Obligation Tennaco Inc 4.875% ( XS1587905727 ) en EUR

Tennaco Inc

100 % ▼

Etas-Unis

XS1587905727 ( en EUR )

4.875% par an ( paiement semestriel )

14/04/2022 - Obligation échue

Prospectus brochure de l'obligation Tenneco Inc XS1587905727 en EUR 4.875%, échue

100 000 EUR

415 000 000 EUR

Tenneco Inc. est une entreprise mondiale de technologie de mobilité qui conçoit, fabrique et commercialise des systèmes d'échappement, des systèmes de contrôle des émissions et des technologies de suspension pour les véhicules légers et commerciaux.

L'Obligation émise par Tennaco Inc ( Etas-Unis ) , en EUR, avec le code ISIN XS1587905727, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2022

OFFERING MEMORANDUM
Federal-Mogul LLC
(as a result of the merger with Federal-Mogul Holdings LLC)
Federal-Mogul Financing Corporation
415,000,000 4.875% Senior Secured Notes due 2022
300,000,000 Floating Rate Senior Secured Notes due 2024
Federal-Mogul LLC (the "Company") (as successor by merger to Federal-Mogul Holdings LLC) and Federal-Mogul Financing
Corporation ("FinCo" and, together with the Company, the "Issuers") are offering 415,000,000 aggregate principal amount of their
4.875% Senior Secured Notes due 2022 (the "Fixed Rate Notes") and 300,000,000 aggregate principal amount of their Floating Rate
Senior Secured Notes due 2024 that will bear interest at a rate equal to three-month EURIBOR (with a 0% floor) plus 4.875% per annum,
reset quarterly (the "Floating Rate Notes," and together with the Fixed Rate Notes, the "Notes"). We intend to use the net proceeds of
this offering to prepay in full our term loan B facility (the "Term Loan B Facility," and together with our term loan C facility, the "Term
Loan Facilities"), to prepay a portion of the outstanding principal borrowings under our asset-based revolving credit facility (the "ABL
Facility," and, collectively with the Term Loan Facilities, in each case, as amended, restated, refinanced, modified or otherwise
supplemented, the "Credit Facilities") and to pay related fees and expenses. FinCo is a wholly-owned subsidiary of the Company that
was formed solely for the purpose of serving as a co-issuer of the Notes and has no material assets or liabilities other than as issuer of
the Notes. FinCo will not have any substantial operations, assets or revenue. On March 29, 2017, Federal-Mogul Holdings LLC was
merged with and into the Company with the Company surviving the merger (the "Holdco Merger"). Following the Holdco Merger, the
Company became an Issuer of the Notes and assumed all obligations of Federal Mogul Holdings LLC and FinCo, which remains an
Issuer of the Notes, is a wholly owned subsidiary of the Company. This offering is not conditioned on the consummation of the Holdco
Merger.
The Fixed Rate Notes will mature on April 15, 2022. The Floating Rate Notes will mature on April 15, 2024. We will pay interest
semi-annually on the Fixed Rate Notes on April 15 and October 15 of each year, commencing on October 15, 2017. We will pay interest
quarterly on the Floating Rate Notes on January 15 , April 15, July 15 and October 15 of each year, commencing on July 15, 2017.
The Fixed Rate Notes and the Floating Rate Notes will be redeemable, in whole or in part, at any time on or after April 15, 2019 and
April 15, 2018, respectively, and on the redemption dates and at the redemption prices specified under "Description of Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to, but not including, the redemption date. We may redeem up to 40% of the
aggregate principal amount of the Fixed Rate Notes at any time prior to April 15, 2019 with the net cash proceeds from certain equity
offerings at the redemption price set forth in this offering memorandum. We may also redeem some or all of the Fixed Rate Notes and
the Floating Rate Notes at any time prior to April 15, 2019 and April 15, 2018, respectively, at a price equal to 100% of the principal
amount thereof plus a "make-whole" premium, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
