TRW Prices Offering of $225 Million Exchangeable Senior Notes Due 2015
November 16 2009 - 6:59PM
PR Newswire (US)
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. DATASOURCE: TRW Automotive Holdings
Corp. CONTACT: Investor Relations, Mark Oswald, +1-734-855-3140, or
Media, John Wilkerson, +1-734-855-3864, both of TRW Automotive
Holdings Corp. Web Site: http://www.trwauto.com/ Company News
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