Item 8.01 Other Events

Extension of the Expiration Date for the Tender Offer and Consent Solicitation for Tenneco's outstanding Senior Secured Notes

On November 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 ("Tenneco") outstanding 5.125% Senior Secured Notes due 2029 and 7.875% Senior Secured Notes due 2029 (collectively, the "Senior Secured Notes") to extend the expiration date from 5:00 p.m., New York City time, on November 7, 2022 to 5:00 p.m., New York City time, on November 14, 2022, subject to being further extended or terminated if the conditions set forth in Merger Sub's Offer to Purchase and Consent Solicitation Statement, dated June 27, 2022, have not been satisfied or waived by such 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.

Extension of the Redemption Date for Tenneco's outstanding Senior Unsecured Notes

On November 4, 2022, Tenneco announced that it has extended the redemption date for its previously announced conditional redemption of all of its outstanding 53/8% Senior Notes due 2024 and 5.0% Senior Notes due 2026 (collectively, the "Senior Unsecured Notes") from the originally scheduled redemption date on November 7, 2022 to November 14, 2022, subject to being further extended or rescinded if the conditions set forth in Tenneco's New Conditional Notice of Redemption issued on October 6, 2022 have not been satisfied or waived by such date.

A copy of the press release issued by Tenneco announcing the extension of the redemption date 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 November 7, 2022

99.2          Press release of Tenneco Inc. issued November 4, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)



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