Pegasus Merger Co. (the “Company”), an affiliate of certain
investment funds managed by affiliates of Apollo Global Management,
Inc., announced today that it has amended the terms of the
Company’s previously announced cash tender offers (together, the
“Tender Offer”) and consent solicitations (together, the “Consent
Solicitation”) to purchase any and all of Tenneco Inc.’s
(“Tenneco”) outstanding 5.125% Senior Secured Notes due 2029 (the
“5.125% Notes”) and 7.875% Senior Secured Notes due 2029 (the
“7.875% Notes” and together with the 5.125% Notes, the “Notes”) to
extend the expiration date from 5:00 p.m., New York City time, on
November 14, 2022 to 5:00 p.m., New York City Time, on November 16,
2022 (as so extended, and as may be further extended, the
“Expiration Date”).
Holders have until the Expiration Date, unless
extended or earlier terminated, to tender their Notes pursuant to
the Tender Offer. Holders who validly tender Notes after the Early
Tender Date but before the Expiration Date will receive the Tender
Consideration listed below, which does not include the Early
Participation Premium. The Early Tender Date was 5:00 p.m., New
York City time, on July 19, 2022. Holders are not entitled to
withdraw previously tendered Notes or revoke Consents delivered
pursuant to the Consent Solicitation, unless otherwise required by
law.
The table below sets forth the consideration
payable in connection with the Tender Offer:
Notes |
CUSIPs |
Tender Consideration(1) |
Early Participation Premium(1)(2) |
Total Consideration (1)(2)(3) |
$800,000,0005.125% Senior Secured Notes due 2029 |
CUSIP: 880349 AT2;U88037 AG8 |
$982.50 |
$30.00 |
$1,012.50 |
$500,000,0007.875% Senior Secured Notes due 2029 |
CUSIP: 880349 AS4; U88037 AF0 |
$982.50 |
$30.00 |
$1,012.50 |
(1) For each $1,000 principal amount of Notes,
excluding accrued but unpaid interest, which interest will be paid
in addition to the Tender Consideration or Total Consideration, as
applicable.
(2) Payable only to holders who validly tendered
(and did not validly withdraw) Notes prior to the Early Tender
Date.
(3) The Early Participation Premium is included
in the Total Consideration.
According to information provided by Global
Bondholder Services Corporation, the Information and Tender Agent
for the Tender Offer, the Company has received tenders and consents
from holders of more than 99% of the total outstanding principal
amount of the 5.125% Notes, and tenders and consents from holders
of more than 98% of the total outstanding principal amount of the
7.875% Notes.
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 mid-November
2022.
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.
None of the Company, Tenneco, the Dealer
Managers and Solicitation Agents, the Information and Tender Agent,
or the trustees with respect to the Notes is making any
recommendation as to whether Holders should tender any Notes in
response to the Tender Offer. Holders must make their own decision
as to whether to tender any of their Notes and, if so, the
principal amount of Notes to tender.
This press release is for informational
purposes only and is not an offer to buy, nor the solicitation of
an offer to sell any of the Notes. No offer, solicitation or
purchase will be made in any jurisdiction in which such an offer,
solicitation or purchase would be unlawful. The Tender Offer and
Consent Solicitation is being made solely by the Statement. The
full details of the Tender Offer and Consent Solicitation,
including complete instructions on how to tender the Notes, are
included in the Statement. Holders of the Notes are strongly
encouraged to carefully read the Statement because it contains
important information.
Forward Looking Statements
The above information includes “forward looking”
statements as defined in the Private Securities Litigation Reform
Act of 1995, including statements about the Tender Offer, the
Consent Solicitation and the intended completion of the Merger.
Such statements only reflect the Company’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
based on the Company’s current expectations, estimates and
assumptions and are subject to many risks, uncertainties and
unknown future events that could cause actual results to differ
materially. Actual results may differ materially from those set
forth in this press release due to the risks and uncertainties
inherent to transactions of this nature, including, without
limitation, whether or not the Company completes the Tender Offer
and Consent Solicitation on terms currently contemplated or
otherwise and whether or not the Merger is consummated. The Company
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 September 30, 2022, Apollo had approximately $523
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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