EXHIBIT 99.1
news release [TENNECO LOGO]
Contacts: Jane Ostrander Leslie Hunziker
Media Relations Investor Relations
847 482-5607 847 482-5042
jostrander@tenneco.com lhunziker@tenneco.com
TENNECO PRICES $250 MILLION OF 8-1/8 PERCENT SENIOR NOTES DUE 2015
Lake Forest, Illinois, November 1, 2007 -- Tenneco Inc. (NYSE: TEN) announced
today that it has priced a private placement offering of $250,000,000 of 8-1/8
percent senior notes due November 15, 2015. The net proceeds of this
transaction, expected to be about $245 million, together with cash on hand, will
be used to purchase up to $230,000,000 of the company's outstanding $475,000,000
10-1/4 percent senior secured notes.
These transactions are expected to reduce the company's annual interest expense
by approximately $3 million for 2008 and increase the company's outstanding
total debt by approximately $20 million. The company expects to record
non-recurring pre-tax charges related to the tender premium and fees, the
write-off of deferred debt issuance costs and the write-off of previously
recognized debt issuance premium of approximately $20 million.
The new notes will be general senior obligations of the company and will mature
on November 15, 2015 with interest payable semi-annually on May 15 and November
15, beginning on May 15, 2008. The notes will be guaranteed by each of Tenneco's
domestic restricted subsidiaries that also guarantee the company's senior credit
facility. These guarantees will be general senior obligations of the subsidiary
guarantors. The notes and guarantees will not be secured by any assets of
Tenneco or the guarantors.
Tenneco is offering the notes in reliance upon an exemption from registration
under the Securities Act of 1933 for an offer and sale of securities that does
not involve a public offering. The notes have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration. This news release
does not constitute an offer to sell or the solicitation of an offer to buy any
security and shall not constitute an offer, solicitation or sale in any
jurisdiction in which it would be unlawful.
This offering is conditioned on Tenneco's receipt of requisite consents to
certain proposed indenture amendments from holders of its 10-1/4 percent senior
secured notes due 2013 in connection with Tenneco's offer to purchase up to $230
million of the aggregate principal amount outstanding of its senior secured
notes. Assuming this condition is met, Tenneco expects to deliver the notes on
or about November 20, 2007.
COMPANY INFORMATION AND FORWARD LOOKING STATEMENTS
Tenneco is a $4.7 billion manufacturing company with headquarters in Lake
Forest, Illinois and approximately 19,000 employees worldwide. Tenneco 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
-More-
-2-
aftermarket. Tenneco markets its products principally under the Monroe(R),
Walker(R), Gillet(TM) and Clevite(R)Elastomer brand names.
The disclosures herein include statements that are "forward looking" within the
meaning of federal securities law concerning Tenneco's proposed offering. The
terms of, and Tenneco's ability to complete, such transaction will depend upon
prevailing market conditions and other factors. The forward-looking statements
are subject to these and other risks and uncertainties that could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements.
###