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ALSN > SEC Filings for ALSN > Form 8-K on 12-Aug-2013All Recent SEC Filings

Show all filings for ALLISON TRANSMISSION HOLDINGS INC

Form 8-K for ALLISON TRANSMISSION HOLDINGS INC


12-Aug-2013

Regulation FD Disclosure, Financial Statements and Exhibits


Item 1.01 Regulation FD Disclosure.

On August 6, 2013, Allison Transmission Holdings, Inc. (the "Company"), investment funds affiliated with The Carlyle Group and Onex Corporation (the "Selling Stockholders") and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in the underwriting agreement (together, the "Underwriters"), entered into an underwriting agreement (the "Underwriting Agreement"), pursuant to which (i) the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 23,805,000 shares of the Company's common stock and (ii) the Underwriters agreed to sell to the Company, and the Company agreed to repurchase from the Underwriters, subject to and upon the terms and conditions set forth therein, 4,700,000 shares of the Company's common stock.

A copy of the Underwriting Agreement has been attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number:                                   Description

1.1          Underwriting Agreement, dated August 6, 2013, by and among Allison
             Transmission Holdings, Inc., investment funds affilate with The
             Carlyle Group and Onex Corporation, Merrill Lynch, Pierce, Fenner &
             Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan
             Securities LLC

Safe Harbor Statement

The statements in this release state the Company's and management's intentions, beliefs, expectations or projections of the future and are forward-looking statements. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements.


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