- Current report filing (8-K)
March 15 2012 - 4:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event
reported): March 15, 2012
MERITOR, INC.
(Exact name of registrant
as specified in its charter)
Indiana
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1-15983
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38-3354643
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File No.)
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Identification
No.)
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2135 West Maple Road
Troy, Michigan
(Address
of principal executive offices)
48084-7186
(Zip code)
Registrants telephone number, including
area code: (248) 435-1000
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material
Definitive Agreement
The information set forth in Item 2.03
below is incorporated in this Item 1.01 by reference.
Item 2.03. Creation of a Direct
Financial obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
Meritor, Inc. (the Company) announced
that on March 15, 2012, a subsidiary of the Company, Meritor Heavy Vehicle
Systems Cameri S.P.A. (the Italian Subsidiary), entered into an arrangement to
sell the Italian Subsidiarys trade receivables from AB Volvo and AB Volvos
European subsidiaries. Under this arrangement, which expires in March 2017, the
Italian Subsidiary may sell, at any point in time, up to €30 million of eligible
trade receivables. The purchase price for the receivables under this program is
the net face value of such receivables, discounted for the period of time from
the date of sale to the anticipated date of payment at a rate equal to EURIBOR
plus 1.08 percent per annum. The receivables sold under this program are
excluded from the Companys consolidated balance sheet. The commitment is
subject to standard terms and conditions for these types of arrangements
including a sole discretion clause whereby the bank retains the right to not
purchase receivables.
This arrangement is intended to effect an
absolute transfer of the relevant receivables, and contains representations,
warranties and covenants typical for such a transaction. It is also
cross-defaulted to the Companys senior secured credit facility, and contains
other customary events of default. For a further description of the covenants
set forth in Meritors senior secured credit facility, please see Note 17 of the
Notes to Consolidated Financial Statements and the discussion under the heading
Liquidity in Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations in Meritors report on Form 10-Q for the
quarterly period ended January 1, 2012.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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MERITOR, INC.
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Date:
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By:
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/s/
Vernon G.
Baker, II
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March
15, 2012
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Vernon G. Baker, II
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Senior Vice President and General
Counsel
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