Filed pursuant to Rule 433
Registration Statement No. 333-200663
Final Term Sheet
December 2, 2014
TENNECO INC.
5.375% SENIOR NOTES DUE 2024
FINAL TERM SHEET
Dated: December 2, 2014
| Issuer: | Tenneco Inc. (the “Company”) | |||
| Title of Securities: | 5.375% Senior Notes due 2024 | |||
| Aggregate Principal Amount: | $225,000,000 | |||
| Maturity Date: | December 15, 2024 | |||
| Coupon: | 5.375% per annum | |||
| Issue Price: | 100% plus accrued interest, if any, from December 5, 2014 | |||
| Yield to Maturity: | 5.375% | |||
| Underwriting Discount: | 1.500% | |||
| Net Proceeds to | ||||
| Tenneco (before expenses): | $221,625,000 | |||
| Interest Payment Dates: | June 15 and December 15, beginning on June 15, 2015. | |||
| Record Dates: | June 1 and December 1 | |||
| Optional Redemption: | Make-whole call at T+50 until December 15, 2019. | |||
| On and after December 15, 2019, at the prices set forth below for the years beginning on the dates set forth below, plus accrued and unpaid interest: | ||||
| Year | Price | |||
| December 15, 2019 | 102.688% | |||
| December 15, 2020 | 101.792% | |||
| December 15, 2021 | 100.896% | |||
| December 15, 2022 and thereafter | 100.000% | |||
| Optional Redemption with Equity Proceeds: | Up to 35% at 105.375% prior to December 15, 2017 | |||
| Trade Date: | December 2, 2014 | |||
| Settlement Date: | December 5, 2014 (T+3) | |||
| Joint Book-Running Managers: | Wells Fargo Securities, LLC | |||
| Citigroup Global Markets Inc. | ||||
| Morgan Stanley & Co. LLC | ||||
| Co-Managers: | BB&T Capital Markets, a division of BB&T Securities, LLC | |||
| BBVA Securities Inc. | ||||
| Capital One Securities, Inc. | ||||
| CIBC World Markets Corp. | ||||
| Commerz Markets LLC | ||||
| HSBC Securities (USA) Inc. | ||||
| KBC Securities USA, Inc. | ||||
| PNC Capital Markets LLC | ||||
| RBS Securities Inc. | ||||
| Scotia Capital (USA) Inc. | ||||
| SMBC Nikko Securities America, Inc. | ||||
| U.S. Bancorp Investments, Inc. | ||||
| CUSIP/ISIN: | 88037E AJ0 /US88037EAJ01 | |||
| Distribution: | SEC registered | |||
The information in this term sheet supplements the Company’s preliminary prospectus supplement, dated December 2, 2014 (the “Preliminary Prospectus Supplement”). This term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the Preliminary Prospectus Supplement in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at the following number: 1-800-326-5897 or by e-mailing a request to: cmclientsupport@wellsfargo.com or by calling Citigroup Global Markets Inc. toll-free at the following number: 1-800-831-9146 or by calling Morgan Stanley & Co. LLC toll-free at the following number: 1-866-718-1649.