Tenneco wraps tender offer for 8 1/8% senior notes, redeems remainder

By Susanna Moon

Chicago, April 9 - Tenneco Inc. said it purchased about $232 million of its $250 million of outstanding 8 1/8% senior notes due 2015 in the tender offer that expired at 8 a.m. ET on April 5.

On April 6, Tenneco redeemed the remaining $18.41 million principal amount of notes not purchased in the tender offer, according to a company press release. It paid 104.063 plus accrued interest.

The company said on March 22 that holders had tendered $231.59 million of the notes by the consent deadline at 5 p.m. ET on March 21, which was more than enough to amend the notes.

As a result, the company executed a supplemental indenture to eliminate substantially all restrictive covenants and certain event of default provisions and reduce the minimum notice period to call the notes to five days from 30 days.

Holders received $1,044.38, including a $30.00 consent payment, for each $1,000 principal amount of notes tendered by the consent expiration. Holders who tendered after the consent date but before the offer expiration received the base payment of $1,014.38 per $1,000 of notes.

Tenneco also paid accrued interest up to but excluding the payment date.

Settlement of early tendered notes occurred on March 22, and the final payment date was April 5.

The tender offer began March 8.

The tender offer was conditioned on receiving consents from holders of a majority in principal amount of the outstanding notes and the execution of a supplemental indenture effecting the proposed amendments, both of which were satisfied on March 22, and a financing condition.

The company intended to fund the tender offer with proceeds of one or more debt financing transactions and potentially with loans under a new $700 million revolving credit facility and a new $250 million term loan A facility.

Bank of America Merrill Lynch (888 292-0070 or 980 387-3907) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 873-7700 or 212 430-3774) is the depositary and information agent.

Based in Lake Forest, Ill., Tenneco manufactures and markets emission control and ride control products and systems for the automotive and commercial vehicle original equipment markets and the aftermarket.

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