News Releases

TRW Automotive Inc. Announces the Commencement of Solicitations of Consents Relating to Certain Outstanding Notes

Jul 7, 2015

LIVONIA, Mich., July 7, 2015 /PRNewswire/ -- TRW Automotive Inc. (the "Company") announced today that it is soliciting (the "Solicitations") from registered holders at 5:00 p.m., New York City time, on July 6, 2015 (such time and date, the "Record Time" and such holders, the "Holders") of its outstanding 4.50% Senior Notes due 2021 (the "2021 Notes") and its outstanding 4.450% Senior Notes due 2023 (the "2023 Notes" and together with the 2021 Notes, the "Notes") consents (the "Consents") to proposed amendments (the "Proposed Amendments") to the indenture dated as of February 28, 2013, under which the 2021 Notes were issued (as amended and supplemented to the date hereof, the "2021 Indenture") and to the indenture dated as of November 21, 2013, under which the 2023 Notes were issued (as amended and supplemented to the date hereof, the "2023 Indenture" and together with the 2021 Indenture, the "Indentures").

As described in more detail in the consent solicitation statement dated July 7, 2015 (the "Solicitation Statement"), the Proposed Amendments would align the reporting obligations under the Indentures with those of ZF Friedrichshafen AG ("ZF") under ZF's outstanding series of USD- and EUR-denominated notes (the "ZF Notes"). Following consummation, on May 15, 2015, of the merger (the "Merger") of a subsidiary of ZF with and into ZF TRW Automotive Holdings Corp. (f/k/a TRW Automotive Holdings Corp.) ("Holdings") with Holdings surviving the Merger as an indirect wholly owned subsidiary of ZF, none of the Company, Holdings or ZF is currently, nor are they in the future expected to be, subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. 

The Company is offering each Holder who validly delivers and does not validly revoke a Consent prior to 5:00 p.m., New York City time, on Wednesday, July 15, 2015 (such date and time, as the Company may extend it from time to time, the "Expiration Date") a consent fee (the "Consent Fee") of $2.50 per $1,000 principal amount of the Notes with respect to which such Holder has delivered such Consent, subject to the terms and conditions of the Solicitations.  Interest will not accrue on or be payable with respect to the Consent Fee. 

Description of Securities

CUSIP No.

Principal Amount Outstanding

Consent Fee (per $1,000 principal amount)

4.50% Senior Notes due 2021

Rule 144A Notes:  87264M AJ8

Regulation S Notes:  U55440 AE8

$118,743,000

$2.50

4.450% Senior Notes due 2023

Rule 144A Notes:  87264M AK5

Regulation S Notes:  U55440 AF5

$42,534,000

$2.50

 

Each Indenture provides that the Company, the guarantors party thereto (the "Guarantors") and the Trustee may amend such Indenture to effect the Proposed Amendments with the written consent of the Holders of at least a majority in principal amount of the Notes outstanding under such Indenture voting as a single class (the "Requisite Consents"). 

As soon as practical following receipt of the Requisite Consents with respect to each Indenture and in compliance with the conditions contained in such Indenture, the Company, the Guarantors and the Trustee will execute a supplemental indenture to such Indenture containing the Proposed Amendments (each a "Supplemental Indenture" and collectively, the "Supplemental Indentures") and the Proposed Amendments will become effective (the "Effective Time"), whether before, on or after the Expiration Date.  However, the Proposed Amendments will not become operative unless and until the Company pays the Consent Fee payable pursuant to the applicable Solicitation.

Holders that do not provide valid and unrevoked Consents prior to the Expiration Date will not receive the Consent Fee.  If the Requisite Consents are received and a Supplemental Indenture is executed and becomes effective and operative with respect to a series of Notes, all holders of such Notes (including Holders that do not deliver a valid and unrevoked Consent) will be bound by the Proposed Amendments.

This press release does not constitute a solicitation of Consents. The Solicitation is being made solely on the terms and subject to the conditions set forth in the Solicitation Statement. The Company may, in its sole discretion, terminate, extend or amend either or both of the Solicitations at any time, as described in the Solicitation Statement.

Questions concerning the terms of the Solicitations should be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-8395 (collect). J.P. Morgan Securities LLC is the Solicitation Agent for the Solicitations (the "Solicitation Agent"). Requests for assistance in completing and delivering a consent form or requests for additional copies of the Solicitation Statement, the consent form or other related documents should be directed to D.F. King & Co., Inc. (the "Information and Tabulation Agent"), at (212) 269-5550 (collect) or (866) 620-9554 (toll-free) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.

