Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - Federal-Mogul Holdings LLC | d895307dex51.htm |
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 |
Exhibit Description | |
| 5.1 | Opinion of Winston & Strawn LLP | |
| 23.1 | Consent of Winston & Strawn LLP (contained in Exhibit 5.1) | |
4