Allison Transmission Holdings, Inc. in $504 Million Secondary Equity Offering

August 12, 2013

Cleary Gottlieb represented BofA Merrill Lynch, Citigroup and J.P. Morgan as representatives of the underwriters in a registered follow-on offering of shares of common stock of Allison Transmission Holdings, Inc.

All of the shares of common stock offered were sold by the selling shareholders, The Carlyle Group, Onex Corporation and their affiliates, who offered 23,805,000 shares of common stock, of which 20,700,000 shares were the initial securities and 3,105,000 shares were sold pursuant to the underwriters’ exercise of their over-allotment option resulting in total proceeds of approximately $504 million. As part of the transaction, Allison repurchased 4,700,000 of the 23,805,000 shares of common stock from the underwriters for approximately $100 million. Allison did not sell any shares or receive any proceeds from the offering. The deal priced on August 6 and closed on August 12. Cleary Gottlieb also acted as counsel to the underwriters in the Allison 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).