Meritor Announces Proposed Offering Of Convertible Senior Unsecured Notes

TROY, Mich., Nov. 28, 2012 /PRNewswire/ -- Meritor, Inc. (NYSE: MTOR) today announced it intends, subject to market and other conditions, to offer $150 million aggregate principal amount at maturity of convertible senior unsecured notes due 2026 (the "notes") to qualified institutional buyers in a private placement. The notes will be issued at a discounted initial principal amount per note and will accrete to $1,000 per note at December 1, 2020.

Meritor expects to grant the initial purchasers of the notes an option to purchase up to an additional $22.5 million aggregate principal amount at maturity of the notes.  In certain circumstances, the notes may be convertible into cash up to the principal amount at maturity of the note surrendered for conversion. For the remainder of Meritor's conversion obligation, if any, in excess of the principal amount at maturity, the notes may be convertible into cash, shares of Meritor common stock or a combination of cash and common stock, at Meritor's election, subject to certain limitations.

The company currently expects to use the net proceeds from the offering of the notes, after deducting estimated underwriting discounts and the company's expenses related to the offering, primarily to purchase, redeem or repay a portion of its outstanding debt, as well as for general corporate purposes.

The securities to be offered have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

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