Meritor wraps tenders for $166.64 million 8 1/8% notes due 2015

By Marisa Wong

Madison, Wis., June 5 - Meritor, Inc. said it accepted for purchase a total of $166,641,000, or 66.38%, of its 8 1/8% notes due 2015 in the tender offer that expired at 12:01 a.m. ET on June 5.

On Wednesday the company accepted for purchase an additional $500,000 principal amount of 8 1/8% notes tendered after the early tender date and before the expiration date. Holders of those notes were paid the tender offer consideration of $1,110 per $1,000 principal amount, along with accrued interest to the settlement date.

As previously announced, the company accepted for purchase all $166,141,000 of 8 1/8% notes tendered by the early deadline at 5 p.m. ET on May 23.

The company said it paid $192 million to purchase the early tendered notes, including accrued interest up to but excluding May 31. The total purchase price was $1,140 per $1,000 of notes, which includes a $30 consent payment.

Meritor funded the settlement of the tender offer with some proceeds from its $275 million offering of notes completed on May 31.

The company began the offer for its $251,037,000 of outstanding 8 1/8% notes on May 8.

On May 20 Meritor extended the early tender date to May 23 from May 17. Holders could tender notes until May 23 to receive the total purchase price, but tendered notes could no longer be withdrawn as of the original early deadline.

As of 5 p.m. ET on May 17, the company had received tenders for $165,218,000 principal amount, or 65.8%, of the outstanding notes.

Based on the consents received, Meritor executed a supplemental indenture to amend the notes to eliminate substantially all of the restrictive covenants and events of default. The supplemental indenture became operative when Meritor settled the early tendered notes.

Holders who tendered their notes were deemed to have delivered consents, and holders could not tender notes without delivering consents.

The offer was conditioned on Meritor receiving enough proceeds from a debt financing to fund the offer, which has been satisfied. It was not conditioned on a minimum amount of notes being tendered.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 937-2200 or collect 212 430-3774) is the depositary and the information agent.

Meritor is a Troy, Mich.-based auto components maker.

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