Allison Transmission’s $400 Million Offering

September 26, 2017

Cleary Gottlieb represented the initial purchasers, led by Citigroup Global Markets Inc., in a notes offering by Allison Transmission, a wholly owned subsidiary of Allison Transmission Holdings.

Allison Transmission issued $400 million of 4.750 percent fixed-rate senior notes due 2027. The transaction launched and priced on September 21, 2017, and closed on September 26, 2017. The notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. Allison Transmission intends to use the net proceeds from the offering for general corporate purposes and to pay fees and expenses related to the transaction.

Cleary acted as counsel to the underwriters in Allison Transmission Holdings’ debt offering in September 2016; secondary equity offerings in August, November and December of 2013 and February, April, June and September of 2014; and the initial public offering in March 2012.

Allison Transmission is the world’s largest manufacturer of fully automatic transmissions for medium- and heavy-duty commercial vehicles and medium- and heavy-tactical U.S. defense vehicles. Its transmissions are used in a wide variety of applications, including on-highway trucks, buses, motorhomes, off-highway vehicles and equipment and defense vehicles. Allison Transmission, which introduced the world’s first fully automatic transmission for commercial vehicles over 60 years ago, has since then developed over 100 different models that are used in more than 2,500 different vehicle configurations and are compatible with more than 500 combinations of engine brands, models and ratings.