Pegasus Merger Co. Announces Private Offering of $1.0 billion of Senior Secured Notes in Connection with the Acquisition of Tenneco Inc. by Funds Affiliated with Apollo Global Management
31 Oktober 2022 - 11:06PM
Pegasus Merger Co. (“Merger Sub”), which is owned by certain
investment funds managed by affiliates of Apollo Global Management,
Inc., today announced that, in connection the proposed acquisition
of Tenneco Inc. (“Tenneco”), it intends to offer $1.0 billion in
aggregate principal amount of senior secured notes due 2028 (the
“Notes”) in a private offering.
The net proceeds from the Notes offering,
together with borrowings under new senior secured credit facilities
and new bridge facilities, and an equity contribution, will be used
to finance the acquisition of Tenneco, repay or retire
substantially all of Tenneco’s existing debt and pay fees and
expenses in connection with the transactions.
Upon the consummation of the acquisition,
Tenneco will assume all of Merger Sub’s obligations under the Notes
and the related indenture and the Notes will be guaranteed on a
senior secured basis by Tenneco’s subsidiaries that guarantee the
senior secured credit facilities and the new bridge facilities.
The Notes will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”) or any
state securities laws and may not be offered or sold in the United
States except pursuant to an applicable exemption from the
registration requirements of the Securities Act and applicable
state securities laws. The Notes will be offered only to persons
reasonably believed to be qualified institutional buyers in
accordance with Rule 144A and outside the United States to non-U.S.
Persons under Regulation S under the Securities Act.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the Notes, nor will
there be any sale of the Notes in any state in which such offer,
solicitation or sale would be unlawful.
Forward-Looking Statements
The above information includes “forward looking”
statements about the Notes offering and acquisition of Tenneco.
Such statements only reflect Merger Sub’s best assessment at this
time and are indicated by words or phrases such as “plans,”
“intends,” “will” or similar words or phrases. These statements are
subject to many risks, uncertainties and unknown future events that
could cause actual results to differ materially. Merger Sub is
under no obligation to (and specifically disclaims any such
obligation to) update or alter these forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
About Apollo
Apollo is a global, high-growth alternative
asset manager. In the asset management business, Apollo seeks to
provide its clients excess return at every point along the
risk-reward spectrum from investment grade to private equity with a
focus on three business strategies: yield, hybrid, and equity. For
more than three decades, Apollo’s investing expertise across its
fully integrated platform has served the financial return needs of
its clients and provided businesses with innovative capital
solutions for growth. Through Athene, Apollo’s retirement services
business, it specializes in helping clients achieve financial
security by providing a suite of retirement savings products and
acting as a solutions provider to institutions. Apollo’s patient,
creative, and knowledgeable approach to investing aligns its
clients, businesses it invests in, its team members, and the
communities it impacts, to expand opportunity and achieve positive
outcomes. As of June 30, 2022, Apollo had approximately $515
billion of assets under management. To learn more, please visit
www.apollo.com.
Apollo Contacts
For investor inquiries regarding Apollo, please
contact:
Noah GunnGlobal Head of Investor RelationsApollo
Global Management, Inc.(212) 822-0540IR@apollo.com
Joanna RoseGlobal Head of Corporate
CommunicationsApollo Global Management, Inc.(212)
822-0491Communications@apollo.com
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