Meritor Announces Extension of the Early Tender Date with Respect to Its Cash Tender Offer and Consent Solicitation for Any and All of Its 8-1/8% Notes due 2015
TROY, Mich., May 20, 2013 /PRNewswire-FirstCall/ -- Meritor, Inc. (NYSE: MTOR) announced today that it has extended the Early Tender Date with respect to its previously announced cash tender offer and consent solicitation (the "Offer and Consent Solicitation") for any and all of its 8-1/8% Notes due 2015 (CUSIP No. 043353 AC5) (the "Notes") from 5:00 p.m., New York City time, on May 17, 2013 to 5:00 p.m., New York City time, on May 23, 2013. Meritor is not extending the withdrawal date with respect to the Offer and Consent Solicitation, which occurred at 5:00 p.m. on May 17, 2013 (the "Withdrawal Date"). Accordingly, previously tendered Notes and Notes tendered after the Withdrawal Date and prior to the expiration of the Offer and Consent Solicitation may not be withdrawn. The expiration date of the Offer and Consent Solicitation remains unchanged and the Offer and Consent Solicitation is scheduled to expire at 12:01 a.m., New York City time, on June 5, 2013, unless extended.
As of 5:00 p.m., New York City time, on May 17, 2013, holders of $165,218,000 principal amount of Notes, or 65.8% of the outstanding principal amount of Notes, had tendered and not withdrawn and submitted and not revoked their consents (the "Consents") pursuant to the Offer and Consent Solicitation.
Based on the Consents received, Meritor and the trustee under the indenture governing the Notes will execute a supplemental indenture to effect the proposed amendments to the indenture governing the Notes, which will eliminate substantially all of the restrictive covenants, certain events of default and related provisions contained in the indenture. The amendments set forth in the supplemental indenture will not become operative until Meritor has accepted for purchase a majority in aggregate principal amount of such Notes.
Citigroup Global Markets Inc. is acting as the dealer manager and solicitation agent for the Offer and Consent Solicitation. Global Bondholder Services Corporation is acting as both the depositary and the information agent. Persons with questions regarding the Offer and Consent Solicitation should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. Requests for copies of the Offer to Purchase, Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 937-2200 or (collect) (212) 430-3774.
None of Meritor or its affiliates, its board of directors, the dealer manager and solicitation agent, the depositary and the information agent or the trustee for the Notes, makes any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of the Notes or any other securities in any state in which such offer, solicitation or sale would be unlawful. The Offer and Consent Solicitation is made only through the use of the Offer to Purchase and the accompanying Letter of Transmittal. The Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offer and Consent Solicitation is required to be made by a licensed broker or dealer, the Offer and Consent Solicitation will be deemed to be made on behalf of Meritor by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
About Meritor, Inc.
Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicle and industrial markets. With more than a 100-year legacy of providing innovative products that offer superior performance, efficiency and reliability, the company serves commercial truck, trailer, off-highway, defense, specialty and aftermarket customers in more than 70 countries. Meritor is based in Troy, Michigan, United States, and is made up of more than 9,000 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries. Meritor's common stock is traded on the New York Stock Exchange under the ticker symbol MTOR. For important information, visit the company's website at meritor.com.
Forward Looking Statements
This press release contains statements relating to our future results (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "estimate," "should," "are likely to be," "will" and similar expressions. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to failure to receive the Brazilian regulatory approvals required to complete the sale of our ownership stake in Suspensys Sistemas Automotivos Ltda. or to otherwise successfully complete the sale of such ownership stake; failure to consummate our debt tender offer due to financing or other conditions; reduced production for certain military programs and our ability to secure new military programs as our primary military programs wind down by design in future years; reliance on major original equipment manufacturer ("OEM") customers and possible negative outcomes from contract negotiations with our major customers, including failure to negotiate acceptable terms in contract renewal negotiations; our ability to successfully manage rapidly changing volumes in the commercial truck markets and work with our customers to adjust their demands in view of rapid changes in production levels; global economic and market cycles and conditions; availability and sharply rising costs of raw materials, including steel, and our ability to manage or recover such costs; our ability to manage possible adverse effects on our European operations, or financing arrangements related thereto, in the event one or more countries exit the European monetary union; risks inherent in operating abroad (including foreign currency exchange rates, implications of foreign regulations relating to pensions and potential disruption of production and supply due to terrorist attacks or acts of aggression); rising costs of pension and other postretirement benefits; the ability to achieve the expected benefits of restructuring actions; the demand for commercial and specialty vehicles for which we supply products; whether our liquidity will be affected by declining vehicle productions in the future; OEM program delays; demand for and market acceptance of new and existing products; successful development of new products; labor relations of our company, our suppliers and customers, including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; the financial condition of our suppliers and customers, including potential bankruptcies; possible adverse effects of any future suspension of normal trade credit terms by our suppliers; potential difficulties competing with companies that have avoided their existing contracts in bankruptcy and reorganization proceedings; potential impairment of long-lived assets, including goodwill; potential adjustment of the value of deferred tax assets; competitive product and pricing pressures; the amount of our debt; our ability to continue to comply with covenants in our financing agreements; our ability to access capital markets; credit ratings of our debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; the outcome of actual and potential product liability, warranty and recall claims; and possible changes in accounting rules; as well as other substantial costs, risks and uncertainties, including but not limited to those detailed herein and in our Annual Report on Form 10-K for the year ended September 30, 2012, as amended, and from time to time in our other filings with the SEC. See also the following portions of our Annual Report on Form 10-K for the year ended September 30, 2012, as amended: Item 1. Business, "Customers; Sales and Marketing"; "Competition"; "Raw Materials and Supplies"; "Employees"; "Environmental Matters"; "International Operations"; and "Seasonality; Cyclicality"; Item 1A. Risk Factors; Item 3. Legal Proceedings; and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements are made only as of the respective dates on which they were made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
SOURCE Meritor, Inc.