ArvinMeritor Announces Results and Proration of Its Tender Offers for Up to $600 Million of the Company's Notes
TROY, Mich., March 28 -- ArvinMeritor, Inc. today announced the results and proration of its previously announced cash tender offers for up to $600 million aggregate principal amount of its 6.625 percent notes due 2007, 6.75 percent notes due 2008, 7.125 percent notes due 2009, and 6.8 percent notes due 2009 (collectively, the "Notes"). The offers commenced on Feb. 2, 20068, 2006, and expired at 11:59 p.m. ET on March 27, 2006 (the "Expiration Date").
The following table provides the tender offer results as of 11:59 p.m. ET on the Expiration Date for each series of Notes:
Aggregate
Aggregate Principal
Principal Amount of
Principal Acceptance Amount Tendered Notes
Amount Priority Tendered by Accepted for
Notes Outstanding Level Expiration Date Purchase
ArvinMeritor 6.625%
Notes due 2007 $200,000,000 1 $194,374,000 $194,374,000
ArvinMeritor 6.75%
Notes due 2008 $100,000,000 2 $95,277,000 $95,277,000
ArvinMeritor 7.125%
Notes due 2009 $91,400,000 3 $85,223,000 $85,223,000
ArvinMeritor 6.80%
Notes due 2009 $302,000,000 4 $272,544,000 $225,126,000
As the aggregate principal amount of Notes that will be purchased in the offers will not exceed $600 million, ArvinMeritor will accept notes based on the priority level set forth above and in the manner described in ArvinMeritor's offer to purchase dated Feb. 28, 2006. All of the 6.625 percent notes due 2007, 6.75 percent notes due 2008, and 7.125 percent notes due 2009, validly tendered and not validly withdrawn pursuant to the offers, will be accepted for purchase by ArvinMeritor. Approximately 82.6 percent of the 6.80 percent notes due 2009, validly tendered and not validly withdrawn pursuant to the offers, will be accepted for purchase by ArvinMeritor on a pro-rata basis in the manner described in the offer to purchase. Notes not accepted for purchase will be promptly returned to the tendering holder (or, if tendered through the Depository Trust Company (DTC), will be promptly credited to the relevant account at DTC, in accordance with DTC's procedures).
The settlement date is expected to be March 28, 2006.
UBS Investment Bank, J.P. Morgan Securities Inc., Lehman Brothers Inc., and Citigroup Corporate & Investment Banking served as the dealer managers for the offers. Global Bondholder Services Corp. served as 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 were 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. Questions regarding the offers should be directed to 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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