Allison Transmission Announces Secondary Offering and Repurchase of Shares of Common Stock

INDIANAPOLIS, Feb. 27, 2014 /PRNewswire/ — Allison Transmission Holdings, Inc.
(NYSE: ALSN), announced today the sale of 25,000,000 shares of its common stock
by investment funds affiliated with The Carlyle Group and Onex Corporation (the
“Sponsors”). In addition, the underwriter will have an option to purchase up to
3,750,000 additional shares from the Sponsors. All of the shares are being sold
on a pro rata basis by the Sponsors, which are existing stockholders of Allison
Transmission Holdings, Inc. (“Allison”), in accordance with their current
interests. Allison will not receive any of the proceeds from the offering of
shares by the Sponsors. Closing of the offering is expected to occur on or about
February 28, 2014, subject to customary closing conditions.

Subject to completion of the offering, Allison will repurchase from the
underwriter approximately $100 million of the 25,000,000 shares of common stock
being sold by the Sponsors. Allison’s per-share purchase price for the
repurchased shares will be the same as the per-share purchase price payable by
the underwriter to the Sponsors. The repurchased shares will no longer be
outstanding following completion of the offering. Allison intends to fund the
repurchase with cash on hand.

Credit Suisse Securities (USA) LLC is acting as the sole underwriter for the
offering. Credit Suisse Securities (USA) LLC proposes to offer the shares of
common stock from time to time to purchasers directly or through agents, or
through brokers in brokerage transactions on the New York Stock Exchange, or to
dealers in negotiated transactions or in a combination of such methods of sale,
at a fixed price or prices, which may be changed, or at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices.

Following the offering and shares repurchase, the Sponsors will continue to
beneficially own an aggregate of 74,392,499 shares, or approximately 41% in the
aggregate, of Allison’s outstanding common stock after giving effect to the
offering and shares repurchase (or 70,642,499 shares, or approximately 39% in
the aggregate, if the underwriter fully exercises its option to purchase
additional shares). The total number of outstanding shares of Allison’s common
stock will not change as a result of the offering to the public, but will be
reduced by the number of shares repurchased by Allison.

Allison has filed a registration statement (including a prospectus) with the
U.S. Securities and Exchange Commission (the “SEC”) for the offering to which
this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents Allison has filed with the SEC
for more complete information about Allison and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at
Alternatively, Credit Suisse Securities (USA) LLC will arrange to send you the
prospectus if you request it by writing Credit Suisse Securities (USA) LLC,
Attention: Prospectus Department, One Madison Avenue, New York, New York, 10010,
or by telephone at +1 (800) 221-1037, or by email at

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or

About Allison Transmission

Allison Transmission (NYSE: ALSN) is the world’s largest manufacturer of fully
automatic transmissions for medium- and heavy-duty commercial vehicles, and is a
leader in hybrid-propulsion systems for city buses. Allison transmissions are
used in a variety of applications including refuse, construction, fire,
distribution, bus, motorhomes, defense and energy. Founded in 1915, the company
is headquartered in Indianapolis, Indiana, USA and employs approximately 2,700
people worldwide. With a market presence in more than 80 countries, Allison has
regional headquarters in the Netherlands, China and Brazil with manufacturing
facilities in the U.S., Hungary and India. Allison also has approximately 1,400
independent distributor and dealer locations worldwide. For more information,

Forward-Looking Statements

This press release may contain forward-looking statements. All statements other
than statements of historical fact contained in this press release are
forward-looking statements, including all statements regarding future financial
results. In some cases, you can identify forward-looking statements by
terminology such as “may,” “will,” “should,” “expect,” “plans,” “project,”
“anticipate,” “believe,” “estimate,” “predict,” “intend,” “forecast,” “could,”
“potential,” “continue” or the negative of these terms or other similar terms or
phrases. Forward-looking statements are not guarantees of future performance and
involve known and unknown risks. Factors which may cause the actual results to
differ materially from those anticipated at the time the forward-looking
statements are made include, but are not limited to: risks related to our
substantial indebtedness; our participation in markets that are competitive;
general economic and industry conditions; our ability to prepare for, respond to
and successfully achieve our objectives relating to technological and market
developments and changing customer needs; the failure of markets outside North
America to increase adoption of fully-automatic transmissions; the discovery of
defects in our products, resulting in delays in new model launches, recall
campaigns and/or increased warranty costs and reduction in future sales or
damage to our brand and reputation; the concentration of our net sales in our
top five customers and the loss of any one of these; risks associated with our
international operations; brand and reputational risks; our intention to pay
dividends; and labor strikes, work stoppages or similar labor disputes, which
could significantly disrupt our operations or those of our principal customers.
Although we believe the expectations reflected in such forward-looking
statements are based upon reasonable assumptions, we can give no assurance that
the expectations will be attained or that any deviation will not be material.
All information is as of the date of this press release, and we undertake no
obligation to update any forward-looking statement to conform the statement to
actual results or changes in expectations.


SOURCE Allison Transmission Holdings Inc.

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