ArvinMeritor Announces Tender Offers for Up to $450 Million of the Company's Notes
TROY, Mich., Feb. 28, 2006 -- ArvinMeritor, Inc. today announced the commencement of tender offers for up to $450 million aggregate principal amount of ArvinMeritor's notes listed below and in the manner described below. The total outstanding principal amount of the notes included in the offers is approximately $693 million. ArvinMeritor will conduct the offers in accordance with terms and conditions described in its Offer to Purchase dated Feb. 28, 2006. Each offer will expire at 11:59 p.m. Eastern time on March 27, 2006, unless extended or earlier terminated (the "Expiration Date").
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The offer consists of four separate offers, one for each series of notes. The aggregate principal amount of notes that may be purchased in the offers will not exceed $450 million. To the extent the aggregate principal amount of notes tendered exceeds this cap, ArvinMeritor will accept notes for purchase based on the priority level set forth below in the manner described in the Offer to Purchase.
The Total Consideration for each $1,000 principal amount of notes tendered pursuant to each of the offers will be equal to the price that results in a yield to maturity equal to (1) the yield to maturity on the applicable reference U.S. Treasury security identified in the list below, as measured at 2 p.m. Eastern time on March 13, 2006, plus (2) the fixed spread, listed below, for the series of notes. ArvinMeritor intends to fund the purchase of the notes from a combination of cash on hand, the proceeds from the sale of its Purolator Filters business in North America and external sources, including, but not limited to, public or private securities issuances or new or existing credit facilities.
Holders of notes that are validly tendered and not validly withdrawn on or before 5 p.m. Eastern time on the Early Tender Date of March 13, 2006 will receive the Total Consideration for their notes that are accepted for purchase. Holders of notes that are validly tendered after 5 p.m. Eastern time on the Early Tender Date and on or before 11:59 p.m. Eastern time on the Expiration Date will receive the Tender Offer Consideration for their notes that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Payment listed below for those notes. Holders who tender notes on or before 5 p.m. Eastern time on the Early Tender Date can withdraw tenders on or before 5 p.m. Eastern time on the Early Tender Date, but not thereafter. Holders who tender notes after 5 p.m. Eastern time on the Early Tender Date cannot withdraw their tenders.
In addition to any consideration received, holders who tender notes that are accepted for payment in the offers will be paid any accrued and unpaid interest calculated up to but not including the settlement date. The settlement date is expected to be March 28, 2006, which is one day after the Expiration Date or promptly thereafter.
Notes Related to the Offers
Fixed
Principal Acceptance Spread U.S. Early
Amount Priority (Basis Treasury Tender
Notes Outstanding Level Points) Reference Payment*
ArvinMeritor $200,000,000 1 87.5 3.625% $15.00
6.625% due June
Notes due 30, 2007
2007
ArvinMeritor $100,000,000 2 125 3.375% $30.00
6.75% due Feb.
Notes due 15, 2008
2008
ArvinMeritor $91,400,000 3 200 2.625% $30.00
7.125% due March
Notes due 15, 2009
2009
ArvinMeritor $302,000,000 4 200 4.5% $30.00
6.80% due Feb.
Notes due 15, 2009
2009
* Per $1,000 principal amount of Notes accepted for purchase.
UBS Investment Bank, J. P. Morgan Securities Inc., Lehman Brothers Inc., and Citigroup Corporate & Investment Banking, are the dealer managers for the offers. Global Bondholder Services Corp. is the Information Agent and the Depositary. This news release is neither an offer to purchase nor a solicitation of an offer to sell the securities. The offers are made only by the Offer to Purchase dated Feb. 28, 2006, and the information in this news release is qualified by reference to the Offer to Purchase. Persons with questions regarding the offers should contact the UBS Investment Bank liability management group at (888) 722-9555 ext. 4210 (toll free), or (203) 719-4210 (collect). Requests for documents should be directed to Global Bondholder Services Corp. at (866) 540-1500 or (212) 430-3774 (collect).
About ArvinMeritor
ArvinMeritor, Inc. is a premier $8.8 billion global supplier of a broad range of integrated systems, modules and components to the motor vehicle industry. The company serves light vehicle, commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs approximately 29,000 people at more than 120 manufacturing facilities in 25 countries. ArvinMeritor common stock is traded on the New York Stock Exchange under the ticker symbol ARM. For more information, visit the company's Web site at: http://www.arvinmeritor.com/.
Forward-Looking Statements
This press release contains statements relating to future results of the company (including certain projections and business trends) that are "forward- looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, global economic and market conditions; the demand for commercial, specialty and light vehicles for which the company supplies products; risks inherent in operating abroad (including foreign currency exchange rates and potential disruption of production and supply due to terrorist attacks or acts of aggression); availability and cost of raw materials, including steel; OEM program delays; demand for and market acceptance of new and existing products; successful development of new products; reliance on major OEM customers; labor relations of the company, its customers and suppliers, including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; the financial condition of the company's suppliers and customers, including potential bankruptcies; successful integration of acquired or merged businesses; the ability to achieve the expected annual savings and synergies from past and future business combinations; success and timing of potential divestitures; potential impairment of long-lived assets, including goodwill; competitive product and pricing pressures; the amount of the company's debt; the ability of the company to access capital markets; credit ratings of the company's debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; as well as other risks and uncertainties, including, but not limited to, those detailed from time to time in the filings of the company with the Securities and Exchange Commission.
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