TENNECO INC: M&A transaction — Apollo completes $20.00/share acquisition of Tenneco; Jim Voss named CEO

At the Effective Time, each of Brian J. Kesseler, Matti Masanovich, Thomas J. Sabatino, Jr., Kaled Awada and Scott Usitalo, who were officers of Tenneco immediately prior to the Effective Time, resigned as officers of Tenneco, as the surviving entity of the Merger.

At the Effective Time, each of Brian J. Kesseler, Matti Masanovich, Thomas J. Sabatino, Jr., Kaled Awada and Scott Usitalo, who were officers of Tenneco immediately prior to the Effective Time, resigned as officers of Tenneco, as the surviving entity of the Merger.

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, Michael A. Reiss and Shahid Bosan became directors of Tenneco, as the surviving entity of the Merger.

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, Michael A. Reiss and Shahid Bosan became directors of Tenneco, as the surviving entity of the Merger.

At the Effective Time, each of Brian J. Kesseler, Matti Masanovich, Thomas J. Sabatino, Jr., Kaled Awada and Scott Usitalo, who were officers of Tenneco immediately prior to the Effective Time, resigned as officers of Tenneco, as the surviving entity of the Merger.

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, each of Brian J. Kesseler, Matti Masanovich, Thomas J. Sabatino, Jr., Kaled Awada and Scott Usitalo, who were officers of Tenneco immediately prior to the Effective Time, resigned as officers of Tenneco, as the surviving entity of the Merger.

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, pursuant to the terms of the Merger Agreement, each of Dennis J. Letham, Brian J. Kesseler, Roy V. Armes, Thomas C. Freyman, Denise Gray, Michelle A. Kumbier, James S. Metcalf, Alexsandra A. Miziolek, Charles K. Stevens III and John Stroup, each a director of Tenneco as of immediately prior to the Effective Time, ceased to be a director of Tenneco

At the Effective Time, each of Brian J. Kesseler, Matti Masanovich, Thomas J. Sabatino, Jr., Kaled Awada and Scott Usitalo, who were officers of Tenneco immediately prior to the Effective Time, resigned as officers of Tenneco, as the surviving entity of the Merger.

at the Effective Time, the board of directors of Tenneco, as the surviving entity, adopted the by-laws of Merger Sub (subject to the changes required by Section 5.9 of the Merger Agreement) as the amended and restated bylaws of Tenneco.

At the Effective Time, Tenneco’s certificate of incorporation was amended and restated in its entirety to be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (subject to the changes required by Section 5.9 of the Merger Agreement).

shares to be cancelled pursuant to Section 2.1(b) of the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement), was converted into the right to receive $20.00 in cash, without interest (the “ Merger Consideration ”); • each outstanding award of Company cash-settled performance share units (each, a “ Cash-Settled PSU ”), whether vested

On November 17, 2022, in connection with the Merger, the Company terminated and repaid in full all outstanding obligations (approximately $3.5 billion in aggregate) due under that certain Credit Agreement, dated as of October 1, 2018, among the Company, as borrower, certain subsidiary borrowers party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, restated, supplemented, waived or otherwise modified from time to time, the “ Existing Credit Agreement ”).

On November 17, 2022, the Company and Merger Sub, as initial borrower, also entered into (a) that certain Senior Secured Interim Credit Agreement with Bank of America, N.A., as administrative agent, the lenders from time to time party thereto and the other parties from time to time party thereto (the “ Secured Bridge Credit Agreement ”), which provides for a senior secured bridge term facility in an aggregate principal amount equal to approximately $1.75 billion

On November 17, 2022, Parent, the Company and Merger Sub, as initial borrower, entered into that certain First Lien Credit Agreement with Citibank, N.A., as administrative agent and collateral agent, the lenders from time to time party thereto and the other parties from time to time party thereto (the “ First Lien Credit Agreement ”), which provides for (i) a senior secured term A loan facility in an aggregate principal amount equal to $1.30 billion, (ii) a senior secured term B loan facility in an aggregate principal amount equal to $1.40 billion and (iii) a senior secured revolving credit facility in an aggregate principal amount equal to $0.60 billion.

and (b) that certain Senior Unsecured Interim Credit Agreement with Bank of America, N.A., as administrative agent, the lenders from time to time party thereto and the other parties from time to time party thereto (the “ Unsecured Bridge Credit Agreement ” and, together with the First Lien Credit Agreement and the Secured Bridge Credit Agreement, collectively, the “ Credit Agreements ”), which provides for a senior unsecured bridge term facility in an aggregate principal amount equal to approximately $1.00 billion.