If we experience specific kinds of change of control events or sell certain of our assets, we may be required to make an offer to
purchase the Notes from holders.
Each of our existing and future wholly-owned domestic restricted subsidiaries (other than FinCo) will initially guarantee the Notes
to the extent that such subsidiaries guarantee our Credit Facilities. The Notes and the related guarantees will be secured by first priority
security interests in substantially all of our assets that rank equally with the security interests securing the Credit Facilities, subject to
certain excluded assets, exceptions and permitted liens, including liens (which rank higher in priority than those securing the Notes, the
related guarantees and the Term Loan Facilities) on our inventory (including raw materials, work-in-process and finished goods),
accounts receivable and other current assets (the "Borrowing Base Collateral" and all collateral other than the Borrowing Base
Collateral, the "PP&E Collateral"), which secure the ABL Facility together with hedging obligations and cash management obligations
permitted by the agreement governing the Credit Facilities (as amended, restated, modified or otherwise supplemented, the "Credit
Agreement"). The Notes and the related guarantees will be effectively senior to all of our and the guarantors' senior unsecured debt to
the extent of the value of the collateral securing the Notes and will be structurally subordinated to all existing and future liabilities of
each of our existing and future subsidiaries that do not guarantee the Notes.
There is currently no public market for the Notes. We have applied to list the Notes on the Official List of the Luxembourg Stock
Exchange and to trade the Notes on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF"). We can provide no
assurance that this application will be accepted. The Euro MTF is not a regulated market pursuant to the provisions of Directive
2004/39/EC on markets in financial instruments. The Euro MTF falls within the scope of Regulation (EC) 596/2014 on market abuse and
the related Directive 2014/57/EU on criminal sanctions for market abuse. This offering memorandum constitutes a prospectus for the
purpose of Part IV of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended. The Notes are offered
pursuant to an exemption from the obligation to publish a prospectus as set forth in Article 3, paragraph 2 of the Prospectus Directive
(as defined below). This offering memorandum has not been approved by any competent authority in the European Economic Area for
purposes of the Prospectus Directive and has not been prepared in accordance with and is not a prospectus within the meaning of the
Prospectus Directive and the E.C. Prospectus Regulation 809/2004, as amended, including E.U. Prospectus Regulation 486/2012, and the
rules promulgated thereunder.
We will neither be required, nor do we intend to, register Notes for resale under the Securities Act of 1933, as amended (the
"Securities Act") or offer to exchange the Notes for notes registered under the Securities Act or securities laws of any jurisdiction.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 29.
Issue Price for Fixed Rate Notes: 100.000%
Issue Price for Floating Rate Notes: 100.000%
in each case plus accrued and unpaid interest from March 30, 2017
The Notes and the related guarantees have not been registered under the Securities Act, or the laws of any other
jurisdiction. The Notes may not be offered or sold within the United States to, or for the account or benefit of, U.S.
persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in
reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the Notes may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Notice to Investors."
We expect that delivery of the Notes will be made to investors in book-entry form through the facilities of Euroclear Bank S.A. / N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") on or about March 30, 2017.
Sole Bookrunner
Deutsche Bank
The date of this offering memorandum is April 28, 2017.

TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
SELECTED HISTORICAL FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
SECURITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
106
DESCRIPTION OF OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
BOOK ENTRY; DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
244
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
246
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
248
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
251
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
251
WHERE YOU CAN FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
251
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
The Issuers accept responsibility for the information in this offering memorandum. We have
not authorized anyone to provide any information other than that contained in this document or
to which we have referred you. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. This document may only be
used where it is legal to sell these securities. The information in this document may only be
accurate as of the date of this document.
References herein to the "Company," "Federal-Mogul," "we," "us," or "our" refer to
Federal-Mogul Holdings LLC together with its subsidiaries, including Federal-Mogul Financing
Corporation, the co-issuer of the Notes, for the period after the effective date of the conversion
on February 14, 2017 (as described herein), Federal-Mogul Holdings Corporation for the period
after the effective date of the Reorganization (subsequently defined below) on April 15, 2014,
and Federal-Mogul Corporation for the period prior to the effective date of the Reorganization
on April 15, 2014. After the Holdco Merger, references herein to the "Company," "Federal-
Mogul," "we," "us," or "our" refer to Federal-Mogul LLC, together with its subsidiaries,
including Federal-Mogul Financing Corporation, the co-issuer of the Notes.
We expect to deliver the Notes on or about March 30, 2017, which will be the fifth business
day after the date of this offering memorandum (T +5). Pursuant to Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary
market generally are required to settle in three business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to
the delivery date may be required to specify an alternate settlement cycle at the time of trade to
prevent a failed settlement. Investors who wish to trade the Notes prior to the delivery date
should consult their own advisors.
i

Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus requirements of applicable securities
laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser
with remedies for rescission or damages if this offering memorandum (including any
amendment thereto) contains a misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-
105"), the initial purchaser is not required to comply with the disclosure requirements of NI 33-
105 regarding underwriter conflicts of interest in connection with this offering.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a ``Relevant Member State''), the initial purchaser has
represented and agreed that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State it has not made and will not make an
offer of Notes which are the subject of the offering contemplated by this offering circular to the
public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified
investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive,
subject to obtaining the prior consent of the relevant dealer or dealers nominated by the issuers
for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall require the Issuers or the initial purchaser to publish a
prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an ``offer of notes to the public'' in
relation to any Notes in any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer and the Notes to be offered so
as to enable an investor to decide to purchase or subscribe the Notes, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that
Member State, the expression ``Prospectus Directive'' means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State and the expression ``2010 PD Amending Directive'' means Directive 2010/73/EU.
ii

France
This offering memorandum has not been prepared in the context of a public offering in
France within the meaning of Article L. 411-1 of the Code monétaire et financier and Title I of
Book II of the Règlement Général de l'autorité des marchés financiers (the "AMF") and therefore
has not been submitted for clearance to the AMF. Consequently, the Notes may not be, directly
or indirectly, offered or sold to the public in France, and offers and sales of the Notes will only
be made in France to providers of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés) acting
for their own account and/or to a closed circle of investors (cercle restreint d'investisseurs)
acting for their own accounts, as defined in and in accordance with Articles L.411-1, L.411-2,
D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monetaire et financier.
Neither this offering memorandum nor any other offering or marketing materials relating to the
Notes may be made available or distributed in any way that would constitute, directly or
indirectly, an offer to the public in France.
Germany
The Notes may not be offered and sold to the public, except in accordance with the German
Securities Prospectus Act (Wertpapierprospektgesetz) or any other laws applicable in Germany
governing the issue, offering and sale of securities. This listing particulars has not been and will
not be submitted to, nor has it been and will not be approved by, the Bundesanstalt für
Finanzdienstleistungsaufsicht, the German Financial Services Supervisory Authority. The Notes
must not be distributed within Germany by way of a public offer, public advertisement or in any
similar manner, and this listing particulars and any other document relating to the Notes, as
well as information contained therein, may not be supplied to the public in Germany or used in
connection with any offer for subscription of Notes to the public in Germany. Consequently, in
Germany, the Notes will only be available to, and this listing particulars and any other offering
material in relation to the Notes are directed only at, persons who are qualified investors
(qualifiizierte Anleger) within the meaning of Section 2 No. 6 of the Securities Prospectus Act.
This listing particulars and other offering materials relating to the offer of Notes are strictly
confidential and may not be distributed to any person or entity other than the recipients hereof.
Italy
None of this offering memorandum or any other documents or materials relating to the
Notes have been or will be submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB"). Therefore, the Notes may only be offered or sold in the
Republic of Italy ("Italy") pursuant to an exemption under article 101-bis, paragraph 3-bis of the
Legislative Decree No.58 of 24 February 1998, as amended and article 35-bis, paragraph 3, of
CONSOB Regulation No.11971 of 14 May 1999, as amended. Accordingly, the Notes are not
addressed to, and neither the offering memorandum nor any other documents, materials or
information relating, directly or indirectly, to the Notes can be distributed or otherwise made
available (either directly or indirectly) to any person in Italy other than to qualified investors
(investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b) of CONSOB Regulation
No.11971 of 14 May 1999, as amended from time to time, acting on their own account.
iii

