Edgar Filing: TENNECO INC

TENNECO INC.

Date: June 6, 2016

/s/ James D. Harrington

James D. Harrington

Senior Vice President, General Counsel and Corporate Secretary

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 6, 2016 (June 6, 2016)

TENNECO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-12387

76-0515284

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS		60045
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 482-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01

OTHER EVENTS

On June 6, 2016, Tenneco Inc. announced the commencement of a cash tender offer for any and all of its outstanding 6 7/8% Senior Notes due 2020 (the “Notes”) for a purchase price of $1,038.10 for each $1,000 principal amount of Notes that are validly tendered and not validly withdrawn before the expiration time, which is scheduled to be 5:00 p.m., New York City time, on June 10, 2016.

This announcement was contained in a press release, a copy of which is filed under Item 9.01 as Exhibit 99.1 and is incorporated herein by reference. This Current Report does not constitute an offer to purchase, nor a solicitation of an offer to sell, the Notes or any other securities.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS


Exhibit No.		Description

99.1		Press release announcing commencement of tender offer, dated June 6, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.