Obligation Tennaco Inc 5.375% ( US88037EAJ01 ) en USD

Tennaco Inc

100 % ▲

Etas-Unis

US88037EAJ01 ( en USD )

5.375% par an ( paiement semestriel )

14/12/2024 - Obligation échue

Prospectus brochure de l'obligation Tenneco Inc US88037EAJ01 en USD 5.375%, échue

2 000 USD

225 000 000 USD

88037EAJ0

B- ( Très spéculatif )

Caa1 ( Risque élevé )

Tenneco Inc. est une entreprise mondiale de technologie de mobilité qui conçoit, fabrique et commercialise des systèmes d'échappement, des systèmes de contrôle des émissions et des technologies de suspension pour les véhicules légers et commerciaux.

L'Obligation émise par Tennaco Inc ( Etas-Unis ) , en USD, avec le code ISIN US88037EAJ01, paye un coupon de 5.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2024

L'Obligation émise par Tennaco Inc ( Etas-Unis ) , en USD, avec le code ISIN US88037EAJ01, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par Tennaco Inc ( Etas-Unis ) , en USD, avec le code ISIN US88037EAJ01, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed pursuant to Rule 424(b)(2)
Registration No. 333-200663
CALCULATION OF REGISTRATION FEE

Title of Class of Securities
Maximum Aggregate
Amount of
to be Registered

Offering Price

Registration Fee
5 3/8% Senior Notes due 2024

$225,000,000

$26,145 (1)
Guarantees of 5 3/8% Senior Notes due 2024

--

-- (2)

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Act").
(2)
Pursuant to Rule 457(n) of the Act, no separate filing fee is payable in respect of the guarantees.
Table of Contents

PROSPECTUS SUPPLEMENT

(to Prospectus dated December 1, 2014)

Tenneco Inc.
$225,000,000
5 3/8% Senior Notes due 2024

We are offering $225,000,000 of our 5 3/8% Senior Notes due 2024 (the "notes"). We will pay interest on the notes on June 15 and December 15 of
each year, beginning June 15, 2015. The notes will mature on December 15, 2024. The notes will be redeemable, in whole or in part, at any time
on or after December 15, 2019 and at the redemption prices specified under "Description of the Notes--Redemption" plus accrued and unpaid
interest to, but not including, the redemption date. At any time prior to December 15, 2019, we may, at our option, redeem some or all of the notes
at a make-whole price, plus accrued and unpaid interest, to, but not including, the redemption date. We also may redeem up to 35% of the
aggregate principal amount of notes prior to December 15, 2017 with the net cash proceeds from certain equity offerings. If we experience certain
kinds of changes of control, we must offer to purchase all of the notes outstanding at 101% of the aggregate principal amount of the notes
purchased, plus accrued and unpaid interest.
The notes will be unsecured and will rank equal in right of payment with all of our existing and future unsubordinated indebtedness and will rank
senior to all of our existing and future subordinated debt. The notes will be effectively subordinated to all of our existing and future secured
indebtedness, to the extent of the value of the assets securing such indebtedness. Each of our existing and future material domestic wholly-owned
subsidiaries that guarantee our existing senior secured credit facility will unconditionally guarantee the notes with guarantees that will be
unsecured and rank equal in right of payment to all existing and future unsubordinated indebtedness of such subsidiaries.
The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Investing in our notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus
supplement and included in the accompanying prospectus before buying the notes. You should
also consider the risk factors described in the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus.

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Per Note
Total

Initial price to public(1)

100.0%
$225,000,000
Underwriting discounts and commissions

1.500%

$3,375,000
Proceeds, before expenses, to us

98.50%
$221,625,000

(1) Plus accrued interest, if any, from December 5, 2014, if settlement occurs after that date.
The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any securities exchange.
None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors through the book-entry delivery system of The Depository Trust Company ("DTC")
for the account of its participants, including Clearstream Banking, société anonyme ("Clearstream") and the Euroclear Bank S.A./N.V.
("Euroclear"), on or about December 5, 2014.

