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8-K - FORM 8-K - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48578e8vk.htm |
EXHIBIT 99.1
News Release
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TRW Automotive 12001 Tech Center Drive Livonia, MI 48150 |
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Investor Relations Contact: Mark Oswald (734) 855-3140 |
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Media Contact: John Wilkerson (734) 855-3864 |
TRW Prices Offering of $225 Million Exchangeable Senior Notes due 2015
LIVONIA, MICHIGAN, November 16, 2009 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 Companys 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 Companys common stock on the
New York
Stock Exchange on November
16, 2009. Upon exchange, TAIs exchange obligation may be settled, at TAIs option, in shares of
the Companys common
stock, cash, or a combination of cash and shares of the Companys common stock. In addition,
following certain corporate transactions that occur prior to the maturity date or following TAIs
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 Companys guarantee and the
shares of the Companys 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 worlds 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 stockholders 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.
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