Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on February 22, 2022, Tenneco Inc., a Delaware
corporation ("Tenneco"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), by and among Tenneco, Pegasus Holdings III, LLC, a Delaware
limited liability company ("Parent"), and Pegasus Merger Co., a Delaware
corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to
which among other things, and subject to the terms and conditions set forth
therein, Merger Sub will be merged with and into Tenneco, with Tenneco surviving
as a wholly owned subsidiary of Parent (the "Merger"). Parent and Merger Sub are
affiliates of Apollo Global Management, Inc.
On July 7, 2022, Brian J. Kesseler, the Chief Executive Officer of Tenneco,
confirmed that, subject to and effective only upon consummation of the Merger,
Mr. Kesseler intends to depart as Tenneco's Chief Executive Officer. Parent and
Merger Sub have advised Tenneco that they intend to appoint Jim Voss as
Tenneco's Chief Executive Officer effective upon the consummation of the Merger
and Mr. Kesseler's departure.
Item 8.01 Other Events.
Pursuant to the Merger Agreement, the consummation of the Merger is subject to a
number of closing conditions, including the receipt of certain approvals (or the
expiration of waiting periods) under applicable antitrust and/or foreign direct
investment laws in certain jurisdictions.
As of July 7, all conditions to closing under the Merger Agreement with respect
to antitrust and/or foreign direct investment laws have been satisfied or waived
in accordance with the terms and conditions of the Merger Agreement except for
the conditions pertaining to the antitrust and competition laws of the European
Union, Japan and Mexico. Parent, Merger Sub and Tenneco expect to consummate the
Merger promptly upon satisfaction or waiver of the remaining conditions to
closing under the Merger Agreement, including receipt of such remaining
antitrust and competition law approvals (or expiration of applicable waiting
periods), in accordance with the terms of the Merger Agreement.
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