As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/08/19  Meritor Inc                       8-K:1,7,9   5/03/19    4:2.7M                                   DG3/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     24K 
 2: EX-10.A     Agreement and Plan of Merger Dated as of May 3,     HTML    460K 
                2019                                                             
 3: EX-99.A     Press Release Dated May 8, 2019                     HTML     19K 
 4: EX-99.B     Presentation for Conference Call Dated May 8, 2019  HTML      6K 

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): May 3, 2019

MERITOR, INC.
(Exact name of registrant as specified in its charter)

Indiana		1-15983		38-3354643
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File No.)		Identification No.)

2135 West Maple Road
Troy, Michigan
(Address of principal executive offices)

48084-7186
(Zip code)

Registrant’s 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:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $1 Par Value	MTOR	New York Stock Exchange

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Item 1.01. Entry into Material Definitive Agreement.

On May 3, 2019, Meritor, Inc. (the “Company”) and a newly formed subsidiary (“Merger Sub”), entered into an agreement with a subsidiary of The Carlyle Group, and certain other affiliates pursuant to which Meritor will acquire AxleTech for approximately $175 million in cash, subject to certain purchase price adjustments (the “Merger Agreement”).

The Merger Agreement provides for the acquisition to be effected by a merger between Merger Sub and CAX Parent, LLC (“CAX”), a Caryle Group indirect subsidiary and the ultimate parent company of all of the foreign and domestic entities that comprise AxleTech. CAX will survive the merger and become a wholly-owned subsidiary of Meritor. The Merger Agreement contains customary representations, warranties, covenants and post-closing indemnities for a transaction of this nature and type, as more fully described in the Merger Agreement.

The Company expects to close the transaction within its fourth fiscal quarter, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 10-a to this Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 8, 2019, the Company issued a press release announcing its entry into the Merger Agreement and that it will host a conference call to discuss the transaction on May 8, 2019 at 8:30 a.m. ET. The Company’s press release is furnished as Exhibit 99-a to this Current Report on Form 8-K. The presentation made by the Company on the conference call will be posted on the Meritor website (www.meritor.com) and will be accessible to the public by means of a web-cast conference call available by link at Meritor’s website from the home page or the investors page. It is also furnished as Exhibit 99-b to this Current Report on Form 8-K.

The information furnished under Item 7.01 of this Current Report on Form 8-K and the related exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Forward-Looking Statements

This Form 8-K contains statements relating to future results of the company (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “estimate,” “should,” “are likely to be,” “will” and similar expressions. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to reliance on major OEM customers and possible negative outcomes from contract negotiations with our major customers, including failure to negotiate acceptable terms in contract renewal negotiations and our ability to obtain new customers; the outcome of actual and potential product liability, warranty and recall claims; our ability to successfully manage rapidly changing volumes in the commercial truck markets and work with our customers to manage demand expectations in view of rapid changes in production levels; global economic and market cycles and conditions; availability and sharply rising costs of raw materials, including steel, and our ability to manage or recover such costs; our ability to manage possible adverse effects on European markets or our European operations, or financing arrangements related thereto following the United Kingdom's decision to exit the European Union or, in the event one or more other countries exit the European monetary union; risks inherent in operating abroad (including foreign currency exchange rates, restrictive government actions regarding trade, implications of foreign regulations relating to pensions and potential disruption of production and supply due to terrorist attacks or acts of aggression); risks related to our joint ventures; rising costs of pension benefits; the ability to achieve the expected benefits of strategic initiatives and restructuring actions; our ability to successfully consummate the acquisition of AxleTech; our ability to successfully integrate the products and technologies of Fabco Holdings, Inc., AA Gear Mfg., Inc. and AxleTech and future results of such acquisitions, including their generation of revenue and their being accretive; the demand for commercial and specialty vehicles for which we supply products; whether our liquidity will be affected by declining vehicle production in the future; OEM program delays; demand for and market acceptance of new and existing products; successful development and launch of new products; labor relations of our company, our suppliers and customers, including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; the financial condition of our suppliers and customers, including potential bankruptcies; possible adverse effects of any future suspension of normal trade credit terms by our suppliers; potential impairment of long-lived assets, including goodwill; potential adjustment of the value of deferred tax assets; competitive product and pricing pressures; the amount of our debt; our ability to continue to comply with covenants in our financing agreements; our ability to access capital markets; credit ratings of our debt; the outcome of existing and any future legal proceedings, including any proceedings or related liabilities with respect to environmental, asbestos-related, or other matters, including those associated with the bankruptcy proceedings of Maremont Corporation and its subsidiaries, including the ability to obtain approval and consummation of the proposed plan of reorganization on the terms and timeline contemplated therein; possible changes in accounting rules; and other substantial costs, risks and uncertainties, including but not limited to those detailed in our Annual Report on Form 10-K for the year ended September 30, 2018, as amended and from time to time in other filings of the company with the SEC. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10-a		Agreement and Plan of Merger dated as of May 3, 2019 by and among Meritor, Inc., Janus Merger Sub, LLC, CAX Parent, LLC, and Carlyle Equity Opportunity GP, L.P., solely in its capacity as Holder Representative.
99-a		Press Release dated May 8, 2019.
99-b		Presentation for conference call dated May 8, 2019.

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SIGNATURE

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.

	MERITOR, INC.
	(Registrant)
Date: May 8, 2019	By:	/s/ April Miller Boise
		April Miller Boise
		Senior Vice President, Chief Legal Officer &
		Corporate Secretary

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/17/21  Meritor, Inc.                     10-K       10/03/21  164:22M
11/12/20  Meritor, Inc.                     10-K        9/27/20  174:25M