Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - ZF TRW AUTOMOTIVE HOLDINGS CORP | a13-17802_2ex5d1.htm |
EX-1.1 - EX-1.1 - ZF TRW AUTOMOTIVE HOLDINGS CORP | a13-17802_2ex1d1.htm |
EX-99.1 - EX-99.1 - ZF TRW AUTOMOTIVE HOLDINGS CORP | a13-17802_2ex99d1.htm |
UNITED STATES
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
Date of Report (Date of earliest event reported) August 5, 2013
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) |
Registrants Telephone Number, Including Area Code (734) 855-2600
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))
ITEM 8.01. OTHER EVENTS.
On August 5, 2013, TRW Automotive Holdings Corp. (the Company), Automotive Investors L.L.C., an affiliate of The Blackstone Group L.P. (AI LLC), and certain executive officers of the Company entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc. (the Underwriter). Pursuant to the Underwriting Agreement, AI LLC and certain executive officers of the Company agreed to sell to the Underwriter 10,900,000 shares of the Companys common stock in a registered secondary public offering (the Offering) pursuant to the Companys shelf registration statement on Form S-3 filed on August 10, 2012 (File No. 333-183222). The closing of the Offering occurred on August 9, 2013.
The foregoing description does not purport to be a complete statement of the parties rights and obligations under the Underwriting Agreement, and is qualified in its entirety by reference to the full text of the Underwriting Agreement which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
An opinion of Simpson Thacher & Bartlett LLP is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
On August 5, 2013, the Company announced the Offering by press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
1.1* |
|
Underwriting Agreement, dated August 5, 2013, among TRW Automotive Holdings Corp., the selling stockholders named therein and Citigroup Global Markets Inc. |
|
|
|
5.1* |
|
Opinion of Simpson Thacher & Bartlett LLP |
|
|
|
23.1* |
|
Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) |
|
|
|
99.1* |
|
Press Release of TRW Automotive Holdings Corp. dated August 5, 2013 |
* Filed herewith
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: August 9, 2013 |
By: |
/s/ Joseph S. Cantie |
|
|
Joseph S. Cantie |
|
|
Executive Vice President and Chief Financial Officer |
Index to Exhibits
Exhibit No. |
|
Description |
|
|
|
1.1 |
|
Underwriting Agreement, dated August 5, 2013, among TRW Automotive Holdings Corp., the selling stockholders named therein and Citigroup Global Markets Inc. |
|
|
|
5.1 |
|
Opinion of Simpson Thacher & Bartlett LLP |
|
|
|
23.1 |
|
Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) |
|
|
|
99.1 |
|
Press Release of TRW Automotive Holdings Corp. dated August 5, 2013 |