Joint Book-Running Managers

Wells Fargo Securities
Citigroup
Morgan Stanley

Co-Managers

BB&T Capital Markets

BBVA

Capital One Securities

CIBC

COMMERZBANK

HSBC

KBC SECURITIES USA

PNC Capital Markets LLC

RBS

Scotiabank

SMBC Nikko

US Bancorp

The date of this prospectus supplement is December 2, 2014.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-ii
TRADEMARKS AND TRADE NAMES
S-iv
MARKET AND INDUSTRY DATA
S-iv
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-13
CAPITALIZATION
S-14
DESCRIPTION OF THE NOTES
S-15
BOOK-ENTRY, DELIVERY AND FORM OF NOTES
S-56
CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
S-59
UNDERWRITING
S-63
LEGAL MATTERS
S-66
Prospectus

ABOUT THIS PROSPECTUS

1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

1
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS

2
THE COMPANY

2
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

3
RISK FACTORS

3
USE OF PROCEEDS

3
DESCRIPTION OF DEBT SECURITIES

3
PLAN OF DISTRIBUTION

6
LEGAL MATTERS

6
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EXPERTS

6
WHERE YOU CAN FIND MORE INFORMATION

6

You should rely only on the information contained in or incorporated by reference in this prospectus supplement or the accompanying
prospectus and any free writing prospectus we have authorized for use in connection with this offering. We have not, and the underwriters
have not, authorized any other person to provide you with information that is different. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer of the notes in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement,
the accompanying prospectus, any free writing prospectus, or the documents incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus is accurate as of any date other than their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.
Before you invest in our notes, you should read the registration statement described in the accompanying prospectus (including the
exhibits thereto) of which this prospectus supplement and the accompanying prospectus form a part, as well as this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. The documents incorporated by reference are described under "Documents incorporated by reference into this
prospectus" and "Where you can find more information" in the accompanying prospectus.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the notes we are offering and
certain other matters relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information
about securities we may offer from time to time, some of which may not apply to the notes we are offering. You should read this prospectus
supplement along with the accompanying prospectus, as well as the documents incorporated by reference. If the description of the offering varies
between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement or the documents incorporated by reference into this prospectus supplement constitute
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, concerning, among other things, the
prospects and developments of our company and business strategies for our operations, all of which are subject to risks and uncertainties. These
forward-looking statements are included in various sections of this prospectus supplement and the documents incorporated by reference herein.
They are identified as "forward-looking statements" or by their use of terms (and variations thereof) such as "will," "may," "can," "anticipate,"
"intend," "continue," "estimate," "expect," "plan," "should," "outlook," "believe" and "seek," and similar terms (and variations thereof) and
phrases.
Our actual results may differ materially from those anticipated in these forward-looking statements. These forward-looking statements are
affected by risks, uncertainties and assumptions that we make, including among other things, the factors that are described in "Risk Factors" and:

· general economic, business and market conditions;

· our ability to source and procure needed materials, components and other products and services in accordance with customer demand and

at competitive prices;

· the cost and outcome of existing and any future claims, legal proceedings or investigations, including, but not limited to, any of the

foregoing arising in connection with the ongoing global antitrust investigation, product performance, product safety or intellectual property
rights;

· changes in capital availability or costs, including increases in our cost of borrowing (i.e., interest rate increases), the amount of our debt,

our ability to access capital markets at favorable rates, and the credit ratings of our debt;

· changes in consumer demand, prices and our ability to have our products included on top selling vehicles, including any shifts in

consumer preferences away from light trucks, which tend to be higher margin products for our customers and us, to other lower margin
vehicles, for which we may or may not have supply arrangements;

· changes in consumer demand for our automotive, commercial or aftermarket products, or changes in automotive and commercial vehicle

manufacturers' production rates and their actual and forecasted requirements for our products, due to difficult economic conditions, such
as the prolonged recession in Europe;

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· the overall highly competitive nature of the automobile and commercial vehicle parts industries, and any resultant inability to realize the

sales represented by our awarded book of business (which is based on anticipated pricing and volumes over the life of the applicable
program);

· the loss of any of our large original equipment manufacturer ("OEM") customers (on whom we depend for a substantial portion of our

revenues), or the loss of market shares by these customers if we are unable to achieve increased sales to other OEMs or any change in
customer demand due to delays in the adoption or enforcement of worldwide emissions regulations;

· our ability to successfully execute cash management and other cost reduction plans, including our current European cost reduction

initiatives, and to realize anticipated benefits from these plans;

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· industrywide strikes, labor disruptions at our facilities or any labor or other economic disruptions at any of our significant customers or

suppliers or any of our customers' other suppliers;

