This Schedule 13D is being filed by the undersigned, pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended (the “Act”), with respect to the Common Stock, $1.00 par value per share (the “Shares”), of Meritor, Inc. (the “Company”), whose principal executive offices are located at 2135 West Maple Road, Troy, Michigan 48084.
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the Shares and Call Options for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.
The Reporting Persons intend to engage in discussions with the Company and the Company’s management and board of directors, other shareholders of the Company and other interested parties on issues that may relate to the business, management, operations, assets, capitalization, financial condition, strategic plans, governance, board composition and the future of the Company. Glenview Capital Management has entered into a customary confidentiality agreement with the Company in order to facilitate these discussions.
The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with the Company and the Company’s management and the board of directors, other shareholders of the Company and other interested parties.
The Reporting Persons intend to review their investments in the Company on a continuing basis. Depending on various factors and subject to the obligations described herein, including, without limitation, the Company’s financial position and strategic direction, actions taken by the board of directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, purchasing additional Shares or other financial instruments related to the Company or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
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| Item 5. | Interest in Securities of the Issuer |
(a, b) As of the date hereof, each of Glenview Capital Management and Mr. Robbins may be deemed the beneficial owner of 12,137,035 Shares, which amount consists of 7,207,435 Shares over which Glenview Capital Management and Mr. Robbins share voting and investment power, and 4,929,600 Shares underlying 49,296 Call Options that cannot be exercised within 60 days. As of the date hereof, each of Glenview Capital Management and Mr. Robbins may be deemed the beneficial owner of approximately 14.70% of the total number of Shares outstanding. The beneficial ownership percentage is based on a total of 82,579,930 Shares outstanding as of July 30, 2019, based on the Company’s Quarterly Report on Form 10-Q, filed July 31, 2019.
The 12,137,035 Shares reported herein consists of: (A) 262,236 Shares held for the account of Glenview Capital Partners; (B) 124,300 Shares underlying 1,243 Call Options that cannot be exercised within 60 days held for the account of Glenview Capital Partners; (C) 3,114,183 Shares held for the account of Glenview Capital Master Fund; (D) 1,524,300 Shares underlying 15,243 Call Options that cannot be exercised within 60 days held for the account of Glenview Capital Master Fund; (E) 670,798 Shares held for the account of Glenview Institutional Partners; (F) 515,100 Shares underlying 5,151 Call Options that cannot be exercised within 60 days held for the account of Glenview Institutional Partners; (G) 1,774,156 Shares held for the account of Glenview Capital Opportunity Fund; (H) 1,230,000 Shares underlying 12,300 Call Options that cannot be exercised within 60 days held for the account of Glenview Capital Opportunity Fund; (I) 1,386,062 Shares held for the account of Glenview Offshore Opportunity Master Fund; and (J) 1,535,900 Shares underlying 15,359 Call Options that cannot be exercised within 60 days held for the account of Glenview Offshore Opportunity Master Fund.
| | SCHEDULE 13D | |
| CUSIP No. 59001K100 | | Page 6 of 6 Pages |
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As described further in Item 6 below, the Reporting Persons do not have the right to exercise the Call Options within 60 days, do not have direct or indirect voting power or investment power over the Shares underlying the Call Options, and do not have the right to acquire such power over such Shares within 60 days. Notwithstanding the foregoing, based on Rule 13d-3(d) under the Act, the Reporting Persons began including the Shares underlying the Call Options in their reported beneficial ownership as of the date of this Schedule 13D. Pursuant to Rule 13d-4 under the Act, the Reporting Persons disclaim beneficial ownership over the Shares underlying the Call Options, and the inclusion of the Call Options in this Schedule 13D should not be construed as an admission that the Reporting Persons are, for purposes of section 13(d) or 13(g) of the Act, the beneficial owners of any Shares underlying the Call Options.
(c) There have been no transactions in Shares, or derivatives thereon, by the Reporting Persons during the past 60 days.
(d) The Glenview Funds are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares and Call Options covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
(e) This Item 5(e) is not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The response to Item 4 of this Schedule 13D is incorporated by reference herein.
Between November 14, 2017 and January 29, 2019, the Reporting Persons purchased in the over-the-counter market, and currently hold, an aggregate of 49,296 European-style zero-strike call options that are exercisable for 4,929,600 Shares (“Call Options”) and have an expiration date of February 5, 2020. These Call Options are not exercisable until their expiration date of February 5, 2020. The Call Options agreement does not give the Reporting Persons direct or indirect voting power or investment power over the Shares underlying the Call Options.
Except as otherwise described herein, including the Joint Filing Agreement filed as Exhibit A to this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to be Filed as Exhibits. |
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| Exhibit A: | Joint Filing Agreement |
| Exhibit B: | Power of Attorney |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | GLENVIEW CAPITAL MANAGEMENT, LLC | |
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| By: | /s/ Mark J. Horowitz | |
| | | Mark J. Horowitz | |
| | | Co-President of Glenview Capital Management, LLC | |
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| | LARRY ROBBINS | |
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| By: | /s/ Mark J. Horowitz | |
| | | Mark J. Horowitz, attorney-in-fact for Larry Robbins | |
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EXHIBIT A
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Meritor, Inc., dated as of October 18, 2019 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
| | GLENVIEW CAPITAL MANAGEMENT, LLC | |
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| By: | /s/ Mark J. Horowitz | |
| | | Mark J. Horowitz | |
| | | Co-President of Glenview Capital Management, LLC | |
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| | LARRY ROBBINS | |
| | | | |
| By: | /s/ Mark J. Horowitz | |
| | | Mark J. Horowitz, attorney-in-fact for Larry Robbins | |
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October 18, 2019
EXHIBIT B
KNOW ALL MEN BY THESE PRESENT, that I, Larry Robbins, hereby make, constitute and appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chief Executive Officer or in other capacities of Glenview Capital Management, LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Glenview Capital Management, LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 10th day of February, 2009.
| /s/ Larry Robbins | |
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| Larry Robbins | |
