Attached files
file | filename |
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8-K - FORM 8-K - TENNECO INC | c61961e8vk.htm |
EX-4.2 - EX-4.2 - TENNECO INC | c61961exv4w2.htm |
EX-4.3 - EX-4.3 - TENNECO INC | c61961exv4w3.htm |
EX-4.1 - EX-4.1 - TENNECO INC | c61961exv4w1.htm |
EXHIBIT 99.1
TENNECO COMPLETES
CONSENT SOLICITATION AND INDENTURE AMENDMENTS FOR
8 5/8 PERCENT SENIOR SUBORDINATED NOTES DUE 2014
CONSENT SOLICITATION AND INDENTURE AMENDMENTS FOR
8 5/8 PERCENT SENIOR SUBORDINATED NOTES DUE 2014
Lake Forest, Illinois, December 23, 2010 Tenneco Inc. (NYSE: TEN) today announced the successful
completion of its consent solicitation with respect to its outstanding $500 million 8 5/8 percent
senior subordinated notes due 2014 (the 2014 Notes).
On December 9, 2010, Tenneco commenced a cash tender offer of any and all of the 2014 Notes and a
solicitation of consents to certain proposed amendments to the indenture governing the 2014 Notes.
The consent solicitation expired at 5:00 p.m., New York City time, on December 22, 2010. As of the
expiration of the consent solicitation, Tenneco had received tenders and consents representing
approximately $480 million in aggregate principal amount of the outstanding 2014 Notes. The amount
of consents received exceeds the consents needed to amend the indenture governing the 2014 Notes.
Accordingly, Tenneco and The Bank of New York Mellon Trust Company, N.A., as trustee, have executed
a supplemental indenture that eliminates substantially all of the restrictive covenants and certain
event of default provisions in the indenture governing the 2014 Notes and reduces the minimum
notice period required to effect a call for redemption from 30 to 5 days.
Tenneco made a cash payment of $1,032.50 per $1,000 principal amount, which includes a consent
payment of $30.00 per $1,000 principal amount, to the holders of 2014 Notes tendered prior to the
expiration of the consent solicitation. Tenneco funded this payment with the net proceeds of its
previously announced private offering of $500 million 6 7/8 percent senior notes due December 15,
2020, which also closed today.
The tender offer is scheduled to expire at 8:00 a.m., New York City time, on January 6, 2011.
Remaining holders who validly tender their 2014 Notes after the expiration of the consent
solicitation and before the expiration of the tender offer will be eligible to receive $1,002.50
per $1,000 principal amount of 2014 Notes not validly withdrawn. The company will redeem any notes
not purchased in the tender offer. Tenneco expects to record approximately $20 million and $1
million in non-recurring pre-tax charges related to retiring the 2014 Notes in the fourth quarter
of 2010 and first quarter of 2011, respectively.
The complete terms and conditions of the tender offer and consent solicitation are described in the
Offer to Purchase and Consent Solicitation Statement dated December 9, 2010, copies of which may be
obtained from Global Bondholder Services Corporation, the depositary and information agent for the
tender offer, at (212) 430-3774.
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, Debt Advisory Services, at (888) 292-0070 (US toll-free) and
(980) 388-9217 (collect).
This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or
sell or a solicitation of consents with respect to any securities, and shall not constitute an
offer, solicitation or sale
in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful. The tender offer and consent solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement dated December 9, 2010.
Company Information
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 worlds 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.
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Contacts: |
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Linae Golla
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Jane Ostrander | |||
Investor inquiries
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Media inquiries | |||
847 482-5162
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847 482-5607 |