Meritor, Inc. (NYSE: MTOR), announced today that it has completed the early settlement 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”). Meritor funded the early settlement with a portion of the proceeds from its $275 million offering of notes completed on May 31, 2013.
On May 30, 2013, Meritor accepted for purchase all $166,141,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 23, 2013 (the “Early Tender Date”), representing 66.18% of the outstanding principal amount of Notes. Holders of those Notes were paid the applicable Total Consideration listed in the table below, plus accrued and unpaid interest up to, but not including, the date of payment. The total cash payment made by the Company to purchase the Notes tendered through the Early Tender Date, including accrued and unpaid interest up to, but not including, May 31, 2013, was approximately $192 million. Holders who validly tender their Notes after the Early Tender Date and at or prior to the Expiration Date (as defined below) will only be eligible to receive the Tender Offer Consideration listed in the table below, plus accrued and unpaid interest up to, but not including, the date of payment.
date of payment.
|
Dollars per $1,000 Principal Amount of Securities |
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Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Total Consideration |
Early Tender Payment |
Tender Offer Consideration |
| 8-1/8% Notes due 2015 | 043353 AC5 | $251,037,000 | $1,140.00 | $30.00 | $1,110.00 |
In conjunction with the completion of the early settlement, the amendments to the indenture governing the Notes set forth in the previously executed supplemental indenture have become operative with respect to the Notes.
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”).
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.
