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Tenneco (TEN) Announces Executive Leadership Consolidation, Provides Update on Business Separation

January 7, 2020 4:33 PM

Tenneco Inc. (NYSE: TEN) (the "Company") today announced plans to streamline its leadership structure and reinforced its commitment to the planned spin-off of its Aftermarket and Ride Performance business ("DRiV") from the remaining Powertrain Technology business ("New Tenneco"). This action is part of a broader plan to accelerate the reduction of operational costs, improve cash flow performance and reduce leverage.

The Company announced that Brian Kesseler, Tenneco's Co-Chief Executive Officer and a member of the Board of Directors, will assume the newly consolidated role of Chief Executive Officer of Tenneco. Kesseler will oversee the operations of the New Tenneco business, in addition to continuing to oversee the DRiV business. Roger Wood will no longer serve as Tenneco's Co-Chief Executive Officer and is stepping down as a Director of the Company, effective immediately.

Jason Hollar will continue to serve as Executive Vice President and Chief Financial Officer of Tenneco overseeing the financial organizations of both DRiV and New Tenneco.

"On behalf of the Board of Directors, I would like to thank Roger for his dedication to Tenneco during a critical time for our company," said Gregg M. Sherrill, Chairman of the Tenneco Board. "We appreciate his service and contributions in leading the New Tenneco business as we began the integration of the Federal-Mogul acquisition. As we pursue the separation of our businesses, the Board determined that consolidating our leadership structure now will help improve Tenneco's operational efficiency and achieve our near-term financial performance objectives. We wish Roger the very best in his future endeavors."

Business Separation Update

In 2019, the Company delivered on acquisition related cost synergy targets almost a year ahead of schedule. During 2020, Tenneco will be focused on the execution of its accelerated performance improvement plan to facilitate the expected separation of the businesses. The Company intends to provide additional details on this plan when it reports full year 2019 earnings.

As previously discussed in the Company's third quarter release on October 31, 2019, current end-market conditions are affecting the Company's ability to complete a separation in the mid-year 2020 time range. The Company expects that these trends will continue throughout this year. Tenneco has made significant progress to facilitate the planned spin-off of the DRiV business and has completed all necessary system and process components required for New Tenneco and DRiV to operate independently. In this respect, the Company is ready to separate the businesses as soon as favorable conditions are present. In order to facilitate the separation, the Company continues to evaluate multiple strategic alternatives, as well as options to deleverage and mitigate the ongoing impact of challenging market conditions.

"The Tenneco Board and management team remain focused on delivering shareholder value," said Brian Kesseler, CEO of Tenneco. "While we are making tangible progress to optimize our performance and right-size our cost structure, we continue to face a volatile industry environment which has created near-term headwinds. Streamlining our leadership structure is a first step in a comprehensive plan to further expand our margins, improve cash flows and lower our leverage profile. We believe these incremental actions will better position both businesses for the planned separation. This plan is modular and specifically tailored to each division to ensure continuous improvement even after the businesses are separated."

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