Attached files
file | filename |
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EX-4.1 - EX-4.1 - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48598exv4w1.htm |
EX-4.2 - EX-4.2 - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48598exv4w2.htm |
EX-99.2 - EX-99.2 - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48598exv99w2.htm |
EX-99.1 - EX-99.1 - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48598exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 20, 2009
TRW Automotive Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31970 | 81-0597059 | |
(Commission File Number) | (IRS Employer Identification No.) | |
12001 Tech Center Drive, Livonia, Michigan | 48150 | |
(Address of Principal Executive Offices) | (Zip Code) |
(734) 855-2600
(Registrants Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indenture dated as of November 20, 2009 among TRW Automotive Inc., TRW Automotive Holdings Corp.,
as guarantor, and The Bank of New York Mellon, as trustee, pertaining to the Exchangeable Senior
Notes due 2015
Indenture dated as of November 23, 2009 among TRW Automotive Inc., the guarantors party thereto and
The Bank of New York Mellon, as trustee, pertaining to the Senior Notes due 2017
Press Release of TRW Automotive Holdings Corp. dated November 20, 2009
Press Release of TRW Automotive Holdings Corp. dated November 23, 2009
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Exchangeable Senior Notes Indenture
On November 20, 2009, TRW Automotive Inc. (TAI), a subsidiary of TRW Automotive Holdings Corp.
(the Company), announced the closing of its private offering of $258,750,000 in aggregate
principal amount of 3.50% exchangeable senior notes due 2015 (the Exchangeable Senior Notes),
which included the full exercise of the initial purchasers over-allotment option.
The Exchangeable Senior Notes were issued under an indenture (the Exchangeable Senior Notes
Indenture) dated as of November 20, 2009, among TAI, the Company and The Bank of New York Mellon,
as Trustee. The Exchangeable Senior Notes are senior unsecured obligations of TAI and are fully
and unconditionally guaranteed by the Company on a senior unsecured basis. Interest is payable on
the Exchangeable Senior Notes on June 1 and December 1 of each year, beginning on June 1, 2010.
The Exchangeable Senior Notes will mature on December 1, 2015, unless earlier exchanged,
repurchased by TAI at the holders option upon a fundamental change, or redeemed by TAI after
December 6, 2013, at TAIs option if certain conditions are met.
The Exchangeable Senior Notes are (i) senior in right of payment to TAIs future indebtedness that
is expressly subordinated in right of payment to the Exchangeable Senior Notes, (ii) equal in right
of payment to TAIs existing and future unsecured indebtedness that is not so subordinated,
including TAIs existing senior notes, (iii) junior in right of payment to any of TAIs secured
indebtedness to the extent of the value of the assets securing such indebtedness, including the
indebtedness under TAIs senior secured credit facilities, and (iv) structurally junior to all
existing and future indebtedness incurred by TAIs subsidiaries.
The Exchangeable Senior Notes Indenture contains customary events of default, including, among
other things, payment default, exchange default, failure to provide certain notices under the
Exchangeable Senior Notes Indenture and certain cross-default provisions linked to payment of other
indebtedness of TAI, the Company or certain of its subsidiaries.
The Exchangeable Senior Notes were offered only to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the Securities Act). The Exchangeable Senior
Notes, the Companys guarantee and the shares of the Companys common stock issuable upon exchange
of the Exchangeable Senior Notes have not been, and will not be, registered under the Securities
Act. The Exchangeable Senior Notes and any shares of Company common stock issued upon their
exchange are subject to restrictions on transferability and resale.
Additional terms of the Exchangeable Senior Notes are described in Item 8.01 Other Events in the
Companys Current Report on Form 8-K filed on November 17, 1009, and in the text of Exhibit 99.1
thereto incorporated by reference therein, which are incorporated herein by reference.