· increases in the costs of raw materials, including our ability to successfully reduce the impact of any such cost increases through materials

substitutions, cost reduction initiatives, customer recovery and other methods;

· the negative impact of higher fuel prices on transportation and logistics costs, raw material costs and discretionary purchases of vehicles or

aftermarket products;

· the cyclical nature of the global vehicle industry, including the performance of the global aftermarket sector and the impact of vehicle

parts' longer product lives;

· costs related to product warranties and other customer satisfaction actions;

· the failure or breach of our information technology systems, including the consequences of any misappropriation, exposure or corruption of

sensitive information stored on such systems and the interruption to our business that such failure or breach may cause;

· the impact of consolidation among vehicle parts suppliers and customers on our ability to compete;

· changes in distribution channels or competitive conditions in the markets and countries where we operate, including the impact of changes

in distribution channels for aftermarket products on our ability to increase or maintain aftermarket sales;

· economic, exchange rate and political conditions in the countries where we operate or sell our products;

· customer acceptance of new products;

· new technologies that reduce the demand for certain of our products or otherwise render them obsolete;

· our ability to introduce new products and technologies that satisfy customers' needs in a timely fashion;

· our ability to realize our business strategy of improving operating performance;

· our ability to successfully integrate any acquisitions that we complete and effectively manage our joint ventures and other third-party

relationships;

· changes by the Financial Accounting Standards Board or the SEC of authoritative generally accepted accounting principles or policies;

· changes in accounting estimates and assumptions, including changes based on additional information;

· any changes by the International Organization for Standardization or other such committees in their certification protocols for processes

and products, which may have the effect of delaying or hindering our ability to bring new products to market;

· the impact of the extensive, increasing and changing laws and regulations to which we are subject, including environmental laws and

regulations, which may result in our incurrence of environmental liabilities in excess of the amount reserved;

· the potential impairment in the carrying value of our long-lived assets and goodwill or our deferred tax assets;

· potential volatility in our effective tax rate;

· natural disasters, such as the 2011 earthquake in Japan and flooding in Thailand, and any resultant disruptions in the supply or production

of goods or services to us or by us or in demand by our customers;

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· acts of war and/or terrorism, as well as actions taken or to be taken by the United States and other governments as a result of further acts or

threats of terrorism, and the impact of these acts on economic, financial and social conditions in the countries where we operate; and

· the timing and occurrence (or non-occurrence) of other transactions, events and circumstances which may be beyond our control.
The risks included here are not exhaustive. Refer to Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31,
2013, as updated by our subsequent Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and the other documents incorporated by
reference herein, for further discussion regarding our exposure to risks.
Where, in any forward-looking statement, we or our management expresses an expectation or belief as to future results, we express that
expectation or belief in good faith and believe it has a reasonable basis, but we can give no assurance that the statement of expectation or belief will
result or be achieved or accomplished.
You should be aware that any forward-looking statement made by us in this prospectus supplement or in the documents incorporated by
reference into this prospectus supplement or the accompanying prospectus, or elsewhere, speaks only as of the date on which we make it. New risks
and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. Except as otherwise
required to be disclosed in periodic reports required to be filed by public companies with the SEC pursuant to the SEC's rules, we have no duty to
update or revise these forward-looking statements. In light of these risks and uncertainties, you should keep in mind that any scenarios or results
contained in any forward-looking statement made in this prospectus supplement or the accompanying prospectus or in the documents incorporated
by reference into this prospectus supplement or the accompanying prospectus or elsewhere might not occur.
TRADEMARKS AND TRADE NAMES
We hold a number of domestic and foreign patents and trademarks relating to our products and businesses. We manufacture and distribute
our aftermarket products primarily under the Walker® and Monroe® brand names, which are well-recognized in the marketplace and are registered
trademarks. We also market certain of our clean air products to OEMs under the names SOLID SCRTM and XNOxTM. The patents, trademarks and
other intellectual property owned by or licensed to us are important in the manufacturing, marketing and distribution of our products. Other
trademarks, service marks and trade names appearing in this prospectus supplement are the property of their respective owners. Solely for
convenience, trademarks and trade names referred to in this prospectus supplement may appear without the ® or TM symbols, but such references
are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensor to these trademarks and trade names.
MARKET AND INDUSTRY DATA
In addition to the industry, market and competitive position data referenced throughout this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein or therein that are derived from our own internal estimates and research, some
market data and other statistical information used throughout this prospectus supplement, the accompanying prospectus or documents incorporated
by reference herein and therein are based in part upon third party industry publications, studies and surveys, which generally state that they have
been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we
believe that each of these publications, studies and surveys is prepared by reputable sources, we have not independently verified market and
industry data from third party sources. Estimates are inherently uncertain, involve risks and uncertainties and are subject to change based on various
factors, including those discussed under the caption "Risk Factors" in this prospectus supplement and the accompanying prospectus.

