TROY,
Mich., Aug. 3, 2022 /PRNewswire/ -- Meritor, Inc.
(the "Company") today provided notice that, pursuant to the terms
of the indenture, dated September 22,
2017 (the "Indenture") governing its 3.25% Convertible
Senior Notes due 2037 (the "Notes"), in connection with the closing
of the transaction contemplated by the Agreement and Plan of
Merger, dated as of February 21, 2022
(the "Merger Agreement"), among Cummins, Inc., Rose Newco, Inc. and
the Company, the Company delivered a Notice of Fundamental Change
and Execution of Supplemental Indenture (the "Fundamental Change
Notice") to holders of the Notes notifying holders that a
Fundamental Change, as such term is defined in the Indenture, had
occurred on August 3, 2022 and that
the Company entered into a supplemental indenture with respect to
the Indenture pursuant to which the right to convert each
$1,000 principal amount of Notes has
been changed into the right to convert such principal amount into
an amount of cash equal to the Conversion Rate (as defined in the
Indenture) in effect on the conversion date, multiplied by
$36.50.
Notice of Fundament
Change
In connection with such Fundamental Change, each holder of Notes
will have the right at such holder's option to require the Company
to repurchase all of such holder's Notes (or a portion thereof
which is $1,000 in principal amount
or any integral multiple thereof), on September 14, 2022 (the "Fundamental Change
Repurchase Date"). The Company will be required to repurchase all
of such holder's Notes at a price, payable in cash, equal to one
hundred percent (100%) of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest thereon, if any, to,
but excluding the Fundamental Change Repurchase Date (the
"Repurchase Price").
Holders of Notes should read carefully the Fundamental Change
Notice, regarding their conversion rights in connection with the
Fundamental Change and the rights of holders to require the Company
to repurchase their Notes in connection with the Fundamental Change
as it contains important information as to the procedures and
timing for the exercise of such rights.
Notice of Make-Whole Fundamental
Change and Adjustment to Conversion Rate upon Conversion in
connection with a Make-Whole Fundamental Change
In connection with the closing of the transaction contemplated
by the Merger Agreement, a Make-Whole Fundamental Change under the
Indenture occurred on August 3, 2022.
Pursuant to the Indenture, if a holder surrenders its Notes for the
conversion during the period from and including the effective date
of the Merger and ending on September 13,
2022, the day immediately prior to the Fundamental Change
Repurchase Date (such period, the "Make-Whole Period"), the Company
will increase the conversion rate for the Notes surrendered for
conversion during such period in accordance with the Indenture as
set forth below.
As more fully described in the Fundamental Change Notice and
pursuant to the First Supplemental Indenture dated August 3, 2022, by and between the Company and
the Trustee, to the Indenture, the consideration due upon
conversion of the Notes will be an amount of cash equal to:
(i) 1,110.03 per $1,000 principal
amount of Notes based on a Conversion Rate of 30.4119, in the case
of a holder that elects to convert its Notes, in accordance with
the Indenture, at any time during the Make-Whole Period, and (ii)
$914.23 per $1,000 principal amount of Notes based on
Conversion Rate of 25.0474 in the case of a Holder that elects to
convert its Notes, in accordance with the Indenture, other than
during the Make-Whole Period.
Holders who wish to convert their Notes must satisfy the
requirements set forth in the Indenture. Except as set forth above,
the Conversion Rate will not be subject to further adjustment.
Holders who fail to validly
convert their Notes during the Make-Whole Period will not be
entitled to receive the Additional Shares (as defined in the
Indenture).
The Trustee for the Notes is U.S. Bank Trust Company, National
Association. For questions or assistance related to the Notes,
contact U.S. Bank Trust Company, National Association at
1-800-934-6802 or cts.specfinance@usbank.com.
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SOURCE Meritor, Inc.