Holders tendering after the Early Tender Date have until the Expiration Date, unless extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. Holders who validly tender additional Notes after the Early Tender Date and before the Expiration Date will receive the Tender Consideration listed above, which does not include the Early Participation Premium. The Withdrawal Deadline was July 12, 2022, at 5:00 p.m., New York City time. As a result, Notes tendered pursuant to the Tender Offer may not be withdrawn and the Consents delivered pursuant to the Consent Solicitation may not be revoked, except as required by law.
Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the Merger and a financing condition. The Company reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. The Company intends to further extend the Expiration Date, without extending the July 12, 2022 Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the closing of the Merger. The completion of the Merger and settlement for Notes tendered and not withdrawn is currently expected to occur in the second half of 2022.
On June 27, 2022, concurrently with, but separate from the Tender Offer and the Consent Solicitation, the Company 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 of each series of Notes repurchased (collectively, the “Change of Control Offer”), plus accrued and unpaid interest to, but excluding, the date of purchase. Because the requisite consents with respect to each series of Notes have been received and each Supplemental Indenture has been executed, the Company is terminating the Change of Control Offer.
Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated June 27, 2022 (as amended or supplemented from time to time, the “Statement”). The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained at no charge from Global Bondholder Services Corporation. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. The Company reserves the right to further amend the terms of the Tender Offer and Consent Solicitation, to further extend the Expiration Date for the Tender Offer and Consent Solicitation or to waive any and all conditions to the Tender Offer and Consent Solicitation, in its sole discretion, at any time.
Requests for documents relating to the Tender Offer and the Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tender Agent, at (866) 654-2015 or (212) 430-3774 (Banks and Brokers). BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to BofA Securities at (980) 388-0539 (collect) or (888) 292-0070 (toll free) and Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 or by email to ny.liabilitymanagement@citi.com.
