LAKE FOREST, Ill. -- Tenneco has commenced a private offering of $500 million of senior notes due 2020.
Concurrently with this offering, Tenneco has commenced a cash tender offer for any and all of its outstanding $500 million 8 5/8 percent senior subordinated notes due 2014 and a solicitation of consents to certain proposed amendments to the related indenture for consideration of $1,032.50 (which includes a consent fee of $30) for each $1,000 principal amount of notes validly tendered and not withdrawn before the consent expiration (expected to be 5 p.m., New York City time, on Dec. 22, 2010).

Tenneco said it intends to use the proceeds of this offering, net of related fees and expenses, together with cash on hand and available liquidity, to purchase any and all of its outstanding $500 million 8 5/8 percent senior subordinated notes tendered in the tender offer and to redeem any of such notes that are not tendered and to pay fees, premiums, expenses and accrued interest related to the tender offer or redemption. The private offering is not conditioned upon the consummation of the tender offer.

The notes will be general senior obligations of Tenneco, guaranteed by each of Tenneco’s domestic restricted subsidiaries that also guarantee Tenneco’s senior credit facility, and will mature in 2020. These guarantees will be general senior obligations of the guarantors. The notes and guarantees will not be secured by any assets of Tenneco or the guarantors.