LAKE FOREST, Ill., March 3, 2021 /PRNewswire/ -- Tenneco Inc.
(NYSE: TEN) ("Tenneco") today announced that it intends, subject to
market and other customary conditions, to offer (the "Offering")
$800 million aggregate principal
amount of Senior Secured Notes due 2029 (the "Notes").
The Notes will be guaranteed by each of Tenneco's subsidiaries
that guarantees its credit facility and outstanding notes. The
Notes and the subsidiary guarantees will be secured by first
priority security interests in substantially all of Tenneco's and
the subsidiary guarantors' assets, subject to certain excluded
assets, exceptions and permitted liens, which security interests
will rank equally with the security interests securing its credit
facility and outstanding secured notes.
Tenneco intends to use the net proceeds of the Offering,
together with the cash on hand, to redeem all of its outstanding
5.000% Senior Secured Notes due 2024 (the "2024 Secured Notes") and
all of its outstanding Floating Rate Senior Secured Notes due 2024
(the "2024 FR Secured Notes"), including the payment of any
premiums, accrued and unpaid interest and expenses related to such
redemption. This press release shall not constitute a notice of
conditional redemption of the 2024 Secured Notes or the 2024 FR
Secured Notes.
The Notes and the related guarantees have not been and will not
be registered under the Securities Act of 1933, as amended (the
"Securities Act") or any state securities laws, and may not be
offered or sold in the United
States or to U.S. persons absent registration or an
applicable exemption from such registration requirements.
Accordingly, the Notes and the related guarantees will be offered
and sold only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act and to non-U.S. persons in offshore transactions outside
the United States in accordance
with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
the Notes in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About Tenneco
Tenneco is one of the world's leading designers, manufacturers
and marketers of automotive products for original equipment and
aftermarket customers, with 2020 revenues of $15.4 billion and approximately 73,000 team
members working at more than 270 sites worldwide. Through our four
business groups, Motorparts, Ride Performance, Clean Air and
Powertrain, Tenneco is driving advancements in global mobility by
delivering technology solutions for diversified global markets,
including light vehicle, commercial truck, off-highway, industrial,
motorsport and the aftermarket. Visit www.tenneco.com to learn
more.
Cautionary Note Regarding Forward-Looking Statements
The disclosures herein concerning the proposed Offering and the
use of net proceeds of the Offering are statements that are
"forward looking" within the meaning of federal securities law.
Tenneco's ability to complete the Offering will depend on
prevailing market conditions and other factors. The forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from future results expressed
or implied by such forward-looking statements.
Investor inquiries
Linae Golla
847 482-5162
lgolla@tenneco.com
Rich Kwas
248 849-1340
rich.kwas@tenneco.com
Media inquiries
Bill Dawson
847 482-5807
bdawson@tenneco.com
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SOURCE Tenneco Inc.