---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-287303"
form_type: "8-K"
ticker: null
cik: "0001024725"
company_name: "TENNECO INC"
filed_at: "2022-11-17T23:59:59+00:00"
generated_at: "2026-06-21T16:20:58.864822+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Apollo completes $20.00/share acquisition of Tenneco; Jim Voss named CEO

## Summary
- Each Tenneco share converted to $20 cash; stock delisted from NYSE.
- Jim Voss appointed CEO effective Nov 17, 2022; brings 25+ years industrial experience.
- Tenneco becomes wholly owned subsidiary of Apollo; full board replaced.
- Existing $3.5B credit facility repaid; new $3.3B first-lien and $2.75B bridge facilities entered.
- All $725M senior unsecured notes redeemed; ~$1.29B senior secured notes purchased/called.

## SEC filing metadata
- accession: 0001193125-22-287303
- form_type: 8-K
- cik: 0001024725
- company_name: TENNECO INC
- filed_at: 2022-11-17T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 3.01, 5.01, 5.02, 5.03, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/d190359d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-287303
- JSON: https://secwatch.observer/filing/0001193125-22-287303.json
- Plain text: https://secwatch.observer/filing/0001193125-22-287303.txt

## Key facts
- Executive change
  Thomas J. Sabatino, Jr. departed as other_named_officer at TENNECO INC.
  - Action: resigned as officers
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Kaled Awada departed as other_named_officer at TENNECO INC.
  - Action: resigned as officers
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Michelle A. Kumbier departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  John Stroup departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Thomas C. Freyman departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Shahid Bosan was appointed as Director at TENNECO INC.
  - Action: became directors
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Alexsandra A. Miziolek departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Denise Gray departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Dennis J. Letham departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Michael A. Reiss was appointed as Director at TENNECO INC.
  - Action: became directors
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Brian J. Kesseler departed as other_named_officer at TENNECO INC.
  - Action: resigned as officers
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Charles K. Stevens III departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Brian J. Kesseler departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Matti Masanovich departed as other_named_officer at TENNECO INC.
  - Action: resigned as officers
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Roy V. Armes departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  James S. Metcalf departed as Director at TENNECO INC.
  - Action: ceased to be a director
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Executive change
  Scott Usitalo departed as other_named_officer at TENNECO INC.
  - Action: resigned as officers
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Governance Changes
  TENNECO INC: Tenneco's board adopted the by-laws of Merger Sub as the amended and restated bylaws of Tenneco, subject to changes required by the Merger Agreement.
  - Change: bylaw amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Governance Changes
  TENNECO INC: Tenneco's certificate of incorporation was amended and restated in its entirety to be the certificate of incorporation of Merger Sub, subject to changes required by the Merger Agreement.
  - Change: charter amendment
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- M&A Transactions
  TENNECO INC underwent a change of control involving Pegasus Holdings III, LLC for $20.00 per share in cash (closed 2022-11-17).
  - Action: change of control
  - Counterparty: Pegasus Holdings III, LLC
  - Consideration: $20.00 per share in cash
  - Closing: 2022-11-17
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Material Agreements
  TENNECO INC terminated Existing Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto valued at approximately $3.5 billion in aggregate (effective 2022-11-17).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto
  - Value: approximately $3.5 billion in aggregate
  - Effective: 2022-11-17
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Material Agreements
  TENNECO INC entered into Secured Bridge 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 valued at an aggregate principal amount equal to approximately $1.75 billion (effective 2022-11-17).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: 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
  - Value: an aggregate principal amount equal to approximately $1.75 billion
  - Effective: 2022-11-17
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Material Agreements
  TENNECO INC entered into 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 valued at an aggregate principal amount equal to $1.30 billion, $1.40 billion and $0.60 billion (effective 2022-11-17).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: 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
  - Value: an aggregate principal amount equal to $1.30 billion, $1.40 billion and $0.60 billion
  - Effective: 2022-11-17
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm
- Material Agreements
  TENNECO INC entered into Unsecured Bridge 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 valued at an aggregate principal amount equal to approximately $1.00 billion (effective 2022-11-17).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: 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
  - Value: an aggregate principal amount equal to approximately $1.00 billion
  - Effective: 2022-11-17
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1024725/000119312522287303/0001193125-22-287303-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.