Item 8.01 Other Events
Extension of the Expiration Date for the Tender Offer and Consent Solicitation
for Tenneco's outstanding Senior Secured Notes
On November 14, 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 ("Tenneco")
outstanding 5.125% Senior Secured Notes due 2029 and 7.875% Senior Secured Notes
due 2029 (collectively, the "Senior Secured Notes") to extend the expiration
date from 5:00 p.m., New York City time, on November 14, 2022 to 5:00 p.m., New
York City time, on November 16, 2022, subject to being further extended or
terminated if the conditions set forth in Merger Sub's Offer to Purchase and
Consent Solicitation Statement, dated June 27, 2022, have not been satisfied or
waived by such 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.
Extension of the Redemption Date for Tenneco's outstanding Senior Unsecured
Notes
On November 10, 2022, Tenneco announced that it has extended the redemption date
for its previously announced conditional redemption of all of its outstanding
53/8% Senior Notes due 2024 and 5.0% Senior Notes due 2026 (collectively, the
"Senior Unsecured Notes") from the scheduled redemption date on November 14,
2022 to November 17, 2022, subject to being further extended or rescinded if the
conditions set forth in Tenneco's New Conditional Notice of Redemption issued on
October 6, 2022 have not been satisfied or waived by such date.
A copy of the press release issued by Tenneco announcing the extension of the
redemption date 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 November 14, 2022
99.2 Press release of Tenneco Inc. issued November 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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