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): July 13, 2022 (
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
The second and third paragraphs of Item 8.01 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01.
| Item 8.01 | Other Events |
On July 13, 2022, Pegasus Merger Co. (“Merger Sub”), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced that, according to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for Merger Sub’s previously announced cash tender offers (together, the “Tender Offer”) and consent solicitations (together, the “Consent Solicitation”), as of 5:00 p.m., New York City time, on July 12, 2022, Merger Sub had received tenders and consents from holders of $766,221,000 in aggregate principal amount of Tenneco Inc.’s (“Tenneco”) outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”), representing approximately 95.78% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of $489,332,000 in aggregate principal amount of the 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Notes”), representing approximately 97.87% of the total outstanding principal amount of the 7.875% Notes.
Having received the requisite consents from the holders of each series of Notes to the proposed amendments to the indenture governing such series of Notes (the “Proposed Amendments”), Tenneco, the subsidiary guarantors party thereto and Wilmington Trust, National Association, in its capacity as trustee, entered into the following supplemental indentures to effect the Proposed Amendments: (i) the First Supplemental Indenture, dated as of July 12, 2022, which amends and supplements the Indenture, dated as of March 17, 2021, governing the 5.125% Notes (the “5.125% Notes First Supplemental Indenture”) and (ii) the First Supplemental Indenture, dated as of July 12, 2022, which amends and supplements the Indenture, dated as of November 30, 2020, governing the 7.875% Notes (the “7.875% Notes First Supplemental Indenture” and together with the 5.125% Notes First Supplemental Indenture, the “Supplemental Indentures”). The Proposed Amendments eliminate the requirement to make a “Change of Control Offer” in connection with Tenneco’s proposed merger with Merger Sub (the “Merger”) and make certain other customary changes for a privately-held company to the “Change of Control” provisions in the indentures governing the Notes. Each Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the 5.125% Notes or the 7.875% Notes, as applicable, representing at least a majority in aggregate principal amount of the respective Notes are accepted for purchase by Merger Sub pursuant to the terms of the Tender Offer and Consent Solicitation.
Copies of the 5.125% Notes First Supplemental Indenture and the 7.875% Notes First Supplemental Indenture are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and such Exhibits are incorporated by reference herein.
As a result of Tenneco, the subsidiary guarantors and the trustee entering into the Supplemental Indentures, Merger Sub terminated its previously announced change of control offers for all of the outstanding 5.125% Notes and 7.875% Notes, which offers were separate from the Tender Offer and Consent Solicitation.
In addition, Merger Sub amended the terms of the Tender Offer to extend the early tender deadline from 5:00 p.m., New York City time, on July 12, 2022 to 5:00 p.m., New York City Time, on July 19, 2022.
A copy of the press release issued by Merger Sub announcing the completion of the Consent Solicitation, the execution of the Supplemental Indentures, the amendment of the Tender Offer and the termination of the change of control offers is attached to this Current Report on Form 8-K as Exhibit 99.1, and such Exhibit is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
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: July 13, 2022 | By: | /s/ Thomas J. Sabatino, Jr. | ||||
| Thomas J. Sabatino, Jr. | ||||||
| Executive Vice President and General Counsel | ||||||
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of July 12, 2022 (this “Supplemental Indenture”), by and among Tenneco Inc., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer, the Guarantors and the Trustee are party to that certain Indenture, dated as of March 17, 2021 (the “Indenture”), providing for the issuance of the Issuer’s 5.125% Senior Secured Notes due 2029 (the “Notes”);
WHEREAS, Section 902 of the Indenture provides, inter alia, that, in certain circumstances, the Issuer, the Guarantors and the Trustee may amend the Note Documents (which includes the Indenture) with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer for the Notes) (the “Requisite Consents”);
WHEREAS, the Issuer has entered into that certain Agreement and Plan of Merger, dated as of February 22, 2022, by and among the Issuer, Pegasus Holdings III, LLC (“Parent”) and Pegasus Merger Co. (the “Offeror”), pursuant to which the Offeror will be merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and continuing as a wholly owned subsidiary of Parent;
