Allison Transmission Holdings in $838.3 Million Secondary Equity Offering

February 28, 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 28,750,000 shares of common stock, of which 25,000,000 shares were the initial securities and 3,750,000 shares were sold pursuant to the underwriters’ exercise of their over-allotment option, resulting in total proceeds of approximately $838.3 million. As part of the transaction, Allison repurchased 3,428,729 of the 28,750,000 shares of common stock from the underwriters for approximately $100 million. The Company did not sell any shares or receive any proceeds from the offering. The deal priced on February 24 and closed on February 28.

Cleary Gottlieb also acted as counsel to the underwriters in previous Allison Transmission Holdings, Inc. secondary equity offerings in August, November and December of 2013, as well as the initial public offering in March 2012.

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).