Pegasus merger co. announces commencement of tender offers and consent solicitations and change of control offers for secured notes of tenneco inc.

New york, june 27, 2022 (globe newswire) -- pegasus merger co. (the “company”), an affiliate of certain investment funds managed by affiliates of apollo global management, inc. (together with its subsidiaries, “apollo”), announced today that it has commenced cash tender offers (collectively, the “tender offer”) to purchase any and all of tenneco inc.'s (“tenneco”) outstanding 5.125% senior secured notes due 2029 (the “5.125% notes”) and 7.875% senior secured notes due 2029 (the “7.875% notes” and together with the 5.125% notes, the “notes”). in connection with the tender offer, the company is soliciting the consents of holders of the 5.125% notes and the 7.875% notes to certain proposed amendments to the respective indentures governing the notes (collectively, the “consent solicitation”). concurrently with, but separate from the tender offer and the consent solicitation, the company has commenced offers to purchase for cash any and all of tenneco's outstanding 5.125% notes and 7.875% notes at a purchase price equal to 101% of the aggregate principal amount (the “change of control purchase price”) of the notes repurchased, plus accrued and unpaid interest to, but excluding, the date of purchase (collectively, the “change of control offer”). the company is commencing the tender offer, the consent solicitation and the change of control offer in connection with, and each is expressly conditioned upon, the acquisition of tenneco pursuant to the agreement and plan of merger, dated february 22, 2022, by and among tenneco, the company and pegasus holdings iii, llc, the company's parent (the “merger”).
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