TRW Automotive extends tender offer for four series of notes, ups payout

By Laura Lutz

Des Moines, April 4 - TRW Automotive Holdings Corp. announced that it increased the payout in its tender offer for TRW Automotive Inc.'s $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.

The company also extended the offer to midnight ET on April 18 from April 6.

The payouts for notes tendered after the consent deadline, which was 5 p.m. ET on March 23, will now be equal to the payouts for notes tendered before that deadline.

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.

Previously, holders who tendered after the consent deadline were expected to receive that amount less a consent fee of $30 per $1,000 principal amount or €30 per €1,000 principal amount.

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.

TRW will also pay accrued interest up to but excluding the settlement date.

As of the consent deadline, the company said it received tenders from holders of $820.7 million, or 99.4%, of the 9 3/8% notes; €120.5 million, or 92.7%, of the 10 1/8% notes; $189.2 million, or 97%, of the 11% notes; and €78.9 million, or 97.1%, of the 11¾% notes.

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 consents it received by the early deadline allowed TRW to execute a supplemental indenture.

Noteholders may not tender without submitting consents and vice versa.

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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