SKOKIE,
Ill., Oct. 6, 2022 /PRNewswire/ -- Tenneco Inc.
(NYSE: TEN) ("Tenneco") today announced that it has rescinded the
notice of conditional redemption it previously issued on
September 7, 2022 and has issued a
new notice of its intention to redeem all of its outstanding 5⅜%
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 November 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 $1,030.16 per $1,000 principal amount of 2024 Notes (assuming
the Redemption Date occurs on November 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 $1,032.23 per $1,000 principal amount of 2026 Notes (assuming
the Redemption Date occurs on November 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.
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
View original content to download
multimedia:https://www.prnewswire.com/news-releases/tenneco-announces-new-conditional-redemption-for-5-senior-notes-due-2024-and-5-0-senior-notes-due-2026--301643163.html
SOURCE Tenneco Inc.