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 certain investment funds managed by affiliates of Apollo Global
Management, Inc.
On October 31, 2022, Matti Masanovich, the Chief Financial Officer of Tenneco,
confirmed that, subject to and effective only upon consummation of the Merger,
Mr. Masanovich intends to depart as Tenneco's Chief Financial Officer. Parent
and Merger Sub have advised Tenneco that they intend to appoint Jeff Stafeil as
Tenneco's Chief Financial Officer effective upon the consummation of the Merger
and Mr. Masanovich's departure.
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