Luxembourg
This offering memorandum has not been approved by, and will not be submitted for
approval to, the Luxembourg Financial Services Authority (Commission de Surveillance du
Secteur Financier) (the "CSSF") for purposes of public offering or sale in the Grand Duchy of
Luxembourg ("Luxembourg"). Accordingly, the Notes may not be offered or sold to the public
in Luxembourg, directly or indirectly, and neither this offering memorandum nor any other
circular, prospectus, form of application, advertisement, communication or other material may
be distributed, or otherwise made available in or from, or published in Luxembourg, except for
the sole purpose of the listing on the Official List of the Luxembourg Stock Exchange and
admission to trading of the Notes on the Euro MTF and except in circumstances which do not
constitute an offer of securities to the public which benefits from an exemption to or constitutes
a transaction otherwise not subject to the requirement to publish a prospectus for the purpose
of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended.
The Netherlands
The Notes (including rights representing an interest in each global note that represents the
Notes) may not be offered or sold to individuals or legal entities in The Netherlands other than
to qualified investors as defined in The Netherlands Financial Supervision Act (Wet op het
financieel toezicht).
Singapore
This offering memorandum has not been and will not be registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this offering memorandum or any other
document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or
sold, or be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of
the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person
pursuant to Section 275(1) or any person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed for or purchased under Section 275 of the SFA by a
relevant person which is:
(1) a corporation (which is not an accredited investor (as defined in Section 4 of the SFA))
the sole business of which is to hold investments and the entire share capital of which
is owned by one or more individuals, each of whom is an accredited investor; or
(2) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited
investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the
beneficiaries' rights and interest (however described) in that trust shall not be
transferable within six months after that corporation or that trust has acquired the
Notes pursuant to offers made under Section 275 of the SFA except:
a.
to an institutional investor or to a relevant person defined in Section 275(2) of the
SFA, or to any person arising from an offer referred to in Section 275(1A) of the
SFA, and in accordance with the conditions specified in Section 275 of the SFA;
b.
where no consideration is or will be given for the transfer; or
c.
where the transfer is by operation of law.
iv

