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TRW Automotive Inc. Announces Change of Control Offers to Purchase its 4.50% Senior Notes due 2021 and 4.450% Senior Notes due 2023, Execution of Supplemental Indentures by ZF to Guarantee Such Notes and Optional Redemption of its 7 1/4% Senior Notes due

May 27, 2015

LIVONIA, Mich., May 27, 2015 /PRNewswire/ -- TRW Automotive Inc. (the "Company"), an indirect wholly-owned subsidiary of ZF Friedrichshafen AG, a stock corporation organized and existing under the laws of the Federal Republich of Germany ("ZF"), announced today that it has:

  • commenced offers to purchase for cash (each an "Offer" and collectively, the "Offers") any and all of its outstanding (i) 4.50% Senior Notes due 2021 (the "2021 Notes") and (ii) 4.450% Senior Notes due 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes");
  • entered into supplemental indentures in respect of the Notes with ZF pursuant to which ZF agreed to guarantee the Company's obligations under the Notes; and
  • issued a notice of optional redemption of all of its outstanding 7 ¼% Senior Notes due 2017 (the "2017 Notes").

Offers to Purchase the Notes

The Offers are being made pursuant to an Offer to Purchase dated May 27, 2015 (the "Offer to Purchase") and the related Letter of Transmittal, which contain detailed information concerning the terms of the Offers.  The indentures governing the Notes and the Notes provide that holders have the right to require the Company to offer to repurchase Notes from holders following the occurrence of a "Change of Control Triggering Event" (as defined in each of the indentures).  On May 15, 2015, a Change of Control Triggering Event occurred with respect to the Notes as a result of the merger of a subsidiary of ZF with and into ZF TRW Automotive Holdings Corp. (f/k/a TRW Automotive Holdings Corp.) and subsequent ratings downgrades.  Accordingly, the Company is offering to purchase any and all of the Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, to, but not including, the applicable payment date.

Certain information regarding the Notes is summarized in the table below.

CUSIP Number


Title of Note


Aggregate

Principal Amount

Outstanding






Rule 144A Notes: 

     87264M AJ8

Regulation S Notes: 

     U55440 AE8


4.50% Senior Notes due
2021


$400,000,000






Rule 144A Notes:

     87264M AK5

Regulation S Notes:

     U55440 AF5


4.450% Senior Notes due
2023


$400,000,000

 

The Offers for each series of the Notes will expire at 11:59 p.m., New York City time, on June 25, 2015, unless extended or earlier terminated (such date and time, as the same may be modified, the "Offer Expiration Date").  Assuming that the conditions to each Offer are satisfied or waived, the payment date for each Offer is expected to be the first business day following the Offer Expiration Date.

The purchase price offered hereby for each $1,000 principal amount of Notes validly tendered and not withdrawn pursuant to each Offer is an amount equal to 101% of the principal amount of the applicable Notes tendered pursuant thereto, plus accrued and unpaid interest, to, but not including, the applicable payment date.  Notes may be tendered pursuant to the Offers only in denominations of $2,000 or integral multiples of $1,000 in excess thereof.

The obligation of the Company to accept for purchase, and to purchase, Notes validly tendered and not validly withdrawn pursuant to the Offers is subject to certain customary conditions.  Subject to applicable securities laws and the terms and conditions set forth in the Offer to Purchase, the Company reserves the right, on or prior to the Offer Expiration Date, to (x) waive any and all conditions to any Offer, (y) extend or terminate any Offer or (z) otherwise amend any Offer in any respect.

The Company has retained D.F. King & Co., Inc. to serve as information agent and depositary.  Questions regarding the Offers and requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 212 269 5550 (banks and brokers) or +1 866 620 9554.

None of the Company, the Information Agent or the Depositary makes any recommendation as to whether or not holders should tender their Notes pursuant to any Offer.  Each holder must make its own decision as to whether to tender its Notes and the principal amount of Notes to be tendered.

Upon completion of the Offers, the Company intends to solicit consents from holders of the Notes that have not tendered their Notes in the Offers to amend Section 4.02 -- SEC Reports of each indenture to align the reporting obligations under the indentures with those of ZF under ZF's outstanding notes, as further described in the Offer to Purchase.  The Offer to Purchase is not an offer in respect of or a solicitation from holders of such consents.  Such solicitation of consents will be conducted only through a separate consent solicitation statement, and holders are directed to such consent solicitation statement that the Company will separately provide to holders for further details about the full terms and conditions of the consent solicitation, including procedures for submitting consents and further details about the proposal for revised Section 4.02.

