$164.3 Million Secondary Equity Offering of Allison Transmission Holdings

September 9, 2014

Cleary Gottlieb represented Credit Suisse Securities as underwriter in a registered follow-on offering of shares of common stock of Allison Transmission Holdings through a block trade.

All of the shares of common stock offered were sold by the selling shareholders, The Carlyle Group, Onex Corporation and their affiliates, who offered 5,392,499 shares of common stock, resulting in total proceeds of approximately $164.3 million. The Company did not sell any shares or receive any proceeds from the offering. The deal priced on September 3 and closed on September 9. Cleary Gottlieb also acted as counsel to the underwriters in previous Allison Transmission Holdings secondary equity offerings in August, November and December of 2013 and February, April and June of 2014, as well as the initial public offering in March 2012. As a result of this offering, Carlyle and Onex have now fully exited their position in Allison Transmission Holdings.

Allison is the world’s largest manufacturer of fully-automatic transmissions for medium- and heavy-duty commercial vehicles, medium- and heavy-tactical U.S. military vehicles and hybrid-propulsion systems for transit buses. Allison transmissions are used in a variety of applications including on-highway trucks (distribution, refuse, construction, fire and emergency), buses (primarily school and transit), motor homes, off-highway vehicles and equipment (primarily energy and mining) and military vehicles (wheeled and tracked).