Allison Transmission’s $500 Million Debt Offering

March 29, 2019

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 will issue $500 million of 5.875% fixed-rate senior notes due 2029. The transaction launched and priced on March 26, 2019, and closed on March 29, 2019. 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 to repay debt owed under their existing credit facilities and to pay fees and expenses related to the transaction.

Cleary acted as counsel to the underwriters in Allison Transmission Holdings’ debt offerings in September of 2017 and September of 2016; secondary equity offerings in August, November, and December of 2013, and February, April, June, and September of 2014; and its initial public offering in March of 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 more than 60 years ago, has since then developed more than 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.