This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell the Notes, or a solicitation of consents in respect of the Notes.  The Offers are being made only pursuant to the offer documents, including the Offer to Purchase and the related Letter of Transmittal that will be distributed to the holders of the Notes. The Offers are not being made in any jurisdiction in which such offer and solicitation or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Supplemental Indentures in Respect of the Notes

The Company, ZF, the other guarantors of the respective Notes and the trustee for the Notes have entered into supplemental indentures pursuant to which ZF has agreed, jointly and severally with all other guarantors, to unconditionally guarantee the Company's obligations under the Notes and the respective indentures on the terms and subject to the conditions set forth in the indentures, and to be bound by all other applicable provisions of the indentures and the Notes.

Optional Redemption of the 2017 Notes

On May 27, 2015, the Company issued a notice to holders of its 2017 Notes that it will optionally redeem all outstanding 2017 Notes on June 30, 2015 (the "Redemption Date").  

On the Redemption Date, the 2017 Notes will be redeemed at a redemption price (the "Redemption Price") equal to the sum of (i) 100% of the principal amount of the 2017 Notes, plus (ii) the "Applicable Premium" (as defined below) as of the Redemption Date, plus (iii) accrued and unpaid interest to, but excluding, the Redemption Date.

The Applicable Premium with respect to a 2017 Note on the Redemption Date will be the excess, if any, of (a) the present value at the Redemption Date of (i) $1,000 payable on March 15, 2017, plus (ii) all required interest payments due on such 2017 Notes through March 15, 2017, (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such 2017 Note.

ZF is a global leader in driveline and chassis technology as well as active and passive safety technology. The company, which acquired TRW Automotive on May 15, 2015, is now represented at about 230 locations in some 40 countries. The two companies, which were still independent in 2014, achieved a sales figure exceeding €30 billion with 134,000 employees. As in previous years, both companies have invested approximately 5 percent of their sales in Research and Development (recently €1.6 billion) in order to be successful with innovative products. ZF is one of the top three automotive suppliers worldwide.

In 2015, the company is celebrating its centennial. Originally named Zahnradfabrik GmbH, ZF was founded in Friedrichshafen in 1915 by Luftschiffbau Zeppelin GmbH among others. In its early years, the company developed, tested, and manufactured aircraft transmissions. After 1919, the company focus shifted under Alfred Graf von Soden-Fraunhofen, the first Managing Director and later member of the Board of Management and CEO, to the automotive and commercial vehicle industry. In this sector, the company established itself once and for all as a major technology supplier, registering numerous patents for innovative transmission technology. The first location outside Europe was founded in Brazil in 1958, launching a globalization drive that continues today. In addition, ZF constantly expanded its range of expertise – also through acquisitions. For instance, in 1984 ZF acquired the majority share in Lemforder Metallwaren & Co. KG, a move which extended the product portfolio to include chassis technology. Later, in 2001, ZF took over Mannesmann Sachs AG to strengthen its value creation chain with driveline and chassis components. It adopted the current name of ZF Friedrichshafen AG in 1992. Today's product range includes driveline and chassis technology such as transmissions, driveline and chassis components, as well as complete axle systems and modules. ZF products are used in passenger cars, commercial vehicles, construction and agricultural machinery, rail vehicles and marine applications. The company also focuses on the wind power and electronic components business. In addition, ZF Services represents the Group on the international aftermarket. In May 2015, ZF completed the acquisition of the U.S. automotive supplier TRW which had been previously announced in 2014. The shareholders of ZF Friedrichshafen AG are the Zeppelin Foundation, administered by the City of Friedrichshafen, holding a share of 93.8 percent, and the Dr. Jürgen and Irmgard Ulderup Foundation, Lemforde, with 6.2 percent. The "Motion and Mobility" slogan clearly states the company's core mission: Right from its foundation, ZF has developed and manufactured innovative products for all people around the globe who want to move things reliably, comfortably, and safely, and experience the ultimate in efficient mobility. Quality, technological leadership, and innovative power have always defined the Group's identity – today as much as ever.

For further press information and photos please visit: www.zf.com

SOURCE TRW Automotive Inc.

For further information: Peter Rapin, Vice President and Treasurer, ZF TRW, + 734 855-3130, peter.rapin@trw.com; Glenn Hand, Assistant Treasurer, ZF TRW, +734 855-3367, glenn.hand@trw.com


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