Allison Transmission, Inc. Announces Preliminary Results of Cash Tender Offer for Its 11.25% Senior Toggle Notes Due 2015

INDIANAPOLIS, May 9, 2011 /PRNewswire/ -- Allison Transmission, Inc. announced on Friday, May 6, 2011, the results of its previously announced cash tender offer to purchase any and all of its outstanding 11.25% Senior Toggle Notes due 2015 (referred to below as the "notes"), as of the early tender date, which was 5:00 p.m., New York City time, on April 26, 2011.  The aggregate principal amount of notes that has been tendered and not validly withdrawn was $467,905,740 approximately 93% of the aggregate principal amount outstanding.  

Information related to the notes and the tender offer is set forth in the table below.

The tender offer is being made upon the terms and conditions included in the Offer to Purchase, dated April 15, 2011, and the related Letter of Transmittal.  The tender offer will expire at 12:00 midnight, New York City time, on May 12, 2011, unless extended on the terms described in the Offer to Purchase.

The previously announced withdrawal deadline of 5:00 p.m., New York City time, on April 26, 2011, has passed.  Accordingly, any validly tendered notes may no longer be withdrawn or revoked.  In addition, holders of notes who validly tender their notes after 5:00 p.m., New York City time, on April 26, 2011, and on or before the expiration date will not be eligible to receive the early tender payment of $30.00 per $1,000 principal amount of notes, which was otherwise payable to holders who tendered prior to 5:00 p.m., New York City time, on April 26, 2011.

The tender offer was subject to the satisfaction of certain conditions, including completion of a debt financing on terms and conditions satisfactory to Allison sufficient to fund the repurchase of all notes tendered, including the payment of all accrued interest and costs and expenses incurred in connection therewith.  These conditions have been met.  The early settlement date (which is the date Allison will pay the total consideration, plus accrued and unpaid interest, for all notes validly tendered prior to the withdrawal deadline) for the tender offer was May 6, 2011.

It is anticipated that the final settlement date for notes validly tendered on or before the expiration date and accepted for purchase by Allison will be May 13, 2011.

Allison has retained Citigroup Global Markets Inc., Barclays Capital, Deutsche Bank Securities and UBS Securities LLC to serve as dealer managers for the tender offer. Allison has retained Global Bondholder Services Corporation to serve as the depositary and as the information agent for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation by phone at (866) 389-1500 or (212) 430-3774 or in writing at 65 Broadway, Suite 404, New York, New York 10006.  Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 or collect at (212) 723-6106, to Barclays Capital at (800) 438-3242 or collect at (212) 528-7581, to Deutsche Bank Securities Inc. at (855) 287-1922 or collect at (212) 250-7527 or to UBS Securities LLC at (888) 719-4210 or collect at (203) 719-4210.

This press release is for information purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders of notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  None of Allison, the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

Allison's principal executive offices are located at 4700 West 10th Street, Indianapolis, Indiana 46222 and its telephone number is (317) 242-5000.  Allison's internet address is www.allisontransmission.com.

SOURCE Allison Transmission, Inc.

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