TROY, Mich., Sept. 26 /PRNewswire-FirstCall/ -- ArvinMeritor, Inc.
(NYSE: ARM) today announced pricing terms of its Exchange Offer, in which a
new series of Senior Notes due Sept. 15, 2015 (the "New Notes"), are to be
issued in exchange for up to $350 million of its outstanding $499 million 6.80
percent Senior Notes ("the 6.80 percent Notes") due Feb. 15, 2009, and $150
million 7.125 percent Senior Notes (the "7.125 percent Notes" and, together
with the 6.80 percent Notes, the "Old Notes") due March 15, 2009.
The total exchange price for each $1,000 principal amount of the 6.80
percent Notes tendered, using a yield of 6.146 percent, will be $1019.57,
consisting of $1,000 principal amount of New Notes and $20.72 in cash. The
total exchange price for each $1,000 principal amount of the 7.125 percent
Notes tendered, using a yield of 6.146 percent, will be $1,030.05, consisting
of $1,000 principal amount of New Notes and $31.20 in cash. The interest rate
on the New Notes will be 8.125 percent. The yield on the New Notes will be
8.143 percent, and the issue price of the New Notes will be $998.85, which has
been determined by reference to the yield on the designated 10-year benchmark
security (as of the pricing time, which was 4.293 percent). Holders who
exchange their 6.80 percent Notes will also receive accrued interest on the
Notes to the settlement date, or $8.50 per $1,000 principal amount of the 6.80
percent Notes exchanged. Holders who exchange their 7.125 percent Notes will
also receive accrued interest on the notes to the settlement date, or $2.97
per $1,000 principal amount of the 7.125 percent Notes exchanged.
Holders who tendered their outstanding Old Notes after 5 p.m. (ET) on
Sept. 16, 2005, will receive -- for each $1,000 principal amount of Old Notes
tendered -- the applicable total exchange price, less the early participation
payment, as specified in the Offering Memorandum.
The exchange offer is limited to holders of the outstanding Old Notes who
have certified certain matters to the company, including their status as
"qualified institutional buyers" within the meaning of Rule 144A under the
Securities Act of 1933.
The exchange offer is scheduled to expire at midnight (ET) on Sept. 28,
2005, unless extended, and the settlement date for the exchange of outstanding
Old Notes for new 8.125 percent Senior Notes due Sept. 15, 2015, is currently
scheduled to be Sept. 30, 2005.
The exchange agent for the exchange offer is Global Bondholder Services
Corp. Eligible holders may call the exchange agent at (866) 470-4200 or
(212) 430-3774 for more information.
The New Notes will not be registered under the Securities Act or any state
securities laws. Therefore, the New Notes may not be offered or sold in the
United States, absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable state
This press release is not an offer to sell or a solicitation of an offer
to buy any security. The offer to exchange is being made solely by the
Offering Memorandum and related letter of transmittal.
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; 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
SOURCE ArvinMeritor, Inc.
both of ArvinMeritor, Inc.