WHEREAS, in connection with the Merger, the Offeror has distributed an Offer to Purchase and Consent Solicitation Statement, dated June 27, 2022 (the “Offer to Purchase”), to the Holders of the Notes in connection with the offer to purchase for cash any and all of the outstanding Notes and the concurrent solicitation of such Holders’ consents (the “Consents”) to certain proposed amendments to the Indenture as further described in the Offer to Purchase (the “Proposed Amendments”);
WHEREAS, in accordance with the terms and conditions set forth in the Offer to Purchase, the Holders of a majority in aggregate principal amount of the Outstanding Notes have validly provided Consents and have not validly withdrawn their Consents to the adoption of the Proposed Amendments set forth in this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such consents has been provided by the Offeror to the Trustee and the Issuer;
WHEREAS, the Issuer has approved the Proposed Amendments;
WHEREAS, with the Offeror having received the Requisite Consents from the Holders of the Outstanding Notes, the Issuer desires to amend the Indenture pursuant to Section 902 of the Indenture;
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WHEREAS, in accordance with Sections 106, 107 and 903 of the Indenture, the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof;
WHEREAS, pursuant to Sections 902 and 903 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture is authorized and permitted by, and complies with, the Indenture, all conditions precedent to the execution and delivery of this Supplemental Indenture required by the Indenture have been complied with and this Supplemental Indenture is a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows:
ARTICLE I
Defined Terms
Section 1.1 Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.
ARTICLE II
Amendments to the Indenture
Section 2.1 The Indenture is hereby amended by adding the following sentence to the end of the definition of “Change of Control” in the Indenture:
Notwithstanding the foregoing, a “Change of Control” will not occur or be deemed to occur or have occurred (i) in connection with the Acquisition or (ii) at any time so long as (1) the Permitted Holders directly or indirectly beneficially own shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company or (2) no Person, other than the Permitted Holders, beneficially owns shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company.
Section 2.2 The Indenture is hereby amended by adding the following definitions in the proper alphabetical order to the list of defined terms in Section 101 (“Definitions”) in the Indenture:
“Acquisition” means the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated February 22, 2022 (as further amended, supplemented, waived or otherwise modified from time to time), by and among the Company, Pegasus Holdings III, LLC and Pegasus Merger Co., which provides that Pegasus Merger Co. will merge with and into the Company, with the Company continuing as the surviving corporation in the merger.
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“Permitted Holders” means, at any time, (i) one or more investment funds affiliated with, controlled by or managed by Apollo Global Management, Inc. and any of their respective Affiliates other than any portfolio companies (collectively, the “Apollo Sponsors”), (ii) any Person that forms a group for purposes of Section 13(d) of the Exchange Act (or any successor provision) with the Apollo Sponsors; provided that, collectively, the Apollo Sponsors, directly or indirectly, control a majority of the ordinary voting power of the Capital Stock of the Company beneficially owned by such group and (iii) any publicly-listed company so long as no Person, other than Permitted Holders described in clauses (i) and (ii) above, such publicly-listed company or any subsidiary of such publicly-listed company, beneficially owns shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company or such publicly-listed company.
ARTICLE III
Effectiveness
Section 3.1 Effectiveness. This Supplemental Indenture shall become a valid, binding and legal agreement enforceable in accordance with its terms between the parties hereto and effective when executed by the parties hereto. The amendments to the Indenture set forth herein shall become operative only at the first time and date at which the Offeror has notified the Information and Tender Agent (as defined in the Offer to Purchase) and the Trustee that Notes representing the Requisite Consents that were validly tendered (and not validly withdrawn) have been accepted for purchase by the Offeror, subject to the terms and conditions set forth in the Offer to Purchase. The Issuer will notify the Trustee in writing (which may be by e-mail) of the occurrence of the operative day and time of this Supplemental Indenture.
ARTICLE IV
Miscellaneous
Section 4.1 Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture.
Section 4.2 Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.