S-iv
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere in this prospectus supplement or incorporated by reference in the
accompanying prospectus. It is not complete and does not contain all of the information that you should consider before making an investment
decision. We urge you to read all of this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
carefully, including the financial statements and notes to those financial statements incorporated by reference. Please read "Risk Factors" for
more information about important risks that you should consider before investing in the notes. Unless the context otherwise indicates, when
we refer to "Tenneco," "we," "us," "our" and "ours," we are describing Tenneco Inc., together with its subsidiaries.
Our Company
We are one of the world's leading manufacturers of clean air and ride performance products and systems for light vehicle, commercial
truck and off-highway applications. We serve both original equipment vehicle designers and manufacturers and the repair and replacement
markets, or aftermarket, globally through leading brands, including Monroe®, Rancho®, Clevite® Elastomers, Marzocchi®, AxiosTM,
KineticTM and Fric-RotTM ride performance products and Walker®, XNOxTM, FonosTM, DynoMax®, and ThrushTM clean air products. We
serve more than 65 different original equipment manufacturers and commercial truck and off-highway engine manufacturers, and our products
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are included on nine of the top 10 car models produced for sale in Europe and eight of the top 10 light truck models produced for sale in North
America for 2013. Our aftermarket customers are comprised of full-line and specialty warehouse distributors, retailers, jobbers, installer
chains and car dealers. As of December 31, 2013, we operated 89 manufacturing facilities worldwide and employed approximately 26,000
people to service our customers' demands.
We were incorporated in the state of Delaware in 1996. Our principal executive offices are located at 500 North Field Drive, Lake
Forest, Illinois 60045. Our telephone number is (847) 482-5000 and our website can be accessed at www.tenneco.com. Information contained
on our website does not constitute part of this prospectus supplement or the accompanying prospectus.
Recent Developments
Refinancing Our Existing Senior Secured Credit Facility
On November 13, 2014, we launched a process to amend and restate (the "new senior secured credit facility") our credit agreement dated
as of March 22, 2012 (as amended, modified or supplemented from time to time, the "existing senior secured credit facility").
We anticipate that the timing of entry into our new senior secured credit facility will be shortly following the completion of the offering
of the notes and prior to the end of the fourth quarter of fiscal 2014. We expect that our new senior secured credit facility, if executed, will
lower annual interest expense and increase the size and extend the term of the credit facility. We also anticipate that our new senior secured
credit facility will include other terms that are similar to those in our existing senior secured credit facility.
The foregoing reflects only our current expectations. It is possible, however, that we will not enter into a new senior secured credit
facility or, if we do, it is possible that the terms of our new senior secured credit facility may differ, perhaps substantially, from those we
expect.
Tender Offer and Consent Solicitation
On November 20, 2014, we launched a tender offer to purchase for cash, subject to certain terms and conditions, any and all of our $225
million 7 3/4% Senior Notes due 2018 (the "7 3/4% senior notes"). Holders who validly tender their 7 3/4% senior notes and provide their
consents to certain amendments to the related indenture prior to 5:00 p.m., New York City time, on December 4, 2014, unless such date is
extended or

