Davis Polk – Meritor, Inc. Concurrent Notes Offering and Cash Tender Offer

Davis Polk advised underwriters represented by Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and UBS Securities LLC in connection with an SEC-registered offering by Meritor, Inc. of $275 million of its 6.75% notes due 2021. Davis Polk also advised Citigroup Global Markets Inc. as the dealer manager in connection with a concurrent cash tender offer by Meritor for any and all of its outstanding 8.125% notes due 2015. A portion of the net proceeds of the above-mentioned notes offering was used to pay the tender offer consideration, and the remainder is to be used for general corporate purposes.

Meritor 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, Michigan, United States, and is made up of more than 9,000 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries.

The Davis Polk capital markets team included partner Joseph A. Hall and associates Sophia Hudson and Elina M. Lae and law clerk Elliot M. de Carvalho. Counsel Gregory T. Hannibal and associate Avinash Venkatesh provided tax advice. The environmental team included counsel Betty Moy Huber and associate Kevin J. Klesh. Kristyn M. Dunleavy was the legal assistant on the transactions. All members of the Davis Polk team are based in the New York office.

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