Section 4.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (including in “.pdf” or “tif” format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (including in “.pdf” or “tif” format) shall be deemed to be their original signatures for all purposes.
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Section 4.5 Headings. The Article and Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
Section 4.6 Successors. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successor and assigns, whether so expressed or not.
Section 4.7 Separability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.8 Ratification of Indenture; Supplemental Indenture; Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
| ISSUER | ||
| TENNECO INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance and Treasurer | |
| GUARANTORS | ||
| TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| TENNECO INTERNATIONAL HOLDING CORP. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| TENNECO GLOBAL HOLDINGS INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| THE PULLMAN COMPANY | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to the First Supplemental Indenture of 5.125% Senior Secured Notes]
| TMC TEXAS INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| CLEVITE INDUSTRIES INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL FINANCING CORPORATION | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance and Treasurer | |
| CARTER AUTOMOTIVE COMPANY LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL IGNITION LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL PISTON RINGS, LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to the First Supplemental Indenture of 5.125% Senior Secured Notes]
| FEDERAL-MOGUL POWERTRAIN LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL POWERTRAIN IP LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL PRODUCTS US LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL MOTORPARTS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL WORLD WIDE LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FELT PRODUCTS MFG. CO. LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to the First Supplemental Indenture of 5.125% Senior Secured Notes]
| MUZZY-LYON AUTO PARTS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL CHASSIS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| F-M MOTORPARTS TSC LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| F-M TSC REAL ESTATE HOLDINGS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL SEVIERVILLE, LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to the First Supplemental Indenture of 5.125% Senior Secured Notes]
| BECK ARNLEY HOLDINGS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| DRIV AUTOMOTIVE INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to the First Supplemental Indenture of 5.125% Senior Secured Notes]
| TRUSTEE | ||
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Jane Y. Schweiger | |
| Name: | Jane Y. Schweiger | |
| Title: | Vice President | |
[Signature Page to the First Supplemental Indenture of 5.125% Senior Secured Notes]
Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of July 12, 2022 (this “Supplemental Indenture”), by and among Tenneco Inc., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer, the Guarantors and the Trustee are party to that certain Indenture, dated as of November 30, 2020 (the “Indenture”), providing for the issuance of the Issuer’s 7.875% Senior Secured Notes due 2029 (the “Notes”);
WHEREAS, Section 902 of the Indenture provides, inter alia, that, in certain circumstances, the Issuer, the Guarantors and the Trustee may amend the Note Documents (which includes the Indenture) with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer for the Notes) (the “Requisite Consents”);
WHEREAS, the Issuer has entered into that certain Agreement and Plan of Merger, dated as of February 22, 2022, by and among the Issuer, Pegasus Holdings III, LLC (“Parent”) and Pegasus Merger Co. (the “Offeror”), pursuant to which the Offeror will be merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and continuing as a wholly owned subsidiary of Parent;
WHEREAS, in connection with the Merger, the Offeror has distributed an Offer to Purchase and Consent Solicitation Statement, dated June 27, 2022 (the “Offer to Purchase”), to the Holders of the Notes in connection with the offer to purchase for cash any and all of the outstanding Notes and the concurrent solicitation of such Holders’ consents (the “Consents”) to certain proposed amendments to the Indenture as further described in the Offer to Purchase (the “Proposed Amendments”);
WHEREAS, in accordance with the terms and conditions set forth in the Offer to Purchase, the Holders of a majority in aggregate principal amount of the Outstanding Notes have validly provided Consents and have not validly withdrawn their Consents to the adoption of the Proposed Amendments set forth in this Supplemental Indenture in accordance with the provisions of the Indenture, and evidence of such consents has been provided by the Offeror to the Trustee and the Issuer;
WHEREAS, the Issuer has approved the Proposed Amendments;
WHEREAS, with the Offeror having received the Requisite Consents from the Holders of the Outstanding Notes, the Issuer desires to amend the Indenture pursuant to Section 902 of the Indenture;
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WHEREAS, in accordance with Sections 106, 107 and 903 of the Indenture, the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel with respect to this Supplemental Indenture on the date hereof;
WHEREAS, pursuant to Sections 902 and 903 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture is authorized and permitted by, and complies with, the Indenture, all conditions precedent to the execution and delivery of this Supplemental Indenture required by the Indenture have been complied with and this Supplemental Indenture is a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually covenant and agree as follows:
ARTICLE I
Defined Terms
Section 1.1 Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.
