Form 8-K Federal-Mogul Holdings For: Mar 26

 

 

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): March 26, 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))

 

 

 

---

Section 8 – Other Events

Item 8.01 – Other Events.

On March 26, 2015, 19,011,407 shares of common stock (the “Common Stock”) of Federal-Mogul Holdings Corporation (the “Company”) were purchased in the Company’s previously announced common stock registered rights offering (the “Rights Offering”) for a total subscription price of approximately $250.0 million. The Rights Offering expired on March 23, 2015 at 5:00 p.m., Eastern Time.

The legal opinion of Winston & Strawn LLP relating to the shares of Common Stock being issued pursuant to the Rights Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Exhibit Description
5.1		Opinion of Winston & Strawn LLP
23.1		Consent of Winston & Strawn LLP (contained in Exhibit 5.1)

 

2

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				Federal-Mogul Holdings Corporation (Registrant)
Date: March 26, 2015				By:		/s/ Brett D. Pynnonen
						Brett D. Pynnonen
						Senior Vice President, General Counsel and Secretary

 

3

---

EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
5.1		Opinion of Winston & Strawn LLP
23.1		Consent of Winston & Strawn LLP (contained in Exhibit 5.1)

 

4

Exhibit 5.1

 

March 26, 2015

Federal-Mogul Holdings Corporation

27300 West 11 Mile Road

Southfield, Michigan 48034

 

Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel for Federal-Mogul Holdings Corporation, a Delaware corporation (the “Company”), in connection with its Registration Statement on Form S-3 (File No. 333-187424), as may be amended from time to time (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement contains a prospectus (the “Prospectus”), which was supplemented by a Prospectus Supplement, dated March 6, 2015 (as amended and supplemented, the “Prospectus Supplement”), that was furnished to holders of record of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in connection with the issuance by the Company to such stockholders of transferable subscription rights (the “Rights”) entitling the holders thereof to purchase up to 19,011,407 shares of the Company’s Common Stock. The Registration Statement relates to (i) the Rights and (ii) the shares of Common Stock that may be issued and sold by the Company upon the exercise of the Rights.

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection therewith, we have reviewed originals or copies certified or otherwise identified to our satisfaction of (1) the Registration Statement, as amended to the date hereof, (2) the Prospectus and the Prospectus Supplement, (3) the form of certificate representing the Rights, (4) the form of common stock certificate, (5) the Certificate of Incorporation of the Company, (6) the By-Laws of the Company, (7) resolutions, minutes and records of the corporate proceedings of the Company with respect to the Rights Offering and the issuance of the shares of Common Stock upon exercise of the Rights and (8) such other documents, certificates, corporate records, opinions and other instruments as we have deemed necessary or appropriate for the purposes of this opinion.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the

---

Federal-Mogul Holdings Corporation

March 26, 2015

Page 2

 

opinions hereinafter expressed that we did not independently establish or verify, we have relied upon certificates, statements and representations of officers and other representatives of the Company and upon certificates of public officials.

Based upon and subject to the foregoing, it is our opinion that the shares of Common Stock issuable upon exercise of the Rights are duly authorized and, when such shares are issued and delivered upon the exercise of Rights and the receipt of the consideration payable therefor in accordance with their terms as described in the Registration Statement, the Prospectus and the Prospectus Supplement, such shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based upon and limited to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K of the Company dated on or about the date hereof, which will be incorporated by reference into the Registration Statement, and to the reference to our firm in the Prospectus and Prospectus Supplement forming a part of the Registration Statement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Dow reports first quarter 2024 results
• Dimensional Fund Advisors Ltd. : Form 8.3 - INTERNATIONAL PAPER CO - Ordinary Shares
• Meta shares dip on softer Q2 revenue guidance, elevated AI spending plans