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)

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