Tenneco change-of-control tender offer commences for two senior notes

Chicago, June 27 – A tender offer with consent solicitations started for two senior notes issued by Tenneco Inc., according to a press release on Monday morning.

Alternatively, a change of control put at 101 is also open to investors in the notes.

Pegasus Merger Co., an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., started the tender offer in connection with the acquisition of Tenneco, agreed to on Feb. 22.

The notes that are part of the tender offer are the:

• $800 million 5 1/8% senior secured notes due 2029 (Cusips: 880349AT2, U88037AG8) and the $500 million outstanding 7 7/8% senior notes due 2029 (Cusips: 880349AS4, U88037AF0).

For each $1,000 note, noteholders are being offered a total consideration of $1,012.50 per note, inclusive of a $30 early tender premium that will only be paid to noteholders who tender by the early deadline.

Noteholders will also be paid accrued interest on the notes to the settlement date.

Noted in the press release, the total consideration is higher than the change-of-control offer price, but the tender consideration after the early deadline is lower than 101. The tender offer and the change-of-control offer are separate, and noteholders may choose one or the other.

Further worth noting, the company is soliciting consents from tendering noteholders to eliminate the requirement to make a change-of-control offer. Tendering noteholders must deliver consents to the proposed amendment, and consenting noteholders must tender their notes. If the consent solicitations are successful, the change-of-control offer will be terminated.

Currently, the change of control offer will expire at 5 p.m. ET on July 26.

The acquisition is expected to be completed in the second half of 2022.

The expectation is that the consummation of the tender offer and the consent solicitation will coincide with the closing of the merger.

There is not a financing condition for the tender offer.

The early tender deadline is 5 p.m. ET on July 12.

The tender offer will expire at 5 p.m. ET on July 26.

Global Bondholder Services Corp. is the information and tender agent (866 654-2015, 212 430-3774).

BofA Securities (980 388-0539, 888 292-0070) and Citigroup Global Markets Inc. (212 723-6106, 800 558-3745, ny.liabilitymanagement@citi.com) are the dealer managers for the tender offer and consent solicitation.

Tenneco is a Lake Forest, Ill.-based company that manufactures vehicle parts for the original equipment markets and aftermarket.

Apollo is a global, high-growth alternative asset manager.

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