Item 2.02 Results of Operations and Financial Condition

On October 31, 2022, Tenneco Inc. (the "Company") announced its third quarter 2022 results of operations. Exhibit 99.1 to this Current Report on Form 8-K presents the Company's press release, including the Company's consolidated statements of income, balance sheets and statements of cash flows as of and for the period ended September 30, 2022, as released by the Company on October 31, 2022, and such Exhibit is incorporated herein by reference.

The information furnished under Item 2.02, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

Extension of the Expiration Date for the Tender Offer and Consent Solicitation

On October 31, 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 October 31, 2022 to 5:00 p.m., New York City Time, on November 7, 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 99.2, and such Exhibit is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




(d)  Exhibits

Exhibit
  No.       Description

99.1          Press release issued October 31, 2022

99.2          Press release of Pegasus Merger Co. issued October 31, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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