Pro-Forma Financial Information

The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the filing hereof.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits:

 

Exhibit Number		Exhibit Description
99.1		Press release, dated February 9, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

						Federal-Mogul Holdings Corporation (Registrant)
Date: February 12, 2015
				By:		/s/ Brett D. Pynnonen
						Brett D. Pynnonen
						Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
99.1		Press release, dated February 9, 2015

Exhibit 99.1

 

Federal-Mogul Powertrain Completes Purchase

of TRW Engine Valve Business

Strategic acquisition strengthens Company’s product offering

Southfield, Michigan, February 9, 2015...Federal-Mogul Powertrain, a division of Federal-Mogul Holdings Corporation (NASDAQ: FDML), today announced that it has closed on material portions of the previously announced acquisition of TRW’s engine valve business. The acquired business, headquartered in Barsinghausen, Germany, employs nearly 4,000 people globally.

“We are extremely excited about this strategic acquisition, as it adds a completely new product line that is very complementary to Federal-Mogul Powertrain’s portfolio. This engine valve business enables us to provide more value to our customers who look to us to help them improve fuel economy, reduce emissions and enhance vehicle performance on a global basis,” said Rainer Jueckstock CEO, Federal-Mogul Powertrain and Co-CEO, Federal-Mogul Holdings Corp.

Federal-Mogul’s Powertrain division is a leading provider of powertrain components, designing and manufacturing products for automotive, heavy-duty, industrial and marine applications. The company’s products and services enable improved fuel economy, reduced emissions and enhanced vehicle performance.

#    #    #

Forward-Looking Statements

Statements contained in this press release, which are not historical fact, constitute “Forward-Looking Statements.” Actual results may differ materially due to numerous important factors that are described in Federal-Mogul’s most recent report to the SEC on Form 10-K, which may be revised or supplemented in subsequent reports to the SEC on Forms 10-Q and 8-K. Such factors include, but are not limited to, our intent to create an independent company following the spin-off, revenue and growth expectation for the independent company or the company following the spin-off, the expectation that the spin-off will be tax free, statements regarding the leadership, resources, potential, priorities, and opportunities for the independent company and the company following a spin-off, failure to obtain regulatory approval for the spin-off or to satisfy any of the other conditions to the proposed spin-off, adverse effect on the market price of our common stock and on our operating results because of a failure to complete the proposed spin-off, negative effects of announcement or consummation of the proposed spin-off on the market price of the company’s common stock, significant transaction costs and/or unknown

 

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liabilities, general economic and business conditions that affect the companies in connection with the proposed spin-off, unanticipated litigation or legal settlement expenses, changes in capital market conditions that may affect financing, the impact of the proposed spin-off on the companies’ employees, customers and suppliers, future opportunities that the company’s board may determine present greater potential to increase shareholder value, the ability of the companies to operate independently following the spin-off, the company’s ability to successfully integrate and achieve the anticipated synergies from recent acquisitions, fluctuations in domestic or foreign vehicle production, fluctuations in the demand for vehicles containing our products, the company’s ability to generate cost savings or manufacturing efficiencies to offset or exceed contractually or competitively required price reductions or price reductions to obtain new business, conditions in the automotive industry, the success of the company’s original equipment and aftermarket segmentation and corresponding effects and general global and regional economic conditions. Federal-Mogul does not intend or assume any obligation to update any forward-looking statements.

About Federal-Mogul

Federal-Mogul Holdings Corporation (NASDAQ: FDML) is a leading global supplier of products and services to the world’s manufacturers and servicers of vehicles and equipment in the automotive, light, medium and heavy-duty commercial, marine, rail, aerospace, power generation and industrial markets. The company’s products and services enable improved fuel economy, reduced emissions and enhanced vehicle safety.

Federal-Mogul operates two independent business divisions, each with a chief executive officer reporting to Federal-Mogul’s Board of Directors.

Federal-Mogul Powertrain designs and manufactures original equipment powertrain components and systems protection products for automotive, heavy-duty, industrial and marine applications.

Federal-Mogul Motorparts sells and distributes a broad portfolio of products through more than 20 of the world’s most recognized brands in the global vehicle aftermarket, while also serving original equipment vehicle manufacturers with products including braking, chassis, wipers and other vehicle components. The company’s aftermarket brands include ANCO^® wiper blades; Champion^® spark plugs, wipers and filters; AE^®, Fel-Pro^®, FP Diesel^®, Goetze^®, Glyco^®, Nüral^®, Payen^® and Sealed Power^® engine products; MOOG^® steering and suspension parts; and Ferodo^®, Jurid^® and Wagner^® brake products.

Federal-Mogul was founded in Detroit in 1899 and maintains its worldwide headquarters in Southfield, Michigan. The company employs more than 45,000 people in 34 countries. For more information, please visit www.federalmogul.com.

CONTACT:

Paula Silver

(248) 354-3045

[email protected]

 

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