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TRW Automotive Inc. Announces Successful Completion of Consent Solicitations

Jul 16, 2015

LIVONIA, Mich., July 16, 2015 /PRNewswire/ -- TRW Automotive Inc. (the "Company") announced today that it has obtained the requisite consents from the holders of its outstanding 4.50% Senior Notes due 2021 (the "2021 Notes") and 4.45% Senior Notes due 2023 (the "2023 Notes" and together with the 2021 Notes, the "Notes") to approve the proposed amendments to the indenture dated as of February 28, 2013, under which the 2021 Notes were issued (the "2021 Indenture") and to the indenture dated as of November 21, 2013, under which the 2023 Notes were issued (the "2023 Indenture" and together with the 2021 Indenture, the "Indentures") pursuant to its previously announced consent solicitation. The consent solicitation expired at 5:00 p.m., New York City time, on Wednesday, July 15, 2015.

The supplemental indentures to the Indentures giving effect to the respective amendments will be executed and delivered by the Company and the trustee for the Notes. Payment of the consent fee to D.F. King & Co., Inc., as the Information and Tabulation Agent, is anticipated to occur today, Thursday, July 16, 2015.

For a complete statement of the terms and conditions of the consent solicitation and the proposed amendments to the Indentures, holders of the Notes should refer to the Consent Solicitation Statement dated July 7, 2015, which was previously sent to all holders of the Notes as of the record time.

J.P. Morgan Securities LLC served as the Solicitation Agent in connection with the consent solicitation and D.F. King & Co., Inc. served as the Information and Tabulation Agent in connection with the consent solicitation.

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. Jurgen 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.

SOURCE TRW Automotive Inc.

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


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