Meritor Announces the Expiration and Final Results of Its Cash Tender Offer and Consent Solicitation for Any and All of Its 8-1/8% Notes due 2015
TROY, Mich., June 5, 2013 /PRNewswire-FirstCall/ -- Meritor, Inc. (NYSE: MTOR), announced today the expiration and final results of its previously announced cash tender offer and consent solicitation (the "Offer and Consent Solicitation") for its 8-1/8% Notes due 2015 (CUSIP No. 043353 AC5) (the "Notes"). The Offer and Consent Solicitation expired at 12:01 a.m. on June 5, 2013 (the "Expiration Date").
Meritor had previously accepted for purchase $166,141,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 23, 2013 (the "Early Tender Date").
On June 5, 2013, Meritor accepted for purchase an additional $500,000 principal amount of Notes validly tendered and not validly withdrawn after the Early Tender Date and at or prior to the Expiration Date ("Remaining Notes") for a total of $166,641,000 aggregate principal amount of Notes, representing approximately 66.38% of the principal amount of the Notes outstanding prior to the Offer and Consent Solicitation. Holders of Remaining Notes were paid the Tender Offer Consideration of $1,110 per $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the date of payment.
Meritor funded the settlement of its Offer and Consent Solicitation with a portion of the proceeds from its $275 million offering of notes completed on May 31, 2013.
Citigroup Global Markets Inc. acted as the dealer manager and solicitation agent for the Offer and Consent Solicitation. Global Bondholder Services Corporation acted as both the depositary and the information agent.
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.
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; 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, and our ability to obtain new customers; the outcome of actual and potential product liability, warranty and recall claims; 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; 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.