Meritor, Inc. UNDERWRITING AGREEMENT dated June 8, 2015 Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • June 11th, 2015 • Meritor Inc • Motor vehicle parts & accessories • New York
Introductory. Meritor, Inc., an Indiana corporation (f/k/a Arvin Meritor, Inc., the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) is acting as representative, $225,000,000 aggregate principal amount of its 6-1/4% Notes due 2024 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of April 1, 1998 (the “Base Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented as of July 7, 2000, July 6, 2004, June 23, 2006, March 3, 2010, May 31, 2013 and February 13, 2014 (collectively t
Re: Amended and Restated Subsidiary Guaranty made as of 11 June 2015 by, amongst others, Meritor Cayman Islands, Ltd., as an Initial Guarantor, in favour of The Bank of New York Mellon Trust Company, N.A., as TrusteeMeritor Inc • June 11th, 2015 • Motor vehicle parts & accessories
We are Cayman Islands counsel to Meritor Cayman Islands Ltd., an exempted limited liability company incorporated in the Cayman Islands (the “Cayman Islands Guarantor”), and we are delivering this opinion in connection with the Amended and Restated Subsidiary Guaranty dated as of 11 June 2015, executed by the Cayman Islands Guarantor in favour of The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Amended and Restated Subsidiary Guaranty”), in connection with the execution, delivery, issuance and sale of an additional US$225,000,000 aggregate principal amount of 6-1/4% Notes due 2024 (the "Notes") of Meritor, Inc. (the "Company") in an underwritten public offering of the Notes pursuant to an Underwriting Agreement dated as of 8 June 2015 among the Company, the Cayman Islands Guarantor, such other subsidiary guarantors and the underwriters named therein (the "Underwriting Agreement") and the Company's Registration Statement on Form S-3 (Registration Statement No. 333-200858
ContractMeritor Inc • June 11th, 2015 • Motor vehicle parts & accessories
Meritor, Inc 2135 West Maple Road Troy Michigan 48084-7186 Apex Plaza Forbury Road Reading RG1 1SH DX 117879, Reading T 03700 868800 F 03700 868801 rebecca.mauleverer @shoosmiths.co.uk T 03700 868989 Delivered: By E-mail
