Pegasus Merger Co. (the “Company”), an affiliate of certain
investment funds managed by affiliates of Apollo Global Management,
Inc. (together with its subsidiaries, “Apollo”), announced today
that it has commenced cash tender offers (collectively, the “Tender
Offer”) 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”). In
connection with the Tender Offer, the Company is soliciting the
consents of holders of the 5.125% Notes and the 7.875% Notes to
certain proposed amendments to the respective indentures governing
the Notes (collectively, the “Consent Solicitation”). Concurrently
with, but separate from the Tender Offer and the Consent
Solicitation, the Company has 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
(the “Change of Control Purchase Price”) of the Notes repurchased,
plus accrued and unpaid interest to, but excluding, the date of
purchase (collectively, the “Change of Control Offer”). The Company
is commencing the Tender Offer, the Consent Solicitation and the
Change of Control Offer in connection with, and each is expressly
conditioned upon, the acquisition of Tenneco pursuant to the
Agreement and Plan of Merger, dated February 22, 2022, by and among
Tenneco, the Company and Pegasus Holdings III, LLC, the Company’s
parent (the “Merger”).
Tender Offer and Consent
Solicitation
The Tender Offer will expire at 5:00 p.m., New
York City time, on July 26, 2022, unless extended or earlier
terminated (such date and time, as may be extended, the “Expiration
Date”). Under the terms of the Tender Offer, holders of the Notes
who validly tender their Notes and provide their consents to the
proposed amendments and do not validly withdraw their Notes and
consents at or prior to 5:00 p.m., New York City time, on July 12,
2022 (such date and time, as may be extended, the “Early Tender
Date”) will receive an amount equal to $1,012.50 per $1,000.00 in
principal amount of Notes, which amount includes an early
participation premium equal to $30.00 per $1,000.00 in
principal amount (the “Total Consideration”). Holders who validly
tender their Notes and provide their consents to the proposed
amendments after the Early Tender Date but at or prior to the
Expiration Date will receive an amount equal to $982.50 per
$1,000.00 in principal amount (the “Tender Consideration”).
Notes |
USIPs |
TenderConsideration(1) |
Early ParticipationPremium(1)(2) |
TotalConsideration(1)(2)(3) |
$800,000,000 5.125% SeniorSecured Notes due 2029 |
CUSIP: 880349 AT2 / U88037 AG8 |
$982.50 |
$30.00 |
$1,012.50 |
$500,000,000 7.875% SeniorSecured 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 tender (and do not validly
withdraw) Notes prior to the Early Tender Date.(3) The Early
Participation Premium is included in the Total Consideration.
Holders whose Notes are accepted in the Tender
Offer will also be paid accrued and unpaid interest, if any, on the
Notes to, but not including, the settlement date. Holders
should note that
the
Total Consideration is higher than,
and the Tender Consideration is
lower than, the Change
of Control
Purchase Price
under the Change
of Control
Offer. The procedures for tendering Notes in the
Tender Offer and in the Change of Control Offer are separate. Notes
tendered in the Tender Offer may not be validly tendered in the
Change of Control Offer for the related series of Notes, and Notes
tendered in the Change of Control Offer may not be validly tendered
in the Tender Offer for the related series of Notes.
The purpose of the Consent Solicitation and
proposed amendments is to eliminate the requirement to make a
“Change of Control Offer” for the Notes in connection with the
Merger and make certain other customary changes for a
privately-held company to the “Change of Control” provisions in the
indentures governing the Notes. Holders may not tender their Notes
in the Tender Offer without delivering their consents under the
related Consent Solicitation, and holders may not deliver their
consents under the Consent Solicitation without tendering their
Notes pursuant to the related Tender Offer. If the requisite
consents to approve the proposed amendments with respect to a
series of Notes are received (and a supplemental indenture to the
related indenture giving effect to the proposed amendments is
executed), the Company expects to terminate the Change of Control
Offer for such series of 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 receipt of requisite consents for
both series of Notes,
the consummation of the
Merger and a
financing condition. The Company
reserves the right, at its sole discretion, to waive any and all
conditions to the Tender Offer. Complete details of the terms and
conditions of the Tender Offer and the Consent Solicitation are
included in the Company’s offer to purchase and consent
solicitation, dated June 27, 2022. The Merger is expected to close
in the second half of 2022, and the Company expects the
consummation of the Tender Offer and the Consent Solicitation to
coincide with the closing of the Merger. The consummation of the
Merger, or any related financing, is not conditioned upon, either
directly or indirectly, the consummation of the Tender Offer or the
receipt of the requisite consents in the Consent Solicitation.
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 and Citigroup Global Markets Inc. will act 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.
Change of Control Offer
The Change of Control Offer is being made in
connection with, and is expressly conditioned upon, the
consummation of the Merger. The consummation of the Merger will
constitute a “Change of Control” under each of the respective
indentures governing the Notes. Following such a Change of Control,
Section 415 of the respective indentures governing the Notes
requires Tenneco to make an offer to purchase at a purchase price
in cash equal to the Change of Control Purchase Price, plus accrued
and unpaid interest up to, but not including, the date of purchase.
The Company, however, is permitted to make a Change of Control
Offer in advance of the Change of Control if a definitive agreement
for such Change of Control is in place at the time the offer is
made.
The Change of Control Offer will expire at 5:00
p.m., New York City time, on July 26, 2022, unless extended or
earlier terminated. The Merger is expected to close in the second
half of 2022, and the Company intends to extend the expiration time
to have the purchase date in the Change of Control Offer coincide
with the closing of the Merger. If the requisite consents to
approve the proposed amendments with respect to a series of Notes
are received (and a supplemental indenture to the related indenture
giving effect to the proposed amendments is executed), the Company
expects to terminate the Change of Control Offer for such series of
Notes.
The consummation of the Merger is not
conditioned upon, either directly or indirectly, the consummation
of the Change of Control Offer.
Holders who do not tender their Notes in the
Change of Control Offer, or who tender their Notes in the Change of
Control Offer but validly withdraw such Notes, may tender their
Notes in the Tender Offer. Holders
should note that
the Total
Consideration is
higher than, and
the Tender Consideration
is lower than, the Change of
Control Purchase Price under the
Change of
Control Offer.
This press release neither constitutes a notice
of Change of Control Offer as required by the respective indentures
governing the Notes, nor does it constitute an offer to purchase,
or a solicitation of an offer to sell or a solicitation of consents
with respect to, any security. No offer, solicitation or purchase
will be made in any jurisdiction in which such an offer,
solicitation or purchase would be unlawful.
Requests for information or additional copies of
the change of control offer to purchase, dated June 27, 2022, may
be directed to Global Bondholder Services Corporation, the
Information and Tender Agent, at (866) 654-2015 or (212) 430-3774
(Banks and Brokers).
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 proposed Tender Offer
and Consent Solicitation, the proposed Change of Control Offer 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 proposed Tender Offer and Consent Solicitation or
Change of Control Offer 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 March 31, 2022, Apollo had approximately $513
billion of assets under management. To learn more, please visit
www.apollo.com.
Apollo ContactsFor 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
Apollo Global Management (NYSE:APO)
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