[TENNECO
AUTOMOTIVE LOGO]
news release
For immediate release
Contacts: Jane Ostrander
Media Relations
847 482-5607
jane.ostrander@tenneco-automotive.com
Leslie Hunziker
Investor Relations
847 482-5042
leslie.hunziker@tenneco-automotive.com
TENNECO AUTOMOTIVE LAUNCHES
TENDER OFFER AND CONSENT SOLICITATION IN CONNECTION WITH ITS
11-5/8% SENIOR SUBORDINATED NOTES DUE 2009
Lake Forest, Illinois, April 30, 2004 - Tenneco Automotive (NYSE: TEN) announced
today that it has commenced a cash tender offer and consent solicitation for its
$500,000,000 aggregate principal amount of 11-5/8% Senior Subordinated Notes due
2009.
Tenneco Automotive is launching this tender offer and consent solicitation as
part of its transaction announced on April 16, 2004, designed to reduce the
company's leverage and annual interest expense.
The offer will expire at 12:00 midnight, New York City time, on Thursday, May
27, 2004, unless extended or earlier terminated. Holders tendering their notes
will be required to consent to certain proposed amendments to the indenture
governing the notes, which will, among other things, eliminate substantially all
of the restrictive covenants, amend the satisfaction and discharge provisions
and eliminate certain events of default provisions in the indenture. The consent
solicitation will expire at 5:00 p.m. New York City time, on Thursday, May 13,
2004, unless extended or earlier terminated.
Note holders who validly tender their notes before the consent solicitation
expires will receive the total consideration of $1095.50 per $1,000 principal
amount of notes. The total consideration includes a consent payment of $30.00
per $1,000 principal amount of notes. Note holders who validly tender their
notes after the consent solicitation expires and before the offer expires will
receive as payment for the notes $1065.50 per $1,000 principal amount of notes,
which is the total consideration less the $30.00 per $1,000 consent payment. In
either case, note holders who validly tender their notes will be paid accrued
and unpaid interest up to, but not including, the date of payment for the notes.
The offer is subject to meeting certain conditions, including the company's
receipt of tenders of notes representing a majority of the principal amount of
the notes outstanding, execution of a supplemental indenture incorporating the
proposed amendments, consent of the company's senior bank lenders to permit the
consent solicitation on the terms
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proposed and the receipt of financing on terms acceptable to Tenneco Automotive
in an amount sufficient to complete the offer. The terms of the offer are
described in Tenneco Automotive's Offer to Purchase and Consent Solicitation
Statement, dated April 30, 2004, which may be obtained from Global Bondholder
Services, at (866) 873-7700 (US toll-free) or (212) 430-3774.
Tenneco Automotive has engaged Banc of America Securities LLC and J.P. Morgan
Securities Inc. to act as dealer managers in connection with the offer and
solicitation agents in connection with the consent solicitation. Questions
regarding the offer or consent solicitation may be directed to Banc of America
Securities LLC, High Yield Special Products, at 888-292-0070 (US toll-free) or
212-847-5834 or J.P. Morgan Securities, High Yield Capital Markets, at
212-270-9153.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent with respect to any securities. The offer
and consent solicitation is being made solely by the Offer to Purchase and
Consent Solicitation Statement, dated April 30, 2004.
COMPANY INFORMATION AND FORWARD LOOKING STATEMENTS
Tenneco Automotive is a $3.8 billion manufacturing company with headquarters in
Lake Forest, Illinois and approximately 19,200 employees worldwide. Tenneco
Automotive is one of the world's largest designers, manufacturers and marketers
of emission control and ride control products and systems for the automotive
original equipment market and the aftermarket. Tenneco Automotive markets its
products principally under the Monroe(R), Walker(R), Gillet(R) and
Clevite(R)Elastomer brand names. Among its products are Sensa-Trac(R) and Monroe
Reflex(R) shocks and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R)
mufflers, Dynomax(R) performance exhaust products, and Clevite(R)Elastomer
noise, vibration and harshness control components.
The disclosures herein include statements that are 'forward looking' within the
meaning of federal securities law concerning Tenneco Automotive's offer and
consent solicitation. These forward-looking statements generally can be
identified by phrases such as "will," "conditioned" or other words or phrases of
similar import. The company's ability to complete the transactions is subject to
market conditions and other risks and uncertainties that could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements.
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