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

February 27, 2014

Allison Transmission Holdings, Inc. announced the sale of 25,000,000 shares of its common stock by investment funds affiliated with The Carlyle Group and Onex Corp.

According to a release, 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., 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, 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) is acting as the sole underwriter for the offering. Credit Suisse Securities (USA) 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 percent 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 percent 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.

More information:

allisontransmission.com

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