Sweden
This offering memorandum is not a prospectus and has not been prepared in accordance
with the prospectus requirements provided for in the Swedish Financial Instruments Trading Act
(Sw. lagen (1991:980) om handel med finansiella instrument) nor any other Swedish enactment.
Neither the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) nor any other
Swedish public body has examined, approved or registered this offering memorandum or will
examine, approve or register this offering memorandum. Accordingly, this offering
memorandum may not be made available, nor may the Notes otherwise be marketed and
offered for sale, in Sweden other than in circumstances that constitute an exemption from the
requirement to prepare a prospectus under the Swedish Financial Instruments Trading Act.
Switzerland
The Notes are being offered in Switzerland on the basis of a private placement only. This
offering memorandum does not constitute a prospectus within the meaning of Art. 652A or
Article 1156 of the Swiss Federal Code of Obligations and the Notes will not be listed on the SIX
Swiss Exchange. Therefore this offering memorandum may not comply with the disclosure
standards of the listing rules (including any additional listing rules or prospectus schemes) of
the SIX Swiss Exchange. Accordingly, the Notes may not be offered to the public in or from
Switzerland, but only to a selected and limited circle of investors who do not subscribe to the
Notes with a view to distribution. Any such investors will be individually approached by the
initial purchaser from time to time.
United Kingdom
This offering memorandum has not been approved for the purposes of section 21 of the UK
Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorized under
FSMA. This offering memorandum is for distribution only to, and is directed solely at, persons
who (i) are outside the United Kingdom, (ii) are investment professionals, being persons having
professional experience in matters relating to investments and who fall within the definition set
out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Financial Promotion Order"), (iii) are persons falling within
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, partnerships or
high value trusts, etc.) of the Financial Promotion Order or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be
communicated (all such persons together being referred to as "relevant persons"). This offering
memorandum is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this
document relates is available only to relevant persons and will be engaged in only with relevant
persons. Any person who receives this offering memorandum but does not fall within one of the
preceding categories of relevant person should return it immediately to the Issuers. No part of
this offering memorandum should be published, reproduced, distributed or otherwise made
available in whole or in part to any other person in the United Kingdom without the prior
written consent of the Issuers. The Notes are not being offered or sold to any person in the
United Kingdom, except in circumstances which will not result in an offer of securities to the
public in the United Kingdom within the meaning of Part VI of the FSMA.
The initial purchaser may engage in transactions that stabilize, maintain or otherwise affect
the price of the Notes which, if commenced, may be discontinued. Specifically, the initial
purchaser may over-allot in connection with this offering and may bid for and purchase Notes in
the open market. For a description of these activities, see "Plan of Distribution."
v

