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 toD.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.
