LAKE FOREST, Ill.--(BUSINESS WIRE)--Mar. 8, 2012--
Tenneco Inc. (NYSE: TEN) announced today that it has commenced a cash
tender offer for any and all of the company’s $250 million of
outstanding 8 1/8% Senior Notes due 2015 and a solicitation of consents
to certain proposed amendments to the indenture governing the notes. The
proposed amendments would eliminate substantially all restrictive
covenants and certain event of default provisions in the indenture and
reduce the minimum notice period to call the notes from 30 to 5 days.
The company intends to use the proceeds of one or more debt financing
transactions, potentially including obtaining loans under a new $700
million revolving bank credit facility and a new $250 million term loan
A facility, to fund the total cost of all tendered notes and delivered
consents, accrued interest and all related fees and expenses. The terms
of any debt financing transactions will be determined by market
conditions and other factors at the time any such transactions are
completed. Consummation of the tender offer and the consent solicitation
is contingent upon, among other things, Tenneco obtaining financing on
terms satisfactory to the company.
The deadline for tendering notes to be eligible to receive the consent
payment in connection with the consent solicitation is 5:00 p.m., New
York City time, on March 21, 2012 unless extended (the “Consent
Expiration”). The tender offer is scheduled to expire at 8:00 a.m., New
York City time, on April 5, 2012, unless extended or earlier terminated.
Holders who validly tender their notes and provide their consents to the
proposed amendments to the indenture governing the notes before 5:00
p.m., New York City time, on March 21, 2012, unless extended, will be
eligible to receive $1,044.38 for each $1,000 principal amount of notes
not validly withdrawn (which includes a consent payment of $30 per
$1,000 principal amount of notes). Holders may not tender their notes
without delivering consents or deliver consents without tendering their
notes. No consent payments will be made in respect of notes tendered
after the Consent Expiration.
Holders who validly tender their notes after the Consent Expiration and
before 8:00 a.m., New York City time, on April 5, 2012, unless extended,
will be eligible to receive $1,014.38 for each $1,000 principal amount
of notes not validly withdrawn.
Holders whose notes are purchased in the tender offer will also receive
accrued and unpaid interest from the most recent interest payment date
on the notes up to, but not including, the applicable payment date.
Holders who validly tender their notes before the Consent Expiration
will be eligible to receive payment on the initial payment date, which
is expected to be on or about March 22, 2012. Holders tendering after
the Consent Expiration and prior to the expiration of the tender offer
will be eligible to receive payment on the final payment date, which is
expected to be on or about April 5, 2012.
Tendered notes may be withdrawn and consents may be revoked before 5:00
p.m., New York City time, on March 21, 2012, unless extended by the
Company and except in limited circumstances. Any extension, delay,
termination or amendment of the tender offer will be followed as
promptly as practicable by a public announcement thereof.
The tender offer is subject to the satisfaction of certain conditions,
including: (1) receipt of consents to the amendments of the indenture
governing the notes from holders of a majority in principal amount of
the outstanding notes and execution of a supplemental indenture
effecting the proposed amendments, (2) a financing condition and (3)
certain other customary conditions.
The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated March 8, 2012, copies of which may be
obtained from Global Bondholder Services Corporation, the depositary and
information agent for the tender offer, at (866) 873-7700 (US toll-free)
or (212) 430-3774 (collect).
Tenneco has engaged BofA Merrill Lynch to act as the exclusive dealer
manager and solicitation agent in connection with the tender offer.
Questions regarding the terms of the tender offer may be directed to
BofA Merrill Lynch, Liability Management, at (888) 292-0070 (US
toll-free) or (980) 387-3907 (collect).
This announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consents with respect to any
securities. The tender offer and consent solicitation are being made
solely by the Offer to Purchase and Consent Solicitation Statement dated
March 8, 2012.
Tenneco is a $7.2 billion global manufacturing company with
headquarters in Lake Forest, Illinois and approximately 24,000 employees
worldwide. Tenneco is one of the world’s largest designers,
manufacturers and marketers of emission control and ride control
products and systems for the automotive and commercial vehicle original
equipment markets and the aftermarket. Tenneco markets its
products principally under the Monroe®, Walker® and Clevite®Elastomer
The disclosures herein include statements that are "forward looking"
within the meaning of federal securities law concerning Tenneco’s tender
offer and consent solicitation. Tenneco’s ability to complete such
transaction will depend upon prevailing market conditions and other
factors. The forward-looking statements are subject to these and other
risks and uncertainties that could cause actual results to differ
materially from future results expressed or implied by such
Source: Tenneco Inc.