Important Notice

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. None of the Company, the Company's affiliates, the Guarantors, the Trustee, the Solicitation Agent or the Information and Tabulation Agent makes any recommendation as to whether Holders should provide Consents to the Proposed Amendments. Holders should not construe the contents of this press release, the Solicitation Statement, the Consent Form or any related materials as legal, business or tax advice.  Each Holder should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Solicitations.

The Solicitations are not being made to, and Consents will not be accepted from or on behalf of, a Holder in any jurisdiction in which the making of the Solicitations or the acceptance of Consents would not be in compliance with the laws of such jurisdiction.  However, the Company may in its discretion take such action as it may deem necessary to lawfully make the Solicitations in any such jurisdiction and to extend the Solicitations to any Holder in such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Solicitations to be made by a licensed broker or dealer, the Solicitations will be deemed to be made on behalf of the Company by the Solicitation Agent or one or more registered brokers or dealers that are appropriately licensed under the laws of such jurisdiction.

NEITHER THE SOLICITATION STATEMENT NOR THE CONSENT FORM NOR ANY RELATED DOCUMENTS HAVE BEEN FILED WITH OR REVIEWED BY THE SEC, NOR HAVE THEY BEEN FILED WITH OR REVIEWED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY.  NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE SOLICITATION STATEMENT OR THE CONSENT FORM OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

Cautionary Note Regarding Forward-Looking Statements

This press release, including information included or incorporated by reference herein, contains forward-looking statements, with respect to, among other things, the Company's or ZF's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. When used in this communication, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," and future or conditional verbs, such as "will," "should," "could" or "may," as well as variations of such words or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are so designated. All forward-looking statements are based upon the Company's current expectations and various assumptions, and apply only as of the date of this communication. The Company's expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will be achieved.

The Company

The Company and Holdings are Delaware corporations formed in 2002 with a business history stretching back to the turn of the twentieth century. The Company is among the world's largest and most diversified suppliers of automotive systems, modules and components to global automotive original equipment manufacturers and related aftermarkets. The Company conducts substantially all of its operations through its subsidiaries. These operations primarily encompass the design, manufacture and sale of active and passive safety related products and systems. Active safety related products and systems principally refer to vehicle dynamic controls (primarily braking and steering) and electronics (primarily driver assist cameras and radars), and passive safety related products and systems principally refer to occupant restraints (primarily airbags and seat belts) and electronics (primarily airbag electronic control units, and crash and occupant weight sensors). The Company operates its business along four segments: Chassis Systems, Occupant Safety Systems, Electronics and Automotive Components.

The Company's headquarters are located at 12001 Tech Center Drive, Livonia, Michigan 48150, and its telephone number is (800) 219-7411. The Company's corporate web address is www.trw.com. The information provided on the Company's website is not part of this Statement and is not incorporated into this Statement by reference hereby or by any other reference to the Company's website provided in this Statement.

As a result of the Merger, Holdings and the Company are indirect wholly-owned subsidiaries of ZF. 

ZF

ZF is a privately held stock corporation organized and existing under the laws of the Federal Republic of Germany. ZF was founded in 1915 to produce gears and transmissions for aircraft, motor vehicles, and motorboats.  It is today a global leader in the design, manufacturing and sale of driveline and chassis technology for the automotive industry and certain industrial sectors. 

ZF is primarily active in the automotive industry, in particular as a supplier to passenger car and commercial vehicle manufacturers. However, its activities also include other market segments such as electronic systems, wind power, marine propulsion, aviation technology, rail drives, special drives and test systems, transmission systems, units and components, as well as chassis systems and components.  In addition to its primary product offering, ZF offers a wide range of services that are mainly marketed by its ZF Services organization. Its international service network offers customers an extensive range of services globally, primarily involving the spare-parts business for driveline and chassis technology as well as maintenance and repair services.

ZF's operating activities are organized into four divisions: Car Powertrain Technology; Car Chassis Technology; Commercial Vehicle Technology; and Industrial Technology. In addition, it has two independent business units: Electronic Systems and ZF Services.

ZF's headquarters are located at Graf-von-Soden-Platz 1, 88046 Friedrichshafen, Germany and its telephone number is +49 7541 77-0. ZF's corporate web address is www.zf.com. The information provided on the ZF website is not part of this press release and is not incorporated into this press release by reference hereby or by any other reference to ZF's website provided in this press release.

 

SOURCE TRW Automotive Inc.

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


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