Pegasus again extends tender deadline for 2029-maturing Tenneco notes

By William Gullotti

Buffalo, N.Y., Nov. 7 – Pegasus Merger Co. announced another extension of its tender offers for two 2029-maturing senior notes issued by Tenneco Inc., according to a Monday press release.

The two notes are Tenneco’s $800 million 5 1/8% senior secured notes due 2029 (Cusips: 880349AT2, U88037AG8) and $500 million outstanding 7 7/8% senior notes due 2029 (Cusips: 880349AS4, U88037AF0).

The tender offer will now expire at 5 p.m. ET on Nov. 14, extended from its most recent extension at 5 p.m. ET on Nov. 7.

As of the original deadline, holders had tendered $795,555,000, or 99.44%, of the 5 1/8% notes and $491,689,000, or 98.34%, of the 7 7/8% notes, as previously reported.

As previously reported, Pegasus, an affiliate of some investment funds managed by affiliates of asset manager Apollo Global Management, Inc., started the tender offers on June 27 in connection with its acquisition of Tenneco agreed to on Feb. 22.

At the same time, Pegasus began soliciting consents from holders of each series of notes. The company was seeking to eliminate the requirement under each series of notes to make a change-of-control offer at 101.

As of 5 p.m. ET on July 12, Pegasus had received tenders and consents from holders of $766,221,000, or 95.78%, of the 5 1/8% notes and $489,332,000, or 97.87%, of the 7 7/8% notes, as previously reported.

As a result, Tenneco and the trustee under each of the indentures for the 5 1/8% notes and 7 7/8% notes executed supplemental indentures to effect the proposed amendments. The amendments will become operative once a majority in principal amount of each of the 5 1/8% notes and 7 7/8% notes are accepted for purchase.

Tenders may no longer be withdrawn, and consents may not be revoked.

The early tender deadline was 5 p.m. ET on July 19.

For each $1,000 note, the company was offering a total consideration of $1,012.50, inclusive of a $30 early tender premium that will only be paid to noteholders who tendered by the updated early deadline.

Noteholders will also be paid accrued interest on the notes to the settlement date.

The expectation is that the consummation of the tender offer and the consent solicitation will coincide with the closing of the merger. The acquisition is expected to be completed in the second half of 2022.

The tender offer is conditioned on the merger and financing.

Global Bondholder Services Corp. (866 654-2015, 212 430-3774) is the information and tender agent.

BofA Securities (980 388-0539, 888 292-0070) and Citigroup Global Markets Inc. (212 723-6106, 800 558-3745, ny.liabilitymanagement@citi.com) are the dealer managers for the tender offer and consent solicitation.

Tenneco is a Skokie, Ill.-based company that manufactures vehicle parts for the original equipment markets and aftermarket.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.