TRW Prices Offering of $225 Million Exchangeable Senior Notes Due 2015
LIVONIA, Mich., Nov. 16 /PRNewswire-FirstCall/ -- TRW Automotive Holdings
Corp. (NYSE: TRW) (the "Company" or "TRW Automotive"), today announced that
its wholly-owned subsidiary, TRW Automotive Inc. ("TAI"), priced its
previously announced private offering of $225 million in aggregate principal
amount of 3.50% exchangeable senior notes due 2015 (the "Notes"). In
addition, TAI has granted the initial purchasers of the Notes a 30-day option
to purchase up to an additional $33.75 million in aggregate principal amount
of Notes, solely to cover over-allotments, if any. The Notes are being sold
in a private placement only to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the "Securities Act").
The Notes will be senior unsecured obligations of TAI and will be fully and
unconditionally guaranteed by the Company on a senior unsecured basis. The
Notes will pay interest semi-annually on June 1 and December 1 at a rate of
3.50% per annum, and will mature on December 1, 2015.
Prior to September 1, 2015, the Notes will be exchangeable only upon specified
events and during specified periods and, thereafter, at any time, based on an
initial exchange rate of 33.8392 shares of the Company's common stock per
$1,000 principal amount of the Notes, which is equivalent to an initial
exchange price of approximately $29.55 or a 35% exchange premium based on the
closing sale price of $21.89 per share of the Company's common stock on the
New York Stock Exchange on November 16, 2009. Upon exchange, TAI's exchange
obligation may be settled, at TAI's option, in shares of the Company's common
stock, cash, or a combination of cash and shares of the Company's common
stock. In addition, following certain corporate transactions that occur prior
to the maturity date or following TAI's election to redeem the Notes, TAI
will, in certain circumstances, increase the exchange rate for a holder who
elects to exchange its notes in connection with such a corporate transaction
or redemption.
Holders of the Notes may require TAI to repurchase the Notes upon certain
fundamental changes at a repurchase price equal to 100% of the principal
amount plus accrued and unpaid interest to, but excluding, the repurchase
date. TAI will have the option to redeem all or any portion of the notes on
or after December 6, 2013, if certain conditions are met, at a redemption
price equal to 100% of the principal amount plus accrued and unpaid interest
to, but excluding, the redemption date.
The Company estimates that the net proceeds from this offering will be
approximately $218 million after deducting initial purchasers' discounts and
estimated offering expenses. TAI intends to use approximately one-half of the
net proceeds from the offering to repay borrowings under its existing term
loan facilities and to use the remaining net proceeds for general corporate
purposes, which may include additional repayment of debt.
The Notes will be offered only to qualified institutional buyers (as defined
under the Securities Act) pursuant to Rule 144A under the Securities Act. The
Notes, the Company's guarantee and the shares of the Company's common stock
issuable upon exchange of the Notes have not been, and will not be, registered
under the Securities Act or any state securities laws and may not be offered
or sold in the United States or to any U.S. person absent registration under
the Securities Act or an applicable exemption from the registration
requirements of the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of
an offer to buy any securities nor shall there be any sale of any 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 jurisdiction.
About TRW
With 2008 sales of $15.0 billion, TRW Automotive ranks among the world's
leading automotive suppliers. Headquartered in Livonia, Michigan, USA, the
Company, through its subsidiaries, operates in 26 countries and employs
approximately 64,000 people worldwide. TRW Automotive products include
integrated vehicle control and driver assist systems, braking systems,
steering systems, suspension systems, occupant safety systems (seat belts and
airbags), electronics, engine components, fastening systems and aftermarket
replacement parts and services.
Forward-Looking Statements
This release contains statements that are not statements of historical fact,
but instead are forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. We caution readers not to
place undue reliance on these statements, which speak only as of the date
hereof. All forward-looking statements are subject to numerous assumptions,
risks and uncertainties which can cause our actual results to differ
materially from those suggested by the forward-looking statements, including
those set forth in our Report on Form 10-K for the fiscal year ended December
31, 2008 (our "Form 10-K"), and in our Reports on Form 10-Q for the quarters
ended April 3, July 3 and October 2, 2009, such as: any prolonged contraction
in automotive sales and production adversely affecting our results, liquidity
or the viability of our supply base; the financial condition of OEMs,
particularly the Detroit Three, adversely affecting us or the viability of our
supply base; disruptions in the financial markets adversely impacting the
availability and cost of credit negatively affecting our business; our
substantial debt and resulting vulnerability to economic or industry downturns
and to rising interest rates; escalating pricing pressures from our customers;
commodity inflationary pressures adversely affecting our profitability and
supply base; our dependence on our largest customers; any impairment of a
significant amount of our goodwill or other intangible assets; costs of
product liability, warranty and recall claims and efforts by customers to
adversely alter contract terms and conditions concerning warranty and recall
participation; strengthening of the U.S. dollar and other foreign currency
exchange rate fluctuations impacting our results; any increase in the expense
and funding requirements of our pension and other postretirement benefits;
risks associated with non-U.S. operations, including foreign exchange risks
and economic uncertainty in some regions; work stoppages or other labor issues
at our facilities or at the facilities of our customers or suppliers;
volatility in our annual effective tax rate resulting from a change in
earnings mix or other factors; costs or liabilities relating to environmental,
health and safety regulations; assertions by or against us relating to
intellectual property rights; the possibility that our largest stockholder's
interests will conflict with our or our other stockholders' interests; and
other risks and uncertainties set forth in our Form 10-K and in our other
filings with the Securities and Exchange Commission. We do not undertake any
obligation to release publicly any update or revision to any of the
forward-looking statements.
SOURCE TRW Automotive Holdings Corp.
Investor Relations, Mark Oswald, +1-734-855-3140, or Media, John Wilkerson,
+1-734-855-3864, both of TRW Automotive Holdings Corp.
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