S-1
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earlier terminated, will be entitled to receive the total consideration of $1,043.50, payable in cash for each $1,000 principal amount of 7 3/4%
senior notes accepted for payment, which includes a consent payment of $30.00 per $1,000 principal amount of 7 3/4% senior notes accepted
for payment. Holders who validly tender their 7 3/4% senior notes after 5:00 p.m., New York City time, on December 4, 2014, but on or prior
to 12:01 a.m., New York City time, on December 19, 2014 will receive $1,013.50 for each $1,000 principal amount of 7 3/4% senior notes
accepted for purchase, which amount is equal to the total consideration less the consent payment. Accrued and unpaid interest, up to, but not
including, the applicable settlement date will be paid in cash on all validly tendered and accepted 7 3/4% senior notes. The tender offer and
related consent solicitation will be made solely by the Offer to Purchase and Consent Solicitation Statement related thereto.
This offering is not conditioned upon the consummation of the tender offer. This prospectus supplement relates only to the offering of the
notes and is not an offer to buy or a solicitation of an offer to sell or furnish a consent with respect to any of the 7 3/4% senior notes. We
cannot assure you that the tender offer will be consummated in accordance with its terms, or at all, or that a significant principal amount of the
7 3/4% senior notes will be retired and cancelled pursuant to the tender offer.
If the tender offer is consummated, we currently intend to exercise our right under the indenture governing the 7 3/4% senior notes to
redeem any such notes that remain outstanding afterwards at 103.875% of the principal amount, plus accrued and unpaid interest, although we
have no legal obligation to do so pursuant to the tender offer and selection of any particular redemption date is in our discretion.
If fully subscribed as of 5:00 p.m., New York City time, on December 4, 2014, we expect that the tender offer will cost approximately
$240 million (including the consent payment, fees and expenses related to the tender offer and accrued and unpaid interest up to the date of
payment) and we expect to record a charge in the fourth quarter of approximately $13 million in respect of the solicitation of consents and
purchase of our 7 3/4% senior notes.
In connection with the tender offer, we have retained Wells Fargo Securities, LLC as dealer manager and solicitation agent.

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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It may not contain all of the
information that is important to you. Certain terms and conditions described below are subject to important limitations and exceptions. For a
more complete description of the terms of the notes, see the "Description of the Notes" section of this prospectus supplement.

Issuer
Tenneco Inc.

Notes Offered
$225,000,000 aggregate principal amount of 5 3/8% Senior Notes due 2024

Maturity Date
December 15, 2024

Interest Rate
Annual rate: 5.375%, accruing from the issue date of the notes.

Interest Payment Date
Payment frequency: every six months on June 15 and December 15.

First payment: June 15, 2015

Subsidiary Guarantees
Each of our material domestic wholly-owned subsidiaries that guarantee our existing
senior secured credit facility will also unconditionally guarantee the notes. These
subsidiary guarantees will be general senior obligations of the guarantors and will rank
equal in right of payment with all other existing and future unsubordinated
indebtedness of the respective guarantors and senior in right of payment to existing and
future subordinated indebtedness of the respective guarantors. The subsidiary
guarantees will not be secured by any assets of the guarantors. Accordingly, the
subsidiary guarantees are effectively junior in right of payment to all existing and
future senior secured debt of the guarantors to the extent of the value of the collateral
securing such indebtedness. Subject to limited exceptions, future domestic subsidiaries
will also be required to guarantee the notes in certain circumstances, including if they
also guarantee our existing senior secured credit facility.

Ranking
The notes and the subsidiary guarantees will be general senior obligations of us and the
guarantors and will rank equal in right of payment with all other existing and future
unsubordinated indebtedness of us and the guarantors and senior in right of payment to
all existing and future subordinated indebtedness. The notes and the subsidiary
guarantees will not be secured by any assets of us or the guarantors. Accordingly, the
notes and the subsidiary guarantees will be effectively junior in right of payment to all
existing and future senior secured debt of us and the guarantors to the extent of the
value of the collateral securing such indebtedness. The notes will also be effectively
junior in right of payment to all existing and future liabilities, including trade payables,
of our foreign subsidiaries, which will not guarantee the notes, and of those of our
domestic subsidiaries that do not guarantee the notes.

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As of September 30, 2014, on an as adjusted basis after giving effect to this offering

and the use of proceeds therefrom, we would have had outstanding:

· $225 million of notes offered hereby;

· $1,091 million of other unsubordinated indebtedness, including $427 million of
loans outstanding under our existing senior secured credit facility, comprised of
$213 million of tranche A term loan and $214 million of revolving loans, and $82
million in outstanding letters of credit under the revolving credit facility, which

amounts under our existing senior secured credit facility are secured and guaranteed
on a senior secured basis by our material domestic wholly-owned subsidiaries,
which would have been effectively senior in right of payment to the notes offered
hereby to the extent of the value of the collateral securing such indebtedness; and
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· $554 million of unused capacity under the revolving credit facility, all of which is
secured and guaranteed on a senior secured basis by our material domestic wholly-

owned subsidiaries and all of which, if drawn, would have been effectively senior in
right of payment to the notes offered hereby to the extent of the value of the
collateral securing such indebtedness.

