| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On March 17, 2021, Tenneco Inc. (the “Company” or “Tenneco”) completed its previously announced private offering (the “Offering”) to eligible purchasers of $800.0 million aggregate principal amount of 5.125% Senior Secured Notes due 2029 (the “Notes”). The net proceeds from the Offering were approximately $786.0 million, after deducting fees and estimated offering expenses. The Company 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”) and to pay related transaction costs, expenses, and premiums.
The Notes were issued pursuant to an Indenture, dated March 17, 2021 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee.
The Notes are the senior secured obligations of the Company and are fully and unconditionally guaranteed by each of the Company’s existing and, subject to limited exceptions, future material domestic wholly-owned subsidiaries that guarantee the Company’s obligations under its senior secured credit facility and its outstanding secured notes. The Notes and the subsidiary guarantees are secured by first priority security interests in substantially all of the Company’s and the Guarantors’ assets, subject to certain excluded assets, exceptions and permitted liens, which security interests rank equally with the security interests securing the Company’s credit facility and outstanding secured notes.
The Indenture limits the ability of the Company and its subsidiaries (subject to certain exceptions and qualifications) to incur additional indebtedness or guarantee indebtedness; pay dividends on or make other distributions in respect of, or repurchase or redeem, the Company’s capital stock; prepay, redeem or repurchase subordinated indebtedness; make loans and investments; sell or otherwise dispose of assets; incur liens securing indebtedness; enter into transactions with affiliates; enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends to the Company or the Guarantors or make other intercompany transfers; consolidate, merge or sell all or substantially all of the Company’s or any Guarantor’s assets; and designate the Company’s subsidiaries as unrestricted subsidiaries.
At any time prior to April 15, 2024, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date, plus a specified “make-whole premium.” On or after April 15, 2024, the Company may redeem the Notes at its option, in whole at any time or in part from time to time at the redemption prices set forth in the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date. At any time prior to April 15, 2024, the Company may redeem up to 40% of the original aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 105.125% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date.
Upon the occurrence of certain events constituting a change of control, the Company may be required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase.
The Indenture contains customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in the Indenture; default in the payment of principal, or defaults resulting in the acceleration of, other indebtedness of at least $100 million; certain events of bankruptcy or insolvency with respect to the Company or any guarantor; failure to pay certain final judgments of at least $100 million and any guarantee of the Notes by any guarantor that is a significant subsidiary ceases to be in full force and effect.
