Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - TENNECO INC | c61764e8vk.htm |
| EX-99.2 - EX-99.2 - TENNECO INC | c61764exv99w2.htm |
| EX-99.3 - EX-99.3 - TENNECO INC | c61764exv99w3.htm |
EXHIBIT 99.1
TENNECO COMMENCES OFFERING OF SENIOR NOTES DUE 2020
Lake Forest, Illinois, December 9, 2010 — Tenneco Inc. (NYSE: TEN) today announced that it has
commenced a private offering of $500 million of senior notes due 2020.
Concurrently with this offering, Tenneco has commenced a cash tender offer for any and all of its
outstanding $500 million 8 5/8% senior subordinated notes due 2014 and a solicitation of consents
to certain proposed amendments to the related indenture for consideration of $1,032.50 (which
includes a consent fee of $30.00) for each $1,000 principal amount of notes validly tendered and
not withdrawn before the consent expiration (expected to be 5:00 p.m., New York City time, on
December 22, 2010).
Tenneco intends to use the proceeds of this offering net of related fees and expenses, together
with cash on hand and available liquidity, to purchase any and all of its outstanding $500 million
8 5/8% senior subordinated notes tendered in the tender offer and to redeem any of such notes that
are not tendered and to pay fees, premiums, expenses and accrued interest related to the tender
offer or redemption. The private offering is not conditioned upon the consummation of the tender
offer.
The notes will be general senior obligations of Tenneco, will be guaranteed by each of Tenneco’s
domestic restricted subsidiaries that also guarantee Tenneco’s senior credit facility and will
mature in 2020. These guarantees will be general senior obligations of the guarantors. The notes
and guarantees will not be secured by any assets of Tenneco or the guarantors.
Tenneco is offering the notes in reliance upon an exemption from registration under the Securities
Act of 1933 for an offer and sale of securities that does not involve a public offering. The notes
have not been registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration. This news release does
not constitute an offer to sell or the solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in which it would be unlawful.
Company Information and Forward Looking Statements
Tenneco is a $4.6 billion global manufacturing company with headquarters in Lake Forest,
Illinois and approximately 21,000 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 original equipment market and the aftermarket. Tenneco markets its products
principally under the Monroe®, Walker®, Gillet™ and Clevite®Elastomer brand names.
The disclosures herein include statements that are “forward looking” within the meaning of
federal securities law concerning Tenneco’s proposed offering. The terms of, and 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
forward-looking statements.
# # #
Contacts: |
||
Linae Golla
|
Jane Ostrander | |
Investor inquiries
|
Media inquiries | |
847 482-5162
|
847 482-5607 | |
lgolla@tenneco.com
|
jostrander@tenneco.com |