As of September 30, 2014, on an as adjusted basis after giving effect to this offering

and the use of proceeds therefrom, our non-guarantor subsidiaries would have had
$1,491 million of liabilities outstanding on their balance sheets.

The foregoing amounts do not include $225 million of the 7 3/4% senior notes that will

be purchased or redeemed using the net proceeds of the offering of the notes and cash
on hand or available liquidity.

Optional Redemption
We may, at our option, redeem some or all of the notes at any time on or after
December 15, 2019 at certain fixed redemption prices, plus accrued and unpaid
interest, if any, to, but not including, the redemption date.

At any time prior to December 15, 2019, we may, at our option, redeem some or all of

the notes at a make-whole price, plus accrued and unpaid interest, to, but not
including, the redemption date.

In addition, prior to December 15, 2017, we may, at our option, redeem up to 35% of
the aggregate principal amount of the notes with the net cash proceeds of certain equity

offerings at certain redemption prices, plus accrued and unpaid interest, if any, to, but
not including, the redemption date.

The redemption prices and the calculation of the make-whole price are described in the

section "Description of the Notes--Redemption."

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Change of Control
Upon the occurrence of a change of control (as defined under "Description of the Notes
--Change of Control" in this prospectus supplement), we will be required to make an
offer to purchase the notes. The purchase price will equal 101% of the principal
amount of the notes on the date of purchase, plus accrued and unpaid interest, if any, to
the date of purchase. We may not have enough funds available at the time of a change
of control to make any required debt payment (including purchases of the notes).

Certain Covenants
The indenture governing the notes contains covenants that, among other things, limit
the ability of us and our restricted subsidiaries to:

· incur additional indebtedness or contingent obligations;

· pay dividends or make distributions to our shareholders;

· purchase or redeem our equity interests;

· make investments;

· create liens;

· enter into transactions with our affiliates;

· sell assets; and

· merge or consolidate with, or dispose of substantially all of our assets to, other

companies.

These covenants are subject to a number of important limitations and exceptions that

are described later in this prospectus supplement under the caption "Description of the
Notes--Certain Covenants."

During any period that the credit rating on the notes, as determined by either Moody's
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Investors Service or Standard and Poor's Ratings Services, equals or exceeds Baa3 or
BBB-, respectively, and no default or event of default has occurred and is continuing,
we will not be subject to most of the restrictive covenants and corresponding events of

default contained in the indenture. Any restrictive covenants or corresponding events
of default that cease to apply as a result of achieving these ratings will be restored if at
least one of the credit ratings on the notes does not remain at or above these thresholds.
See "Description of Notes--Covenant Suspension."

Use of Proceeds
We intend to use the proceeds of this offering net of related fees and expenses,
together with cash on hand or available liquidity, to purchase any and all of our
outstanding $225 million 7 3/4% senior notes tendered in the tender offer and to
redeem any of such 7 3/4% senior notes that are not tendered. This offering is not
conditioned upon the consummation of the tender offer. See "Use of Proceeds."

Risk Factors
You should carefully consider the information set forth under "Risk Factors" before
deciding to invest in the notes.

S-5
Table of Contents
Summary Historical Consolidated Financial Data
The following summary historical consolidated financial data as of and for the years ended December 31, 2011, 2012 and 2013 were
derived from the audited financial statements of Tenneco Inc. and its consolidated subsidiaries. The following summary historical consolidated
financial data as of and for each of the nine months ended September 30, 2014 and 2013 were derived from our unaudited condensed financial
statements. In our opinion, the summary historical consolidated financial data as of and for the nine months ended September 30, 2014 and
2013 include all adjusting entries, consisting only of normal recurring adjustments, necessary to present fairly the information set forth therein.
The following information should be read in conjunction with "Use of Proceeds," "Capitalization" and our historical consolidated
financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations"
included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2014, June 30, 2014 and September 30, 2014, incorporated by reference herein.

