Attached files
file | filename |
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8-K - FORM 8-K - ZF TRW AUTOMOTIVE HOLDINGS CORP | k48598e8vk.htm |
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 |
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 | ||||
Media Contact: | ||||
John Wilkerson | ||||
(734) 855-3864 |
TRW Completes $259 Million 3.50% Exchangeable Senior Notes Offering Including Full Exercise of
Underwriters Over-Allotment Option
LIVONIA, MICHIGAN, November 20, 2009 TRW Automotive Holdings Corp. (NYSE: TRW) (the Company)
today announced its wholly-owned subsidiary, TRW Automotive Inc. (TAI), has completed its
previously announced private offering of 3.50% exchangeable senior notes due 2015 (the Notes).
The Company also announced that the underwriters fully exercised their option to purchase
additional notes to cover over-allotments, resulting in a total sale of $259 million in aggregate
principal amount of Notes.
The Company estimates that the net proceeds from this offering will be approximately $251 million
after deducting initial purchasers discounts and estimated offering expenses. TAI intends to use
approximately $112 million 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 were offered only to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (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 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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