TRW Automotive begins tender offer for four series of notes

By Angela McDaniels

Seattle, March 12 - TRW Automotive Holdings Corp. said it began a tender offer for TRW Automotive Inc.'s outstanding $825 million 9 3/8% senior notes due 2013, €130 million 10 1/8% senior notes due 2013, $195 million 11% senior subordinated notes due 2013 and €81 million 11¾% senior subordinated notes due 2013.

The tender offer will expire at midnight ET on April 6.

The company is also soliciting consents to eliminate substantially all the covenants and certain events of default in the note indentures and to modify the provisions relating to defeasance of the notes.

The tender consideration for the notes will be determined at 10 a.m. ET on March 21 based on the bid-side yield of the 4 5/8% Treasury note due Feb. 29, 2008 plus 50 basis points for the dollar-denominated notes and the bid-side yield of the 4¼% German OBL due Feb. 15, 2008 plus 50 bps for the euro-denominated notes.

The tender consideration will include a consent fee of $30 per $1,000 principal amount of notes and €30 per €1,000 principal amount of notes for noteholders who tender by 5 p.m. ET on March 23, the consent date. Noteholders may not tender without submitting consents and vice versa.

In addition, the company will pay accrued interest up to but excluding the settlement date.

Consummation of the tender offer is subject to the receipt of sufficient funding. The company plans to fund the tender consideration with proceeds from a private placement of $670 million senior notes due 2014, €250 million senior notes due 2014 and $500 million senior notes due 2017.

Lehman Brothers (800 438-3242 or 212 528-7581), Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch & Co. are the dealer managers and solicitation agents, the Bank of New York is depositary and Global Bondholder Services Corp. (866 924-2200) is the information agent.

TRW Automotive is an automotive parts supplier based in Livonia, Mich.

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