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Published on 12/23/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Tenneco holders give needed consents to amend 8 5/8% notes due 2014

By Susanna Moon

Chicago, Dec. 23 - Tenneco Inc. announced that it received tenders and consents representing about $480 million principal amount of its outstanding $500 million 8 5/8% senior subordinated notes due 2014 as of 5 p.m. ET on Dec. 22, the expiration date for the consent solicitation.

The company received more than the consents needed to amend the notes and, as a result, has executed a supplemental indenture that eliminates substantially all of the restrictive covenants and event-of-default provisions and reduces the minimum notice period required to effect a call for redemption to five days from 30 days.

Tenneco made a cash payment of $1,032.50 per $1,000 principal amount, which includes a consent payment of $30.00, for notes tendered by the consent deadline.

Funding for the payment came from proceeds of the company's private offering of $500 million 6 7/8% senior notes due Dec. 15, 2020, which closed Dec. 23.

As previously noted, holders who tender their notes after the expiration of the consent solicitation and before the tender offer expiration will receive $1,002.50 for each $1,000 of notes.

The company said it will redeem any notes not purchased in the tender offer. Tenneco expects to record about $20 million and $1 million of non-recurring pre-tax charges related to retiring the notes in the fourth quarter of 2010 and first quarter of 2011, respectively.

The tender offer is scheduled to expire at 8 a.m. ET on Jan. 6. The offer began on Dec. 9.

The company said it will also pay accrued interest up to but excluding the applicable payment date. The initial payment date for notes tendered before the consent deadline was Dec. 23. The final payment date is expected to be Jan. 7.

The tender offer is subject to the receipt of consents from holders of a majority of the outstanding notes and the execution of a supplemental indenture effecting the proposed amendments and a financing condition.

Bank of America Merrill Lynch (888 292-0070 or 980 388-9217) is the dealer manager and solicitation agent for the offer. Global Bondholder Services Corp. (212 430-3774) is the depositary and information agent.

Tenneco is a Lake Forest, Ill.-based designer, manufacturer and marketer of emission control and ride control products and systems for the automotive original equipment market and the aftermarket.


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