UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 13, 2022 (
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The second and third paragraphs of Item 8.01 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01.
| Item 8.01 | Other Events |
On July 13, 2022, Pegasus Merger Co. (“Merger Sub”), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced that, according to information provided by Global Bondholder Services Corporation, the Information and Tender Agent for Merger Sub’s previously announced cash tender offers (together, the “Tender Offer”) and consent solicitations (together, the “Consent Solicitation”), as of 5:00 p.m., New York City time, on July 12, 2022, Merger Sub had received tenders and consents from holders of $766,221,000 in aggregate principal amount of Tenneco Inc.’s (“Tenneco”) outstanding 5.125% Senior Secured Notes due 2029 (the “5.125% Notes”), representing approximately 95.78% of the total outstanding principal amount of the 5.125% Notes, and tenders and consents from holders of $489,332,000 in aggregate principal amount of the 7.875% Senior Secured Notes due 2029 (the “7.875% Notes” and together with the 5.125% Notes, the “Notes”), representing approximately 97.87% of the total outstanding principal amount of the 7.875% Notes.
Having received the requisite consents from the holders of each series of Notes to the proposed amendments to the indenture governing such series of Notes (the “Proposed Amendments”), Tenneco, the subsidiary guarantors party thereto and Wilmington Trust, National Association, in its capacity as trustee, entered into the following supplemental indentures to effect the Proposed Amendments: (i) the First Supplemental Indenture, dated as of July 12, 2022, which amends and supplements the Indenture, dated as of March 17, 2021, governing the 5.125% Notes (the “5.125% Notes First Supplemental Indenture”) and (ii) the First Supplemental Indenture, dated as of July 12, 2022, which amends and supplements the Indenture, dated as of November 30, 2020, governing the 7.875% Notes (the “7.875% Notes First Supplemental Indenture” and together with the 5.125% Notes First Supplemental Indenture, the “Supplemental Indentures”). The Proposed Amendments eliminate the requirement to make a “Change of Control Offer” in connection with Tenneco’s proposed merger with Merger Sub (the “Merger”) and make certain other customary changes for a privately-held company to the “Change of Control” provisions in the indentures governing the Notes. Each Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the 5.125% Notes or the 7.875% Notes, as applicable, representing at least a majority in aggregate principal amount of the respective Notes are accepted for purchase by Merger Sub pursuant to the terms of the Tender Offer and Consent Solicitation.
Copies of the 5.125% Notes First Supplemental Indenture and the 7.875% Notes First Supplemental Indenture are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and such Exhibits are incorporated by reference herein.
As a result of Tenneco, the subsidiary guarantors and the trustee entering into the Supplemental Indentures, Merger Sub terminated its previously announced change of control offers for all of the outstanding 5.125% Notes and 7.875% Notes, which offers were separate from the Tender Offer and Consent Solicitation.
In addition, Merger Sub amended the terms of the Tender Offer to extend the early tender deadline from 5:00 p.m., New York City time, on July 12, 2022 to 5:00 p.m., New York City Time, on July 19, 2022.
A copy of the press release issued by Merger Sub announcing the completion of the Consent Solicitation, the execution of the Supplemental Indentures, the amendment of the Tender Offer and the termination of the change of control offers is attached to this Current Report on Form 8-K as Exhibit 99.1, and such Exhibit is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TENNECO INC. | ||||||
| Date: July 13, 2022 | By: | /s/ Thomas J. Sabatino, Jr. | ||||
| Thomas J. Sabatino, Jr. | ||||||
| Executive Vice President and General Counsel | ||||||