TRW Automotive prices tender considerations for four series of notes

By Angela McDaniels

Seattle, March 21 - TRW Automotive Holdings Corp. announced the tender considerations it will pay for notes submitted in its tender offer for TRW Automotive Inc.'s outstanding $825 million of 9 3/8% senior notes due 2013, €130 million of 10 1/8% senior notes due 2013, $195 million of 11% senior subordinated notes due 2013 and €81 million of 11¾% senior subordinated notes due 2013.

For each $1,000 or €1,000 principal amount of notes tendered, noteholders will receive $1,078.26 for the 9 3/8% notes, €1,096.69 for the 10 1/8% notes, $1,099.86 for the 11% notes and €1,118.44 for the 11¾% notes.

The tender offer will expire at midnight ET on April 6. The company began the offer and a consent solicitation 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 on March 12.

The tender consideration for the notes was 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 includes a consent fee of $30.00 per $1,000 principal amount of notes and €30.00 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.

TRW will also 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 dealer managers and solicitation agents, the Bank of New York is depositary and Global Bondholder Services Corp. (866 924-2200) is information agent.

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

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