Tenneco Inc. (“Tenneco”) today announced that it has completed its previously announced notes offering (the “Offering”) of $800 million aggregate principal amount of 5.125% Senior Secured Notes due 2029 (the “Notes”).
The Notes are guaranteed by each of Tenneco’s subsidiaries that guarantees its credit facility and outstanding notes. The Notes and the subsidiary guarantees are 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 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 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, which is scheduled to occur on April 2, 2021.
The Notes and the related guarantees are not 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 were 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.
SOURCE: Tenneco