ARTICLE II
Amendments to the Indenture
Section 2.1 The Indenture is hereby amended by adding the following sentence to the end of the definition of “Change of Control” in the Indenture:
Notwithstanding the foregoing, a “Change of Control” will not occur or be deemed to occur or have occurred (i) in connection with the Acquisition or (ii) at any time so long as (1) the Permitted Holders directly or indirectly beneficially own shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company or (2) no Person, other than the Permitted Holders, beneficially owns shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company.
Section 2.2 The Indenture is hereby amended by adding the following definitions in the proper alphabetical order to the list of defined terms in Section 101 (“Definitions”) in the Indenture:
“Acquisition” means the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated February 22, 2022 (as further amended, supplemented, waived or otherwise modified from time to time), by and among the Company, Pegasus Holdings III, LLC and Pegasus Merger Co., which provides that Pegasus Merger Co. will merge with and into the Company, with the Company continuing as the surviving corporation in the merger.
2
“Permitted Holders” means, at any time, (i) one or more investment funds affiliated with, controlled by or managed by Apollo Global Management, Inc. and any of their respective Affiliates other than any portfolio companies (collectively, the “Apollo Sponsors”), (ii) any Person that forms a group for purposes of Section 13(d) of the Exchange Act (or any successor provision) with the Apollo Sponsors; provided that, collectively, the Apollo Sponsors, directly or indirectly, control a majority of the ordinary voting power of the Capital Stock of the Company beneficially owned by such group and (iii) any publicly-listed company so long as no Person, other than Permitted Holders described in clauses (i) and (ii) above, such publicly-listed company or any subsidiary of such publicly-listed company, beneficially owns shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company or such publicly-listed company.
ARTICLE III
Effectiveness
Section 3.1 Effectiveness. This Supplemental Indenture shall become a valid, binding and legal agreement enforceable in accordance with its terms between the parties hereto and effective when executed by the parties hereto. The amendments to the Indenture set forth herein shall become operative only at the first time and date at which the Offeror has notified the Information and Tender Agent (as defined in the Offer to Purchase) and the Trustee that Notes representing the Requisite Consents that were validly tendered (and not validly withdrawn) have been accepted for purchase by the Offeror, subject to the terms and conditions set forth in the Offer to Purchase. The Issuer will notify the Trustee in writing (which may be by e-mail) of the occurrence of the operative day and time of this Supplemental Indenture.
ARTICLE IV
Miscellaneous
Section 4.1 Incorporation. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture.
Section 4.2 Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.
Section 4.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (including in “.pdf” or “tif” format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (including in “.pdf” or “tif” format) shall be deemed to be their original signatures for all purposes.
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Section 4.5 Headings. The Article and Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
Section 4.6 Successors. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successor and assigns, whether so expressed or not.
