Davis Polk & Wardwell LLP advised J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and UBS Securities LLC as joint book-running managers of the SEC-registered offering by ArvinMeritor, Inc. of 19,952,500 shares of its common stock, including the exercise in full of the over-allotment option. The gross proceeds of the offering were approximately $209 million. Davis Polk also advised Banc of America Securities LLC and J.P. Morgan Securities Inc. as joint book-running managers of the concurrent SEC-registered offering by ArvinMeritor of $250 million of its 10.625% notes due 2018. Davis Polk is also advising Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and RBS Securities Inc. as dealer managers on a concurrent cash tender offer by ArvinMeritor for up to $175 million aggregate principal amount of its outstanding 8.75% notes due 2012, for which the net proceeds of the above-mentioned notes offering may be used.

ArvinMeritor is a premier global supplier of a broad range of integrated systems, modules and components to original equipment manufacturers and the aftermarket for the commercial vehicle, transportation and industrial sectors. ArvinMeritor's principal products are axles, undercarriages, drivelines, brakes and braking systems, and roofs and door systems.

The Davis Polk corporate team included partner Joseph A. Hall and associates John T. Rudy, Shanelle van der Berg and Phoebe Nel. Partner Po Sit and associate Ari Weinstein provided tax advice. The environmental team included counsel Betty Moy Huber and associate Elisabeth Mountainspring. Associate Pritesh P. Shah provided intellectual property advice. Amarilys Katy Barbosa was the legal assistant on the transactions. All members of the Davis Polk team are based in the New York office.