Meritor Announces Cash Tender Offer and Consent Solicitation for Any and All of Its 8-1/8% Notes due 2015
TROY, Mich., May 7, 2013 /PRNewswire-FirstCall/ — Meritor, Inc. (NYSE: MTOR), announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 8-1/8% Notes due 2015 (CUSIP No. 043353 AC5) (the “Notes”) and a solicitation of consents (the “Consents”) from each holder of the Notes to effect certain proposed amendments to the indenture governing the Notes (the “Offer and Consent Solicitation”).
The terms and conditions of the Offer and Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated May 7, 2013 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal (the “Letter of Transmittal”).
The following table summarizes the pricing terms of the Offer and Consent Solicitation:
Dollars per $1,000 Principal Amount of Securities -------------------- Title of Security CUSIP Aggregate Total Early Tender Offer Number Principal Consideration Tender Consideration Amount Payment Outstanding --- ----------- 8-1/8% Notes due 2015 043353 AC5 $251,037,000 $1,140.00 $30.00 $1,110.00
The Offer and Consent Solicitation will expire at 12:01 a.m. New York City time, on June 5, 2013, unless extended or earlier terminated (the “Expiration Date”). The consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offer and Consent Solicitation will be the tender offer consideration for the Notes set forth in the table above (the “Tender Offer Consideration”). Holders of Notes, who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on May 17, 2013, unless extended (the “Early Tender Date”) and whose Notes are accepted for purchase pursuant to the Offer and Consent Solicitation, will receive the Tender Offer Consideration for such Notes, plus the early tender payment set forth in the table above (the “Early Tender Payment” and, together with the Tender Offer Consideration, the “Total Consideration”). Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Payment.
Holders of Notes validly tendered and accepted for purchase pursuant to the Offer and Consent Solicitation will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest from the last interest payment date to, but not including, the applicable Settlement Date (as such term is defined in the Offer to Purchase).
Tendered Notes and deliveries of Consents may be withdrawn or revoked at any time at or prior to 5:00 p.m., New York City time, on May 17, 2013, unless extended (the “Withdrawal Date”). Holders of Notes who tender their Notes after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered Notes. Holders of Notes who validly tender their Notes will be deemed to have validly delivered the related Consents. Holders of Notes may not tender Notes without delivering the related Consents.
The consummation of the Offer and Consent Solicitation is not conditioned upon any minimum amount of Notes being tendered, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, among others, Meritor receiving proceeds from a debt financing transaction sufficient to purchase and pay accrued interest on all Notes validly tendered and accepted for purchase by Meritor and pay all fees and expenses in connection with the Offer and Consent Solicitation and debt financing transaction.
Citigroup Global Markets Inc. has been retained as the dealer manager and solicitation agent. Global Bondholder Services Corporation has been retained to serve 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.