This offering memorandum has been prepared by us solely for use in connection with the
Refinancing Transactions (as hereinafter defined) and in connection with the application of the
Notes for listing on the Official List of the Luxembourg Stock Exchange and for admission to
trading on the Euro MTF. Its use for any other purpose is not authorized. This offering
memorandum is personal to the offeree to whom it has been delivered by the initial purchaser
and does not constitute an offer to any other person or to the public generally. Distribution of
this offering memorandum to any person other than the offeree and any person retained to
advise such offeree is unauthorized and any disclosure of the contents of this offering
memorandum without our prior written consent is prohibited. By accepting delivery of this
offering memorandum, you agree to the foregoing and to make no photocopies of this offering
memorandum or any documents referred to herein.
Notwithstanding the foregoing, effective from the date of commencement of discussions
concerning the offering, you and each of your employees, representatives, or other agents may
disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the offering and all materials of any kind, including opinions or other tax analyses,
that we have provided to you relating to such tax treatment and tax structure. However, the
foregoing does not constitute an authorization to disclose the identity of the Issuers or their
affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax
treatment, any specific pricing terms or commercial or financial information.
Upon receiving this offering memorandum, you acknowledge that (1) you have been
afforded an opportunity to request from us, and to review, all additional information considered
by you to be necessary to verify the accuracy of, or to supplement, the information contained
herein, (2) you have not relied on the initial purchaser or any person affiliated with the initial
purchaser in connection with any investigation of the accuracy of such information or your
investment decision, and (3) we have not authorized any person to deliver any information
different from that contained in this offering memorandum. The offering is being made on the
basis of this offering memorandum. Any decision to purchase the Notes in the offering must be
based on the information contained in this document. In making an investment decision,
investors must rely on their own examination of Federal-Mogul and the terms of this offering,
including the merits and risks involved.
The information contained in this offering memorandum has been furnished by us and
other sources we believe to be reliable. The initial purchaser makes no representations or
warranty, express or implied, as to the accuracy or completeness of any of the information set
forth in this offering memorandum, and you should not rely on anything contained in this
offering memorandum as a promise or representation, whether as to the past or the future. This
offering memorandum contains summaries, believed to be accurate, of the terms we consider
material of certain documents, but reference is made to the actual documents. All such
summaries are qualified in their entirety by this reference. See "Where You Can Find Additional
Information."
This offering memorandum may be used only for the purposes for which it has been
published.
This offering memorandum does not constitute an offer to sell or a solicitation of an offer to
buy the Notes to any person in any jurisdiction where it is unlawful to make such offer or
solicitation. You are not to construe the contents of this offering memorandum as investment,
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legal or tax advice. You should consult your own counsel, accountant and other advisors as to
legal, tax, business, financial and related aspects of a purchase of the Notes. We are not, and
the initial purchaser is not, making any representation to you regarding the legality of an
investment in the Notes by you under appropriate legal investment or similar laws.
None of the Notes have been registered with, recommended by or approved by the
Securities and Exchange Commission (the "SEC") or any other federal or state securities
commission or regulatory authority, nor has the SEC or any state securities commission or
regulatory authority passed upon the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
The offering is being made in reliance upon an exemption from registration under the
Securities Act for an offer and sale of securities that does not involve a public offering. In
making your purchase, you will be deemed to have made certain acknowledgments,
representations and agreements set forth in this offering memorandum under the caption
"Notice to Investors." The Notes are subject to restrictions on transferability and resale and may
not be transferred or resold except as permitted under the Securities Act and applicable state
securities laws pursuant to registration or an exemption from registration. You should be aware
that you may be required to bear the financial risks of this investment for an indefinite period of
time.
The distribution of this offering memorandum and the offer and the sale of the Notes may
be restricted by law in certain jurisdictions. Persons into whose possession this offering
memorandum or any of the Notes come must inform themselves about, and observe, any such
restrictions. See the selling restrictions listed above.
We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange
and to trade the Notes on the Euro MTF, and will submit this offering memorandum in
connection with the listing application. We cannot guarantee that our application for admission
of the Notes to trading on the Euro MTF and to list the Notes on the Official List of the
Luxembourg Stock Exchange will be approved as of the issue date for the Notes or any date
thereafter, and settlement of the notes is not conditioned on obtaining this listing. Each
prospective purchaser of the Notes must comply with all applicable laws and regulations in
force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any
consent, approval or permission required by it for the purchase, offer or sale by it of the Notes
under the laws and regulations in force in any jurisdiction to which it is subject or in which it
makes such purchases, offers or sales, and neither we nor the initial purchaser shall have any
responsibility therefor.
NON-GAAP FINANCIAL MEASURES
In this offering memorandum we present EBITDA, Operational EBITDA and Contribution to
Cash Flow, which are non-GAAP financial measures. Our management believes these non-
GAAP financial measures provide useful information about our operating performance by
excluding certain items that we believe are not representative of our core business and
including certain other items. Management utilizes EBITDA, Operational EBITDA and
Contribution to Cash Flow as key performance measures of segment profitability and uses these
