UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 27, 2022 (
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| Item 8.01 | Other Events |
Extension of the Expiration Date for the Tender Offer and Consent Solicitation
On September 27, 2022, Pegasus Merger Co. (“Merger Sub”), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced that it has amended the terms of its previously announced cash tender offers (together, the “Tender Offer”) and consent solicitations (together, the “Consent Solicitation”) to purchase any and all of Tenneco Inc.’s outstanding 5.125% Senior Secured Notes due 2029 and 7.875% Senior Secured Notes due 2029 to extend the expiration date from 5:00 p.m., New York City time, on September 27, 2022 to 5:00 p.m., New York City Time, on October 17, 2022 (as so extended, and as may be further extended, the “Expiration Date”).
A copy of the press release issued by Merger Sub announcing the extension of the Expiration Date is attached to this Current Report on Form 8-K as Exhibit 99.1, and such Exhibit is incorporated herein by reference.
Plan to Extend Redemption Date for Outstanding Unsecured Notes
On September 7, 2022, Tenneco Inc. (“Tenneco”) announced that it had given notice of its intention to redeem all of its outstanding 53⁄8% Senior Notes due 2024 and all of its outstanding 5.0% Senior Notes due 2026 (collectively, the “Unsecured Notes”) on October 7, 2022 (such date, as it may be extended, the “Redemption Date”). The obligation of Tenneco to redeem the Unsecured Notes and pay the applicable redemption price to the holders of the Unsecured Notes on the Redemption Date is conditioned on (i) the completion of the acquisition of Tenneco by Pegasus Holdings III, LLC (“Holdings”) pursuant to the terms of the Agreement and Plan of Merger, dated February 22, 2022, among Tenneco, Merger Sub and Holdings (such condition, the “Merger Condition”) and (ii) the completion by Merger Sub of an offering of debt securities on or prior to the Redemption Date in an aggregate principal amount satisfactory to Merger Sub (such condition, the “Financing Condition”), and the Redemption Date may be delayed until each of the Merger Condition and Financing Condition has been satisfied or waived by Tenneco. As of the date of this Current Report, Tenneco does not expect the Merger Condition or the Financing Condition to be satisfied by October 7, 2022 and therefore plans to extend the Redemption Date to sometime after October 17, 2022. Tenneco will notify the holders of the Unsecured Notes of the exact date to which the Redemption Date will be extended prior to the originally scheduled Redemption Date on October 7, 2022.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release of Pegasus Merger Co. issued September 27, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| TENNECO INC. | ||||||
| Date: September 27, 2022 | By: | /s/ Thomas J. Sabatino, Jr. | ||||
| Thomas J. Sabatino, Jr. | ||||||
| Executive Vice President and General Counsel | ||||||