ITEM 8.01 OTHER EVENTS.
As disclosed in a Schedule 13D/A (the "Schedule 13D/A") filed by Icahn
Enterprises L.P. and its affiliates (collectively, "IEP") on January 6, 2021,
IEP converted a portion of its Class B non-voting common stock (the "Class B
common stock") into Class A voting common stock (the "Class A common
stock"). The conversion was in accordance with IEP's existing right under the
Amended and Restated Certificate of Incorporation (the "2018 Charter") of
Tenneco Inc. (the "Company") dated October 1, 2018, to convert its Class B
common stock into Class A common stock on a one-for-one basis, provided that
IEP's aggregate holdings of the outstanding Class A common stock do not exceed
15%. The conversion does not change the Company's total number of outstanding
shares. Following the conversion and based solely on the Schedule 13D/A, IEP's
aggregate holdings of Class A common stock are not more than 15% of the
Company's outstanding Class A common stock based upon the 61,121,275 shares of
Class A Common Stock outstanding as of January 4, 2021.
IEP last converted Class B common stock into Class A common stock on April 1,
2020. Since that time, IEP sold a portion of its Class A common stock pursuant
to a Registration Statement on Form S-3 filed by the Company relating to the
resale of up to 29,444,846 shares of Class A common stock. As a result of these
sales, IEP had the right to convert more shares of Class B common stock while
staying under the 15% limit in the 2018 Charter. IEP indicated to the Company
that it intends to continue to exercise its right to convert Class B common
stock into Class A common stock from time to time following future sales of
Class A common stock, up to the 15% limit provided for in the 2018 Charter.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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