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Published on 9/25/2017 in the Prospect News Convertibles Daily.

Meritor greenshoe exercise grows 3.25% convertibles to $325 million

By Angela McDaniels

Tacoma, Wash., Sept. 25 – The underwriters of Meritor Inc.’s 3.25% convertible senior notes due 2037 exercised their $25 million over-allotment option in full, increasing the size of the issue to $325 million.

As previously reported, the company priced $300 million of the convertibles on Sept. 19 at par with an initial conversion premium of 60%. Pricing came in line with the initial price talk.

BNP Paribas Securities Corp., BofA Merrill Lynch, J.P. Morgan Securities LLC, RBC Capital Markets LLC and PNC Capital Markets LLC are the joint bookrunners of the Rule 144A deal.

Holders can convert their bonds through July 15, 2037 – other than during the period from July 15, 2025 to the close of business on the business day immediately preceding Oct. 15, 2025 – only in certain circumstances. From July 15, 2025 to the close of business on the business day immediately preceding Oct. 15, 2025 and on or after July 15, 2037, the notes can be converted at any time.

Conversions will be settled in cash up to the principal amount of the notes surrendered for conversion. For the remainder owed, conversions will be settled in cash, common stock or a combination of both, at the company’s option.

The convertibles are callable on or after Oct. 15, 2025. The issue is also putable on that date.

Proceeds will be used, along with cash on hand, to repurchase $118.6 million of Meritor’s 4% convertible notes due 2027 and $116.7 million of its 7.875% convertible notes due 2026 in a limited number of privately negotiated transactions. The repurchases will also include a premium payment on the notes.

Meritor is a Troy, Mich.-based supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicle and industrial markets.


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