Meritor Announces Proposed Offering of Convertible Senior Unsecured Notes

  Meritor Announces Proposed Offering of Convertible Senior Unsecured Notes

PR Newswire

TROY, Mich., Nov. 28, 2012

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.

About Meritor

Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking
and aftermarket solutions for commercial vehicle and industrial markets. With
more than a 100-year legacy of providing innovative products that offer
superior performance, efficiency and reliability, the company serves
commercial truck, trailer, off-highway, defense, specialty and aftermarket
customers in more than 70 countries. Meritor is based in Troy, Mich., United
States, and is made up of approximately 10,000 diverse employees who apply
their knowledge and skills in manufacturing facilities, engineering centers,
joint ventures, distribution centers and global offices in 19 countries.
Meritor common stock is traded on the New York Stock Exchange under the ticker
symbol MTOR.

Forward-Looking Statements

This press release contains statements relating to our future results
(including certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of
1995. Forward-looking statements are typically identified by words or phrases
such as "believe," "expect," "anticipate," "estimate," "should," "are likely
to be," "will" and similar expressions. Actual results may differ materially
from those projected as a result of certain risks and uncertainties, including
but not limited to reduced production for certain military programs and our
ability to secure new military programs as our primary military programs wind
down by design in future years; reliance on major original equipment
manufacturer ("OEM") customers and possible negative outcomes from contract
negotiations with our major customers, including failure to negotiate
acceptable terms in contract renewal negotiations; our ability to successfully
manage rapidly changing volumes in the commercial truck markets and work with
our customers to adjust their demands in view of rapid changes in production
levels; global economic and market cycles and conditions, including a slower
than anticipated recovery from the recent global economic crisis; availability
and sharply rising costs of raw materials, including steel, and our ability to
manage or recover such costs; our ability to manage possible adverse effects
on our European operations, or financing arrangements related thereto, in the
event one or more countries exit the European monetary union; risks inherent
in operating abroad (including foreign currency exchange rates, implications
of foreign regulations relating to pensions and potential disruption of
production and supply due to terrorist attacks or acts of aggression); rising
costs of pension and other postretirement benefits; the ability to achieve the
expected benefits of restructuring actions; the demand for commercial and
specialty vehicles for which we supply products; whether our liquidity will be
affected by declining vehicle productions in the future; OEM program delays;
demand for and market acceptance of new and existing products; successful
development of new products; labor relations of our company, our suppliers and
customers, including potential disruptions in supply of parts to our
facilities or demand for our products due to work stoppages; the financial
condition of our suppliers and customers, including potential bankruptcies;
possible adverse effects of any future suspension of normal trade credit terms
by our suppliers; potential difficulties competing with companies that have
avoided their existing contracts in bankruptcy and reorganization proceedings;
potential impairment of long-lived assets, including goodwill; potential
adjustment of the value of deferred tax assets; competitive product and
pricing pressures; the amount of our debt; our ability to continue to comply
with covenants in our financing agreements; our ability to access capital
markets; credit ratings of our debt; the outcome of existing and any future
legal proceedings, including any litigation with respect to environmental or
asbestos-related matters; the outcome of actual and potential product
liability, warranty and recall claims; and possible changes in accounting
rules; as well as other substantial costs, risks and uncertainties, including
but not limited to those detailed herein and in our filings with the SEC.
These forward-looking statements are made only as of the respective dates on
which they were made, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise, except as otherwise required by law.

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SOURCE Meritor, Inc.

Contact: Investor Inquiries, Christy Daehnert, +1-248-435-9426,, or Media Inquiries, Robert Herta,
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