Nine Months Ended

Year Ended December 31,

September 30,

2011
2012
2013
2013
2014

(Millions except share and per share amounts)

(audited)

(unaudited)

Statements of income data:

Net sales and operating revenues

$ 7,205
$ 7,363
$ 7,964
$
5,933
$
6,416

Cost of sales (exclusive of depreciation and amortization
shown below)

6,037
6,170
6,734

5,031

5,340
Goodwill impairment charge

11

--

--

--

--
Engineering, research and development

133

126

144

103

126
Selling, general and administrative

428

427

453

337

379
Depreciation and amortization of intangibles

207

205

205

151

155
Other income (expense)

(10)

(7)

(4)

(5)

(7)

Income (loss) before interest expense, income taxes, and
noncontrolling interests

379

428

424

306

409
Interest expense (net of interest capitalized)

108

105

80

60

58
Income tax expense

88

19

122

89

117
Net income (loss)

$
183
$
304
$
222
$
157
$
234

Less: Net income attributable to noncontrolling interests

26

29

39

28

29

Net income (loss) attributable to Tenneco, Inc.

$
157
$
275
$
183
$
129
$
205

Balance sheet data:

Total assets

$ 3,337
$ 3,608
$ 3,830
$
4,099
$
4,232
Short-term debt

66

113

83

131

111
Long-term debt

1,158
1,067
1,019

1,226

1,187
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424B2
Redeemable noncontrolling interests

12

15

20

15

28
Total Tenneco Inc. shareholders' equity

--

246

433

380

613
Noncontrolling interests

43

45

39

44

35

Total equity

$
43
$
291
$
472
$
424
$
648
Statement of cash flows data:

Net cash provided by operating activities

$
245
$
365
$
503
$
91
$
89
Cash payments for plant, property and equipment

(213)

(256)

(244)

(178)

(262)
Net cash used by investing activities

(224)

(273)

(266)

(196)

(273)
Net cash provided (used) by financing activities

(26)

(89)

(175)

160

190

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Table of Contents
RISK FACTORS
Investing in the notes involves risks. In addition to the risk factors disclosed in the accompanying prospectus, you should carefully consider
the risk factors set forth below as well as the other information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus before investing in the notes. Any of the following risks could materially and adversely affect our business, financial
condition or results of operations. In such a case, you may lose all or part of your investment. The risks described below are not the only risks
facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely
affect our business, financial condition or results of operations.
Risks Relating to the Notes
Our substantial debt could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in
the economy or our industry and prevent us from making payments on the Notes.
We are a highly leveraged company. As of September 30, 2014, on an as adjusted basis after giving effect to this offering and the use of
proceeds therefrom, we would have had $427 million of indebtedness outstanding under our existing senior secured credit facility, with $554
million of unused capacity under the revolving credit facility, approximately $82 million in outstanding letters of credit under our revolving credit
facility and $213 million in outstanding tranche A term loans and $889 million principal amount of other unsubordinated indebtedness outstanding.
The foregoing amounts do not include $225 million of the 7 3/4% senior notes that will be purchased or redeemed using the net proceeds of the
offering of the notes and cash on hand or available liquidity. Our substantial amount of debt requires significant interest payments. We also incur
additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other general corporate
purposes.
This level of indebtedness could have important consequences for you, including the following:

· a significant portion of our cash flow from operations is dedicated to the repayment of our indebtedness and would not be available for

other purposes;

· it may make us more vulnerable to downturns in our business or the economy;

· our ability to meet the debt service requirements of our indebtedness could make it more difficult for us to make payments on the notes;

and

· there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain

additional financing, as needed.
Despite our substantial indebtedness, we may still be able to incur significantly more debt, including debt that is secured by our assets. This
could intensify many of the risks described herein.
The terms of our existing senior secured credit facility, the indenture governing the notes offered hereby and our other senior notes and the
agreements governing our other indebtedness limit, but do not prohibit, us and our subsidiaries from incurring significant additional indebtedness
in the future. In addition, the covenants under our debt agreements would allow us to borrow a significant amount of additional indebtedness,
including secured indebtedness. The more we become leveraged, the more we, and in turn our security holders, become exposed to many of the
risks described herein.
Your right to receive payments on the notes and subsidiary guarantees is effectively junior to our and the guarantors' senior debt that is
secured.
Payment on the notes and subsidiary guarantees will be effectively junior in right of payment to all of our and the guarantors' senior debt that
is secured, including our existing senior secured credit facility.
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