Allison Transmission Holdings, Inc. (NYSE: ALSN), announced today the sale of 25,000,000 shares of its common stock by investment funds affiliated with The Carlyle Groupand Onex Corporation (the “Sponsors”). In addition, the underwriter will have an option to purchase up to 3,750,000 additional shares from the Sponsors. All of the shares are being sold on a pro rata basis by the Sponsors, which are existing stockholders of Allison Transmission Holdings, Inc.(“Allison”), in accordance with their current interests. Allison will not receive any of the proceeds from the offering of shares by the Sponsors. Closing of the offering is expected to occur on or about April 25, 2014, subject to customary closing conditions.
Citigroup is acting as the sole underwriter for the offering. Citigroupproposes to offer the shares of common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
Following the offering, the Sponsors will continue to beneficially own an aggregate of 45,642,499 shares, or approximately 25% in the aggregate, of Allison’s outstanding common stock after giving effect to the offering (or 41,892,499 shares, or approximately 23% in the aggregate, if the underwriter fully exercises its option to purchase additional shares).
Allison has filed a registration statement (including a prospectus) with theU.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Allison has filed with the SEC for more complete information about Allison and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Citigroup will arrange to send you the prospectus if you request it by writing Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; or by telephone: 800-831-9146.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
