SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/07/22 Tenneco Inc. 8-K:8,9 9/07/22 12:190K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-99.1 Miscellaneous Exhibit HTML 18K 3: EX-99.2 Miscellaneous Exhibit HTML 11K 7: R1 Document and Entity Information HTML 46K 10: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- d399169d8k_htm XML 14K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- ten-20220907_lab XML 53K 6: EX-101.PRE XBRL Presentations -- ten-20220907_pre XML 34K 4: EX-101.SCH XBRL Schema -- ten-20220907 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 12: ZIP XBRL Zipped Folder -- 0001193125-22-240081-xbrl Zip 21K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 7, 2022 ( i September 7, 2022)
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
i Delaware | i 1-12387 | i 76-0515284 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 7450 N. MCCORMICK BLVD., i SKOKIE, ILLINOIS | i 60076 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (847) i 482-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
i Class A Voting Common Stock, par value $0.01 per share | i TEN | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events |
Extension of the Expiration Date for the Tender Offer and Consent Solicitation
On September 7, 2022, Pegasus Merger Co. (“Merger Sub”), an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc., announced that it has amended the terms of its previously announced cash tender offers (together, the “Tender Offer”) and consent solicitations (together, the “Consent Solicitation”) to purchase any and all of Tenneco Inc.’s outstanding 5.125% Senior Secured Notes due 2029 and 7.875% Senior Secured Notes due 2029 to extend the expiration date from 5:00 p.m., New York City time, on September 7, 2022 to 5:00 p.m., New York City Time, on September 27, 2022 (as so extended, and as may be further extended, the “Expiration Date”).
A copy of the press release issued by Merger Sub announcing the extension of the Expiration Date is attached to this Current Report on Form 8-K as Exhibit 99.1, and such Exhibit is incorporated herein by reference.
Issuance of Notice of Redemption for Outstanding Unsecured Notes
On September 7, 2022, Tenneco Inc. (“Tenneco”) announced that it has given notice of its intention to redeem all of its outstanding 53⁄8% Senior Notes due 2024 and all of its outstanding 5.0% Senior Notes due 2026 on October 7, 2022 (such date, as it may be extended, the “Redemption Date”), subject to the satisfaction of certain conditions.
A copy of the press release issued by Tenneco announcing the issuance of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.2, and such Exhibit is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press release of Pegasus Merger Co. issued September 7, 2022 | |
99.2 | Press release of Tenneco Inc. issued September 7, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TENNECO INC. | ||||||
Date: September 7, 2022 | By: | |||||
Thomas J. Sabatino, Jr. | ||||||
Executive Vice President and General Counsel |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/7/22 | None on these Dates | |||
9/27/22 | ||||
Filed on / For Period end: | 9/7/22 | |||
List all Filings |