8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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 7, 2022 (September 7, 2022)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12387	76-0515284
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7450 N. MCCORMICK BLVD., SKOKIE, ILLINOIS	60076
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

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 Symbol	Name of each exchange on which registered
Class A Voting Common Stock, par value $0.01 per share	TEN	New York Stock 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 8.01 Other Events

Extension of the Expiration Date for the Tender Offer and Consent Solicitation

On September 7, 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 7, 2022 to 5:00 p.m., New York City Time, on September 27, 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.

Issuance of Notice of Redemption for Outstanding Unsecured Notes

On September 7, 2022, Tenneco Inc. (“Tenneco”) announced that it has 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 on October 7, 2022 (such date, as it may be extended, the “Redemption Date”), subject to the satisfaction of certain conditions.

A copy of the press release issued by Tenneco announcing the issuance of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.2, and such Exhibit is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit     No.	Description
99.1	Press release of Pegasus Merger Co. issued September 7, 2022
99.2	Press release of Tenneco Inc. issued September 7, 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 7, 2022	By:	/s/ Thomas J. Sabatino, Jr.
		Thomas J. Sabatino, Jr.
		Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

Pegasus Merger Co. Announces Extension of Tender Offers

New York, NY, September 7, 2022 – Pegasus Merger Co. (the “Company”), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced today that it has amended the terms of the Company’s 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 (“Tenneco”) outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”) and 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Notes”) to extend the expiration date from 5:00 p.m., New York City time, on September 7, 2022 to 5:00 p.m., New York City Time, on September 27, 2022 (as so extended, and as may be further extended, the “Expiration Date”).

Holders have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. Holders who validly tender Notes after the Early Tender Date but before the Expiration Date will receive the Tender Consideration listed below, which does not include the Early Participation Premium. The Early Tender Date was 5:00 p.m., New York City time, on July 19, 2022. Holders are not entitled to withdraw previously tendered Notes or revoke Consents delivered pursuant to the Consent Solicitation, unless otherwise required by law.

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 tendered (and did not validly withdraw) Notes prior to the Early Tender Date.

(3) The Early Participation Premium is included in the Total Consideration.

According to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for the Tender Offer, the Company has received tenders and consents from holders of more than 99% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of more than 98% of the total outstanding principal amount of the 7.875% Notes.

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.

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 June 30, 2022, Apollo had approximately $515 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

EX-99.2

Exhibit 99.2

TENNECO ANNOUNCES CONDITIONAL REDEMPTION

FOR

5³⁄₈% SENIOR NOTES DUE 2024

AND

5.0% SENIOR NOTES DUE 2026

Skokie, Illinois, September 7, 2022—Tenneco Inc. (NYSE: TEN) (“Tenneco”) today announced that it has given notice of its intention to redeem all of its outstanding 5³⁄₈% Senior Notes due 2024 (the “2024 Notes”) and all of its outstanding 5.0% Senior Notes due 2026 (the “2026 Notes” and, together with the 2024 Notes, the “Notes”) on October 7, 2022 (such date, as it may be extended as described below, the “Redemption Date”), subject to the satisfaction of certain conditions.

The aggregate principal amount outstanding of the 2024 Notes is $225,000,000. The redemption price for the 2024 Notes will be equal to 100.896% of the principal amount thereof, plus accrued and unpaid interest on such Notes from June 15, 2022 (the most recent interest payment date) to, but excluding, the Redemption Date, for a total payment to holders of $1,025.68 per $1,000 principal amount of 2024 Notes (assuming the Redemption Date occurs on October 7, 2022).

The aggregate principal amount outstanding of the 2026 Notes is $500,000,000. The redemption price for the 2026 Notes will be equal to 101.667% of the principal amount thereof, plus accrued and unpaid interest on such Notes from July 15, 2022 (the most recent interest payment date) to, but excluding, the Redemption Date, for a total payment to holders of $1,028.06 per $1,000 principal amount of 2026 Notes (assuming the Redemption Date occurs on October 7, 2022).

The obligation of Tenneco to redeem the Notes and pay the applicable redemption price to the holders of the 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, Pegasus Merger Co. (“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. If either the Merger Condition or the Financing Condition is not satisfied or waived, Tenneco may elect to rescind the notice of redemption and terminate the redemption and return any tendered Notes of such series to the holders thereof. If the Redemption Date is extended or the redemption is terminated, the Company will provide notice to holders of the Notes no later than 5:00 p.m. New York time on the business day immediately preceding the Redemption Date (or the new Redemption Date based on any extension).

Unless Tenneco defaults in paying the redemption price in full for the respective series of Notes on the Redemption Date and assuming the applicable notice of redemption is not rescinded, interest on such series of Notes shall cease to accrue on and after the Redemption Date, and the only remaining right of the holders of such series of Notes will be to receive payment of the applicable redemption price upon surrender of their Notes.

-More-

U.S. Bank National Association is the Trustee and the Paying Agent with respect to each series of Notes.

This press release is for information purposes only and shall not constitute the official notice of redemption for each series of Notes required under the respective indenture governing such series of Notes, which notice shall be provided by the Trustee on behalf of Tenneco.

About Tenneco

Tenneco is one of the world’s leading designers, manufacturers, and marketers of automotive products for original equipment and aftermarket customers, with full year 2021 revenues of $18 billion and approximately 71,000 team members working at more than 260 sites worldwide. Through our four business groups, Motorparts, Performance Solutions, Clean Air and Powertrain, Tenneco is driving advancements in global mobility by delivering technology solutions for diversified global markets, including light vehicle, commercial truck, off-highway, industrial, motorsport and the aftermarket.

Investor inquiries

Linae Golla

847 482-5162

lgolla@tenneco.com

Rich Kwas

248 849-1340

rich.kwas@tenneco.com

Media inquiries

Bill Dawson

847 482-5807

bdawson@tenneco.com

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XML

Document and Entity Information	Sep. 07, 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	Sep. 07, 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