Section 4.7 Separability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.8 Ratification of Indenture; Supplemental Indenture; Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
| ISSUER | ||
| TENNECO INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance and Treasurer | |
| GUARANTORS | ||
| TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| TENNECO INTERNATIONAL HOLDING CORP. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| TENNECO GLOBAL HOLDINGS INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| THE PULLMAN COMPANY | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to First Supplemental Indenture of 7.875% Senior Secured Notes]
| TMC TEXAS INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| CLEVITE INDUSTRIES INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL FINANCING CORPORATION | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance and Treasurer | |
| CARTER AUTOMOTIVE COMPANY LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL IGNITION LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL PISTON RINGS, LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to First Supplemental Indenture of 7.875% Senior Secured Notes]
| FEDERAL-MOGUL POWERTRAIN LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL POWERTRAIN IP LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL PRODUCTS US LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL MOTORPARTS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL WORLD WIDE LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FELT PRODUCTS MFG. CO. LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to First Supplemental Indenture of 7.875% Senior Secured Notes]
| MUZZY-LYON AUTO PARTS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL CHASSIS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| F-M MOTORPARTS TSC LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| F-M TSC REAL ESTATE HOLDINGS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| FEDERAL-MOGUL SEVIERVILLE, LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to First Supplemental Indenture of 7.875% Senior Secured Notes]
| BECK ARNLEY HOLDINGS LLC | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
| DRIV AUTOMOTIVE INC. | ||
| By: | /s/ Paul D. Novas | |
| Name: | Paul D. Novas | |
| Title: | Vice President Finance | |
[Signature Page to First Supplemental Indenture of 7.875% Senior Secured Notes]
| TRUSTEE | ||
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Jane Y. Schweiger | |
| Name: | Jane Y. Schweiger | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture of 7.875% Senior Secured Notes]
Exhibit 99.1
Pegasus Merger Co. Announces Completion of Consent Solicitations, Amendment of Tender Offers and Termination of Change of Control Offers
New York, NY, July 13, 2022 – Pegasus Merger Co. (the “Company”), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced today that, according to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for the Company’s previously announced cash tender offers (together, the “Tender Offer”) and consent solicitations (together, the “Consent Solicitation”), as of 5:00 p.m., New York City time, on July 12, 2022, the Company had received tenders and consents from holders of $766,221,000 in aggregate principal amount of Tenneco Inc.’s (“Tenneco”) outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”), representing approximately 95.78% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of $489,332,000 in aggregate principal amount of the 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Notes”), representing approximately 97.87% of the total outstanding principal amount of the 7.875% Notes.
As a result, Tenneco and the trustee under each applicable indenture executed supplemental indentures relating to the 5.125% Notes and the 7.875% Notes, respectively, on July 12, 2022 (together, the “Supplemental Indentures”) to effect the Proposed Amendments. The Proposed Amendments eliminate the requirement to make a “Change of Control Offer” in connection with Tenneco’s proposed merger with the Company (the “Merger”) and make certain other customary changes for a privately-held company to the “Change of Control” provisions in the indentures governing the Notes. Each Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the 5.125% Notes or the 7.875% Notes, as applicable, representing at least a majority in aggregate principal amount of the respective Notes are accepted for purchase by the Company pursuant to the terms of the Tender Offer and Consent Solicitation.
In addition, the Company has amended the terms of the Tender Offer to extend the early tender deadline from 5:00 p.m., New York City time, on July 12, 2022 to 5:00 p.m., New York City Time, on July 19, 2022 (as so extended, and as may be further extended, the “Early Tender Date”).
The table below sets forth the consideration payable in connection with the Tender Offer:
| Notes |
CUSIPs | Tender Consideration (1) |
Early Participation Premium (1) (2) |
Total Consideration (1)(2)(3) |
||||||||||
| $800,000,000 5.125% Senior Secured Notes due 2029 |
CUSIP: 880349 AT2; U88037 AG8 |
$ | 982.50 | $ | 30.00 | $ | 1,012.50 | |||||||
| $500,000,000 7.875% Senior Secured Notes due 2029 |
CUSIP: 880349 AS4; U88037 AF0 |
$ | 982.50 | $ | 30.00 | $ | 1,012.50 | |||||||
| (1) | For each $1,000 principal amount of Notes, excluding accrued but unpaid interest, which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable. |
| (2) | Payable only to holders who validly tender (and do not validly withdraw) Notes prior to the Early Tender Date. |
| (3) | The Early Participation Premium is included in the Total Consideration. |
Holders tendering after the Early Tender Date have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. Holders who validly tender additional Notes after the Early Tender Date and before the Expiration Date will receive the Tender Consideration listed above, which does not include the Early Participation Premium. The Withdrawal Deadline was July 12, 2022, at 5:00 p.m., New York City time. As a result, Notes tendered pursuant to the Tender Offer may not be withdrawn and the Consents delivered pursuant to the Consent Solicitation may not be revoked, except as required by law.
Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. The Company intends to further extend the Expiration Date, without extending the July 12, 2022 Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the closing of the Merger. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022.
On June 27, 2022, concurrently with, but separate from the Tender Offer and the Consent Solicitation, the Company commenced offers to purchase for cash any and all of Tenneco’s outstanding 5.125% Notes and 7.875% Notes at a purchase price equal to 101% of the aggregate principal amount of each series of Notes repurchased (collectively, the “Change of Control Offer”), plus accrued and unpaid interest to, but excluding, the date of purchase. Because the requisite consents with respect to each series of Notes have been received and each Supplemental Indenture has been executed, the Company is terminating the Change of Control Offer.
Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated June 27, 2022 (as amended or supplemented from time to time, the “Statement”). The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained at no charge from Global Bondholder Services Corporation. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. The Company reserves the right to further amend the terms of the Tender Offer and Consent Solicitation, to further extend the Expiration Date for the Tender Offer and Consent Solicitation or to waive any and all conditions to the Tender Offer and Consent Solicitation, in its sole discretion, at any time.
Requests for documents relating to the Tender Offer and the Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tender Agent, at (866) 654-2015 or (212) 430-3774 (Banks and Brokers). BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to BofA Securities at (980) 388-0539 (collect) or (888) 292-0070 (toll free) and Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 or by email to ny.liabilitymanagement@citi.com.
None of the Company, Tenneco, the Dealer Managers and Solicitation Agents, the Information and Tender Agent, or the trustees with respect to the Notes is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to buy, nor the solicitation of an offer to sell any of the Notes. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. The Tender Offer and Consent Solicitation is being made solely by the Statement. The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information.
Forward Looking Statements
The above information includes “forward looking” statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the Tender Offer, the Consent Solicitation and the intended completion of the Merger. Such statements only reflect the Company’s best assessment at this time and are indicated by words or phrases such as “plans,” “intends,” “will” or similar words or phrases. These statements are based on the Company’s current expectations, estimates and assumptions and are subject to many risks, uncertainties and unknown future events that could cause actual results to differ materially. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent to transactions of this nature, including, without limitation, whether or not the Company completes the Tender Offer and Consent Solicitation on terms currently contemplated or otherwise and whether or not the Merger is consummated. The Company is under no obligation to (and specifically disclaims any such obligation to) update or alter these forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
About Apollo
Apollo is a global, high-growth alternative asset manager. In the asset management business, Apollo seeks to provide its clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid, and equity. For more than three decades, Apollo’s investing expertise across its fully integrated platform has served the financial return needs of its clients and provided businesses with innovative capital solutions for growth. Through Athene, Apollo’s retirement services business, it specializes in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Apollo’s patient, creative, and knowledgeable approach to investing aligns its clients, businesses it invests in, its team members, and the communities it impacts, to expand opportunity and achieve positive outcomes. As of March 31, 2022, Apollo had approximately $513 billion of assets under management. To learn more, please visit www.apollo.com.
Apollo Contacts
For investor inquiries regarding Apollo, please contact:
Noah Gunn
Global Head of Investor Relations
Apollo Global Management, Inc.
(212) 822-0540
IR@apollo.com
Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
(212) 822-0491
Communications@apollo.com
Document and Entity Information |
Jul. 12, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | TENNECO INC |
| Entity Address, State or Province | IL |
| Amendment Flag | false |
| Entity Central Index Key | 0001024725 |
| Document Type | 8-K |
| Document Period End Date | Jul. 12, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-12387 |
| Entity Tax Identification Number | 76-0515284 |
| Entity Address, Address Line One | 7450 N. MCCORMICK BLVD. |
| Entity Address, City or Town | SKOKIE |
| Entity Address, Postal Zip Code | 60076 |
| City Area Code | (847) |
| Local Phone Number | 482-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Voting Common Stock, par value $0.01 per share |
| Trading Symbol | TEN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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