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The foregoing description of the Exchangeable Senior Notes Indenture does not purport to be a
complete statement of the parties rights and obligations under such agreement and is qualified in
its entirety by reference to the Exchangeable Senior Notes Indenture, which is attached hereto as
Exhibit 4.1 and incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer
to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Senior Notes Indenture
On November 23, 2009, TAI announced the closing of its private offering of $250,000,000 in
aggregate principal amount of 8.875% senior notes due 2017 (the Senior Notes). The Senior Notes
are senior unsecured obligations of TAI and are guaranteed on a senior unsecured basis by
substantially all of TAIs direct and indirect wholly-owned domestic subsidiaries, other than
receivables subsidiaries and captive insurance subsidiaries (collectively, the Guarantors).
Under certain circumstances, the Company and TRW Automotive Intermediate Holdings Corp. must also
provide senior guarantees.
The Senior Notes were issued under an indenture (the Senior Notes Indenture) dated as of November
23, 2009, among TAI, the Guarantors and The Bank of New York Mellon, as Trustee. Interest is
payable on the Senior Notes on June 1 and December 1 of each year, beginning on June 1, 2010. The
Senior Notes will mature on December 1, 2017. TAI may redeem some or all of the Senior Notes after
December 1, 2013 at the redemption prices specified in the Senior Notes Indenture plus accrued and
unpaid interest to the redemption date. Prior to December 1, 2013, TAI may redeem some or all of
the Senior Notes at a redemption price equal to 100% of their principal amount, plus the applicable
make-whole premium, plus accrued and unpaid interest to the redemption date. In addition, prior
to December 1, 2012, TAI may redeem up to 35% of the original principal amount of the Senior Notes
with the proceeds of certain equity offerings at the redemption price specified in the Senior Notes
Indenture.
The Senior Notes Indenture contains covenants that impose significant restrictions on TAI and its
subsidiaries, including limitations on the ability of TAI and its subsidiaries to make restricted
payments, incur liens, enter into sale and leaseback transactions and engage in mergers or
consolidations. These covenants are subject to a number of important qualifications and
limitations.
The Senior Notes are (i) equal in right of payment to TAIs existing and future unsecured senior
indebtedness, including TAIs existing senior notes and the Exchangeable Senior Notes, (ii) senior
in right of payment to TAIs future subordinated indebtedness, and (iii) effectively subordinated
in right of payment to TAIs existing and future secured indebtedness (including TAIs secured debt
under its senior secured credit facilities), to the extent of the value of the assets securing such
indebtedness, and to all liabilities of each of TAIs current and future subsidiaries that do not
guarantee the Senior Notes.
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Upon the
occurrence of certain fundamental changes relating to the Company or
TAI, holders may require TAI to purchase their Senior Notes at 101%
of their principal amount, plus accrued and unpaid interest to the
redemption date.
The Senior Notes Indenture contains customary events of default, including, among other things,
payment default, covenant default and certain cross-default provisions linked to payment of other
indebtedness of TAI or certain of its subsidiaries.
The Senior Notes were offered only to qualified institutional buyers pursuant to Rule 144A and
Regulation S under the Securities Act. The Senior Notes have not been, and will not be, registered
under the Securities Act and are subject to restrictions on transferability and resale.
The foregoing description of the Senior Notes Indenture does not purport to be a complete statement
of the parties rights and obligations under such agreement and is qualified in its entirety by
reference to the Senior Notes Indenture, which is attached hereto as Exhibit 4.2 and incorporated
herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer
to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Use of Proceeds
After deducting Initial Purchasers discounts, fees and estimated expenses, the net proceeds to TAI
from the offering of the Exchangeable Senior Notes were approximately $251,000,000.
TAI used approximately $112,000,000 of these net proceeds to prepay amounts outstanding under its
Term Loan A facility that would otherwise be due in 2010 and 2011 (Term Loan A) and its Term Loan
B facility that matures in February 2014 (Term Loan B and, together with Term Loan A, the Term
Loans). TAI intends to use the remaining net proceeds of the Exchangeable Senior Notes offering
for general corporate purposes, which may include additional repayment of debt.
After deducting Initial Purchasers discounts, fees and estimated expenses, the net proceeds to TAI
from the offering of the Senior Notes were approximately $242,000,000. TAI intends to use
approximately $138,000,000 of these net proceeds to prepay amounts outstanding under its Term Loans
and to use the remaining net proceeds of the offering for general corporate purposes.