measures in its financial and operation decision-making processes, for internal reporting, and
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for planning and forecasting purposes to effectively allocate resources and, with respect to
Operational EBITDA, as one element for establishing management incentives. We further
believe that the presentation of these financial measures enhances an investor's understanding
of our financial performance. However, these measures should not be considered as
alternatives to net income or cash flows from operating activities as indicators of operating
performance or liquidity. Operational EBITDA is defined as EBITDA (earnings before interest,
taxes, depreciation, and amortization), as adjusted for non-recurring, unusual, non-operational
or non-cash items. Examples of these adjustments include impairment charges related to
goodwill or other long-lived assets; restructuring charges; certain gains or losses on the
settlement/extinguishment of obligations; and receivable financing charges. During 2015, we
modified our definition of Operational EBITDA to adjust for financing charges related to certain
receivable financing programs. Comparable periods have been adjusted to conform to this
definition. Operational EBITDA presents a performance measure exclusive of capital structure
and the method by which net assets were acquired, disposed of, or financed. Management
believes this measure provides additional transparency into its core operations and is most
reflective of the operational profitability or loss of our operating segments and reporting units.
The measure also allows management and investors to view operating trends, perform
analytical comparisons and benchmark performance between periods and among operating
segments. Contribution to Cash Flow is defined as Operational EBITDA less capital expenditures
and cash restructuring charges. For reconciliations of our non-GAAP financial measures to the
most comparable applicable GAAP measure, see "Summary--Summary Financial Data and
Other Information."
INDUSTRY AND MARKET DATA
We obtained the market and competitive position data used throughout this offering
memorandum from our own research, surveys or studies conducted by third parties and
industry or general publications. Industry publications and surveys generally state that they
have obtained information from sources believed to be reliable, but do not guarantee the
accuracy and completeness of such information. While we believe that each of these studies
and publications is reliable, neither we nor the initial purchaser has independently verified such
data and neither we nor the initial purchaser makes any representation as to the accuracy of
such information. Similarly, we believe our internal research is reliable but it has not been
verified by any independent sources.
TRADEMARKS AND TRADE NAMES
This offering memorandum includes trademarks which are protected under applicable
intellectual property laws and are the property of the Company or its subsidiaries. This offering
memorandum may also contain trademarks, service marks, trade names, copyrights and logos
of other companies, which are the property of their respective owners. Solely for convenience,
trademarks and trade names referred to in this offering memorandum may appear without the ®
or TM symbols, but such references are not intended to indicate, in any way, that we will not
assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor
to these trademarks and trade names. Some of the more important trade names and trademarks
that we use include AE®; ANCO®; Beck/Arnley®; Champion®; Fel-Pro®; Ferodo®; FP Diesel®;
Goetze®, Glyco®; Interfil®; Jurid®; MOOG®; Nüral®; Payen®; Sealed Power®; and Wagner®.
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FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated in this offering memorandum which are not
statements of historical fact constitute "Forward-Looking Statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements
give current expectations or forecasts of future events. Words such as "anticipate," "believe,"
"estimate," "expect," "intend," "may", "plan," "seek" and other words and terms of similar
meaning in connection with discussions of future operating or financial performance signify
forward-looking statements. We also, from time to time, may provide oral or written forward-
looking statements in other materials released to the public. Such statements are made in good
faith pursuant to the "Safe Harbor" provisions of the Reform Act.
Any or all forward-looking statements included in this offering memorandum or in any
other public statements may ultimately be incorrect. Forward-looking statements may involve
known and unknown risks, uncertainties and other factors, which may cause the actual results,
performance, experience or achievements to differ materially from any future results,
performance, experience or achievements expressed or implied by such forward-looking
statements. We undertake no obligation to update any forward-looking statements, whether as
a result of new information, future events, or otherwise. Listed below are some of the factors
that could potentially cause actual results to differ materially from historical and expected future
results. Other factors besides these listed here could also materially affect our business.
·
Our substantial indebtedness, which could restrict our business activities and could
subject us to significant interest rate risks;
·
Our restructuring activities and strategic initiatives may affect our short-term liquidity
and may not result in the anticipated synergies and cost savings;
·
Various worldwide economic, political and social factors, changes in economic
conditions, currency fluctuations and devaluations, credit risks in emerging markets, or
political instability in foreign countries where we have significant manufacturing
operations, customers or suppliers;
·
Changes in tax law or trade agreements and new or changed tariffs;
·
Risks related to our joint ventures;
·
Risks relating to acquisitions;
·
Impairment charges relating to our goodwill and long lived assets;
·
Variations in current and anticipated future production volumes, financial condition, or
operational circumstances of our significant customers, particularly the world's original
equipment manufacturers of commercial and passenger vehicles;
·
Our 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;
·
Our ability to obtain cash adequate to fund our needs, including availability of
borrowings under our Credit Facilities;
·
Fluctuations in the price and availability of raw materials and other supplies used in the
manufacturing and distribution of our products;
·
Strategic decisions of our sponsor, Icahn Enterprises, L.P.;
·
Material shortages, transportation system delays, or other difficulties in markets where
we purchase supplies for the manufacturing of our products;
ix