Certain of the initial purchasers of the Exchangeable Senior Notes and the Senior Notes
(collectively, the Initial Purchasers) and their affiliates make investments directly or
indirectly in the Company and affiliates of The Blackstone Group L.P. and have performed and in the
future will continue to perform various investment banking, commercial banking and advisory
services for the Company and its affiliates from time to time for which they have received or may
receive customary fees and expenses. Affiliates of certain of the Initial Purchasers of the Senior
Notes also acted as initial purchasers of the Exchangeable Senior Notes. In addition, affiliates
of certain of the Initial Purchasers are lenders under TAIs Term Loans and will receive a portion
of the net proceeds in connection with their prepayment. Several of the Initial Purchasers or
their affiliates are also lenders under the revolving credit facility of TAIs Sixth
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Amended and Restated Credit Agreement. The Initial Purchasers or their affiliates may also hold the Companys equity or
TAIs debt securities from time to time.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
this reference.
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.
The Senior Notes Indenture described in Item 1.01 hereof limits the ability of TAI and its
subsidiaries to declare or pay any dividend or make any distribution on account of TAIs or any of
its subsidiaries equity interests or purchase or otherwise acquire or retire for value any equity
interests of TAI, the Company or TRW Automotive Intermediate Holdings Corp. (any such action is
referred to as a Restricted Payment). Subject to certain exceptions, neither TAI nor any of its
subsidiaries shall directly or indirectly make a Restricted Payment if at the time of such action
and after giving effect thereto the ratio of (x) indebtedness (as defined in the Senior Notes
Indenture) of TAI and its subsidiaries at such time to (y) EBITDA (as defined in the Senior Notes
Indenture) of TAI and its subsidiaries for the most recently ended four fiscal quarters for which
financial statements are available is more than 3.75 to 1.00, determined on a pro forma basis,
unless TAI makes an offer to all holders of Senior Notes to repurchase all or part of such holders
Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase.
ITEM 8.01. OTHER EVENTS.
On November 20, 2009, the Company issued a press release announcing the closing of TAIs offering
of the Exchangeable Senior Notes. On November 23, 2009, the Company issued a press release
announcing the closing of TAIs offering of the Senior Notes. The text of such press releases,
which are attached hereto as Exhibits 99.1 and 99.2, is incorporated herein in its entirety.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. | Description | |
4.1
|
Indenture dated as of November 20, 2009 among TRW Automotive Inc., TRW Automotive Holdings Corp., as guarantor, and The Bank of New York Mellon, as trustee, pertaining to the Exchangeable Senior Notes due 2015 | |
4.2
|
Indenture dated as of November 23, 2009 among TRW Automotive Inc., the guarantors party thereto and The Bank of New York Mellon, as trustee, pertaining to the Senior Notes due 2017 | |
99.1
|
Press release of TRW Automotive Holdings Corp. dated November 20, 2009 | |
99.2
|
Press release of TRW Automotive Holdings Corp. dated November 23, 2009 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
TRW AUTOMOTIVE HOLDINGS CORP. |
||||
Dated: November 25, 2009 | By: | /s/ Joseph S. Cantie | ||
Joseph S. Cantie | ||||
Executive Vice President and Chief Financial Officer |
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Index to Exhibits
Exhibit No. | Description | |
4.1
|
Indenture dated as of November 20, 2009 among TRW Automotive Inc., TRW Automotive Holdings Corp., as guarantor, and The Bank of New York Mellon, as trustee, pertaining to the Exchangeable Senior Notes due 2015 | |
4.2
|
Indenture dated as of November 23, 2009 among TRW Automotive Inc., the guarantors party thereto and The Bank of New York Mellon, as trustee, pertaining to the Senior Notes due 2017 | |
99.1
|
Press release of TRW Automotive Holdings Corp. dated November 20, 2009 | |
99.2
|
Press release of TRW Automotive Holdings Corp. dated November 23, 2009 |
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